Exhibit 23.2
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                  NOTICE REGARDING CONSENT OF ARTHUR ANDERSEN LLP
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Section 11(a) of the  Securities Act of 1933, as amended (the  Securities  Act),
provides  that in case any part of a  registration  statement,  when  such  part
became  effective,  contained an untrue statement of a material fact, or omitted
to state a material fact required to be stated  therein or necessary to make the
statements therein not misleading, any person acquiring such security (unless it
is proved that at the time of such  acquisition such person knew of such untruth
or omission) may sue,  among others,  every  accountant who has with his consent
been  named  as  having  prepared  or  certified  any  part of the  registration
statement,  or as having  prepared or certified any report or valuation which is
used  in  connection  with  the  registration  statement,  with  respect  to the
statement in such registration statement,  report, or valuation,  which purports
to have been prepared or certified by such accountant.

Standard Microsystems  Corporation (the Company) and subsidiaries'  consolidated
financial  statements  for the fiscal year ended  February 28, 2002  included in
this Form 10-K,  were  audited by Arthur  Andersen  LLP (Arthur  Andersen),  who
issued  an audit  report  dated  April 4, 2002 on those  consolidated  financial
statements. This audit report, a copy of which is included in this Form 10-K, is
incorporated  by reference  into the  Company's  previously  filed  Registration
Statement Nos. 2-78324, , 33-69224, 33-83400, 333-09271,  333-64043,  333-84237,
333-81067,  333-47794, 333-66138 and 333-108842 (collectively,  the Registration
Statements).

On April 30, 2002,  the Company  dismissed  Arthur  Andersen as its  independent
public accountants,  and on May 7, 2002, engaged  PricewaterhouseCoopers  LLP to
serve as the Company's  independent public accountants.  The Company understands
that the staff of the Securities and Exchange  Commission has taken the position
that it will not accept consents from Arthur Andersen if the engagement  partner
and the manager for the Company's audit are no longer with Arthur Andersen. Both
the  engagement  partner and the manager for the  Company's  audit are no longer
with  Arthur  Andersen  and Arthur  Andersen  has ceased  practicing  before the
Securities and Exchange Commission.  As a result, the Company has been unable to
obtain Arthur Andersen's  written consent to the incorporation by reference into
the Registration  Statements of their audit report with respect to the Company's
financial statements. Under these circumstances,  Rule 437a under the Securities
Act  permits  the  Company  to file this Form  10-K,  which is  incorporated  by
reference  into the  Registration  Statements,  without a written  consent  from
Arthur  Andersen.  Because Arthur Andersen has not consented to the inclusion of
their audit report in the Registration Statements, Arthur Andersen will not have
any  liability  under  Section  11(a)  of the  Securities  Act  for  any  untrue
statements of a material fact contained in the financial  statements  audited by
Arthur Andersen and incorporated by reference into the  Registration  Statements
or any omission of a material fact required to be stated  therein.  Accordingly,
investors  will not be able to  assert a claim  against  Arthur  Andersen  under
Section 11(a) of the  Securities  Act for any purchases of securities  under the
Registration Statements made on or after the date of this Form 10-K.