SEC FORM 4

SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

1. Name and Address of Reporting Person^*

BILODEAU STEVEN J

(Last)

(First)

(Middle)

80 ARKAY DRIVE

(Street)

HAUPPAUGE

11788

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
STANDARD MICROSYSTEMS CORP [ SMSC ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

X	Director	10% Owner
X	Officer (give title below)	Other (specify below)
	Chairman, CEO & President

3. Date of Earliest Transaction (Month/Day/Year)
11/14/2006

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock	11/14/2006		M		75,000	A	$17.1	117,497⁽¹⁾	D
Common Stock	11/14/2006		D		75,000	D	$32.5	42,497	D
Common Stock	11/15/2006		M		31,250	A	$19.92	73,747	D
Common Stock	11/15/2006		S		31,250	D	$32.92	42,497	D
Common Stock	11/15/2006		M		75,000	A	$17.1	117,497⁽¹⁾	D
Common Stock	11/15/2006		D		75,000	D	$32.98	42,497	D
Common Stock								3,124	I	By Trust⁽²⁾

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
Employee Stock Option (Right to Buy)	$19.92	11/15/2006		M			31,250	09/04/2004⁽³⁾	09/04/2013	Common Stock	31,250	$0.00	31,250	D
Stock Appreciation Right	$17.1	11/14/2006		M			75,000⁽¹⁾	09/29/2005⁽³⁾	09/29/2014	Common Stock	75,000⁽¹⁾	$0.00	225,000	D
Stock Appreciation Right	$17.1	11/15/2006		M			75,000⁽¹⁾	09/29/2005⁽³⁾	09/29/2014	Common Stock	75,000⁽¹⁾	$0.00	150,000	D

Explanation of Responses:

1. Reflects the exercise of a stock appreciation right; no common stock was actually issued to the reporting person.

2. Held in Incentive Savings and Retirement Plan as of 11/14/2006.

3. Exercisable in four equal annual installments, the first occurring on the date shown.

Remarks:

The stock option transactions reported on this Form 4 were effected pursuant to a Rule 10b5-1 trading plan of the reporting person dated January 16, 2006. The stock appreciation right transactions reported on this Form 4 for November 14, 2006, were effected pursuant to a rule 10b5-1 trading plan of the reporting person dated May 3, 2006. The stock appreciation rights transactions reported on this Form 4 for November 15, 2006, were effected pursuant to a Rule 10b5-1 trading plan of the reporting person dated January 16, 2006. Mr. Bilodeau has a total of 31,250 options with the right to buy SMSC Common Stock and a total of 450,000 stock appreciation rights after reflecting all transactions reported on this Form 4. He also owns 45,621 shares of SMSC stock, including 3124 shares in the SMSC Incentive Savings and Retirement Plan.

	Michael LaBosco (As Attorney-in-Fact)	11/16/2006
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
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