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):
                                December 20, 2004

                        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))




Section 2 - Financial Information

Item 2.02 - Results of Operations and Financial Condition

On December 20, 2004, Standard  Microsystems  Corporation issued a press release
announcing its financial results for the third quarter of fiscal 2005. A copy of
the press release is attached as Exhibit 99.1.

The  information in Exhibit 99.1 attached hereto shall not be deemed "filed" for
purposes of Section 18 of the Securities  Exchange Act of 1934, as amended,  nor
shall it be deemed  incorporated by reference in any filing under the Securities
Act of 1933, as amended.

Section 9 - Financial Statements and Exhibits

Item 9.01 - Financial Statements and Exhibits

( c )  Exhibits

99.1 - Press release dated December 20, 2004,  reporting  Standard  Microsystems
Corporation financial results for the third quarter of fiscal 2005.


                                   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:  December 21, 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

99.1            Press  release  dated  December  20,  2004,  reporting  Standard
                Microsystems Corporation financial results for the third quarter
                of fiscal 2005.