8-K

                       SECURITIES AND EXCHANGE COMMISSION

                             Washington, D.C. 20549

                                ------------------
                                    Form 8-K


                                 CURRENT REPORT

                       Pursuant to Section 13 or 15(d) of
                       The Securities Exchange Act of 1934


                                January 14, 2004
                        (Date of earliest event reported)


                                ------------------


                        STANDARD MICROSYSTEMS CORPORATION
             (Exact name of registrant as specified in its charter)


           DELAWARE                        0-7422               11-2234952
 (State or other jurisdiction of      (Commission File      (I.R.S. Employer
  incorporation or organization)           Number)           Identification No.)



                   80 Arkay Drive, Hauppauge, New York    11788
               (Address of principal executive offices) (Zip Code)


                                 (631) 435-6000
              (Registrant's telephone number, including area code)


                                ------------------




Item 5.   Other Events

          On January 14, 2004, Standard Microsystems  Corporation announced that
          it has  purchased  the minority  interest in SMSC Japan from  Sumitomo
          Metal  Industries,  Ltd. The  associated  press release is attached as
          exhibit 99.1.

Item 7.   Financial Statements, Pro Forma Financial Information and Exhibits

          (c) Exhibits

          The following exhibit is filed as part of this report:

          Exhibit No.     Description of Exhibit
          -----------     ----------------------

          99.1            Press Release, dated January 14, 2004


              ____________________________________________________



                                    SIGNATURES
                                    ----------

Pursuant to the requirements of Section 13 or 15 (d) of the Securities  Exchange
Act of 1934,  the  registrant  has duly  caused  this report to be signed on its
behalf by the undersigned, thereunto duly authorized.



                              STANDARD MICROSYSTEMS CORPORATION

                                        (Registrant)


Date:  January 14, 2004          By:  /s/ ANDREW M. CAGGIA
                                      ---------------------
                                      Andrew M. Caggia
                                      Senior Vice President - Finance
                                      Chief Financial Officer and Director


              ____________________________________________________


                                  Exhibit Index



Exhibit No.    Description
- -----------    -----------

99.1           Press release dated January 14, 2004

EX-99.1

Exhibit 99.1
- ------------



                  SMSC BUYS OUT MINORITY INTEREST IN SMSC JAPAN

       100% Ownership Underscores SMSC's Commitment to the Japanese Market

Hauppauge,  NY - January 14, 2004 - Standard  Microsystems  Corporation (Nasdaq:
SMSC) today announced that it has purchased the minority  interest in SMSC Japan
from Sumitomo Metal  Industries,  Ltd.  (Sumitomo),  resulting in an increase in
SMSC's  book value by  approximately  $0.35 per share.  Prior to this  purchase,
Sumitomo  owned 20% of the issued and  outstanding  common  stock and all of the
non-cumulative, non-voting 6% preferred stock of SMSC Japan. As a result of this
transaction, SMSC Japan has become a wholly owned subsidiary of SMSC.

"The decision to move to 100%  ownership of SMSC Japan further  strengthens  our
global infrastructure," said Steven J. Bilodeau,  Chairman,  President and Chief
Executive Officer. "SMSC Japan has long been considered a key contributor to our
efforts in building global market share. Completion of this transaction enhances
our  ability to  capitalize  on  emerging  business  opportunities  in  consumer
applications for networking and USB connectivity, and for PC I/O applications as
the market for desktop and notebook PCs grows in Japan."

"We are pleased to complete the transition of becoming a wholly owned subsidiary
of SMSC," said Yasuo Suzuki, President of SMSC Japan. "Our organization in Japan
has  grown to over 40  highly  qualified  employees  and  revenues  in Japan now
account for nearly 20% of SMSC's consolidated  revenues.  We believe this change
will enable us to better serve our customers and further our contribution to the
success of SMSC."

