UNITED STATES
                       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

                Date of Report (Date of earliest event reported):
                                 October 1, 2004
                               [GRAPHIC OMITTED]

                        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)                      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)

                                       N/A
(Former  name,  former  address and former  fiscal year,  if changed  since last
 report)

Check  the  appropriate  box  below  if the  Form  8-K  filing  is  intended  to
simultaneously  satisfy the filing obligation of the registrant under any of the
following provisions:

|_|  Written  communications  pursuant to Rule 425 under the  Securities Act (17
     CFR 230.425)

|_|  Soliciting  material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
     240.14a-12)

|_|  Pre-commencement   communications  pursuant  to  Rule  14d-2(b)  under  the
     Exchange Act (17 CFR 240.14d-2(b))

|_|  Pre-commencement   communications  pursuant  to  Rule  13e-4(c)  under  the
     Exchange Act (17 CFR 240.13e-4(c))



Item 1.01 - Entry into a Material Definitive Agreement

Exhibit  10.1 to this  report  is the  Standard  Microsystems  Corporation  2004
Employee Stock  Appreciation  Rights Plan ("Plan") of the  Registrant  which was
adopted by the Board of Directors on  September  28, 2004.  The Plan permits the
Compensation Committee to grant stock appreciation rights, to be settled in cash
only, to employees and consultants of the Registrant. The purpose of the Plan is
to attract and retain  capable  employees and  consultants,  and to provide them
with incentives to promote the best interests of the Registrant.

Item 9.01 - Financial Statements and Exhibits

( c )  Exhibits

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

10.1        Standard  Microsystems  Corporation 2004 Employee Stock Appreciation
            Rights Plan.


                                   SIGNATURES


Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.


                        STANDARD MICROSYSTEMS CORPORATION

                                  (Registrant)



Date:  October 1, 2004                     By:   /s/ ANDREW M. CAGGIA
                                                 --------------------------
                                                 Andrew M. Caggia
                                                 Senior Vice President and
                                                 Chief Financial Officer,
                                                 and Director
                                                 (Principal Financial Officer)





                                  Exhibit Index



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

10.1        Standard  Microsystems  Corporation 2004 Employee Stock Appreciation
            Rights Plan.