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 21, 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 1 - Registrant's Business and Operations

Item 1.01 - Entry into a Material Definitive Agreement

At its December 21, 2004 meeting,  Standard Microsystems  Corporation's Board of
Directors  adopted  a  resolution   increasing  the  compensation   provided  to
non-employee  directors,  effective on January 1, 2005. This  compensation  will
continue  to be paid  under  the  terms  of the  Company's  "Plan  for  Deferred
Compensation in Common Stock for Outside Directors," whereby 50% or 100% of such
compensation is paid in the form of the Company's  common stock, at the election
of the director.  There was no change in the  provisions for stock option grants
to non-employee directors.

The current and increased levels of  compensation,  including the provisions for
stock option grants, are presented in the following table:

                                               Present            Future
                                               =======            ======
Annual retainer
  Board member                                 $25,000            $35,000
  Committee chair                              $ 8,000            $18,000
  Committee member                             $ 4,000            $ 8,000

Options
  Initial # of Shares                           42,000             42,000
  Total options per year (after 3rd year)       14,000             14,000



                                   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 23, 2004                     By:   /s/ ANDREW M. CAGGIA
                                             ---------------------------
                                             Andrew M. Caggia
                                             Senior Vice President and
                                             Chief Financial Officer,
                                             and Director
                                             (Principal Financial Officer)