The minority interest, which was carried at $11.8 million on SMSC's Consolidated
Balance Sheet, was repurchased from Sumitomo for approximately $5.1 million. The
excess of the carrying  value over the purchase price will be reported as a Gain
on Redemption of Preferred  Stock of Subsidiary  within Net Income  Available to
Common  Shareholders  on the  Company's  Statement of  Operations  for the three
months ended February 29, 2004.


About SMSC:

SMSC provides Real World Connectivity(TM) solutions for high-speed communication
and computing applications.  Leveraging a broad intellectual property portfolio,
the Company thrives at the intersection of software,  silicon and customized OEM
applications.  Through the integration of its leading-edge digital, mixed-signal
and  analog  functionality  and  software  expertise,   SMSC  delivers  complete
solutions that monitor and manage computing  systems and connect  peripherals to
computers and to one another.

The Company is the world's  leading  provider  of  Advanced  Input/Output  (I/O)
hardware  and  software  solutions  ranging  from legacy PC I/O to  leading-edge
system management functionality. Through high-speed serial interfaces, including
USB 2.0  and  embedded  Ethernet,  SMSC  delivers  faster  and  higher-bandwidth
peripheral connections for a wide range of products such as memory card readers,
mass storage  devices,  digital  cameras and  keyboards  and enables  innovative
high-speed  networking  functionality for consumer  electronics,  set-top boxes,
printers  and  copiers,   wireless  routers,   gaming  machines,   security  and
surveillance systems, car navigation systems, and more.

SMSC, a fabless  semiconductor  supplier,  is based in  Hauppauge,  New York and
maintains  offices  worldwide,  including  locations in North  America,  Taiwan,
Japan,  Korea,  China and Europe.  SMSC operates  engineering  design centers in
Phoenix,  AZ, Tucson,  AZ, Hauppauge,  NY and Austin, TX. More information about
the Company is available on the World Wide Web at http://www.smsc.com.

Forward Looking Statements:

Except for historical  information  contained  herein,  the matters discussed in
this  announcement are  forward-looking  statements about expected future events
and financial and operating results that involve risks and uncertainties.  These
include the timely development and market acceptance of new products; the impact
of competitive  products and pricing; the effect of changing economic conditions
in domestic  and  international  markets;  changes in customer  order  patterns,
including loss of key customers,  order  cancellations or reduced bookings;  and
excess or obsolete  inventory  and  variations  in  inventory  valuation,  among
others.  Such  statements  are qualified in their entirety by the inherent risks
and  uncertainties  surrounding  future  expectations  and may not  reflect  the
potential impact of any future acquisitions, mergers or divestitures.

SMSC  competes  in the  semiconductor  industry,  which  has  historically  been
characterized  by intense  competition,  rapid  technological  change,  cyclical
market patterns,  price erosion and periods of mismatched  supply and demand. In
addition,  sales of many of the Company's  products  depend  largely on sales of
personal computers and peripheral devices,  and reductions in the rate of growth
of the PC and Embedded  markets could  adversely  affect its operating  results.
SMSC  conducts  business  outside the United States and is subject to tariff and
import  regulations and currency  fluctuations,  which may have an effect on its
business.  All  forward-looking  statements speak only as of the date hereof and
are based upon the information  available to SMSC at this time. Such information
is subject to change,  and we will not  necessarily  inform you of such changes,
except as required by law.  These and other risks and  uncertainties,  including
potential  liability  resulting from pending or future litigation,  are detailed
from time to time in the  Company's  reports  filed with the SEC.  Investors are
advised to read the Company's  Annual Report on Form 10-K and quarterly  reports
on Form 10-Q filed with the  Securities  and Exchange  Commission,  particularly
those sections entitled "Other Factors That May Affect Future Operating Results"
for a more complete discussion of these and other risks and uncertainties.

Standard  Microsystems  and  SMSC are  registered  trademarks,  and  Real  World
Connectivity is a trademark, of Standard Microsystems Corporation. Product names
and company names are trademarks of their respective holders.

Contact:

Carolynne Borders
Director of Corporate Communications
Standard Microsystems Corporation
Voice: 631-435-6626
Fax: 631-273-5550
carolynne.borders@smsc.com