8-K

                                  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):
                                January 28, 2005


                        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 7.01 - Regulation FD Disclosure

On January 31, 2005,  Standard  Microsystems  Corporation issued a press release
entitled  "SMSC and Analog  Devices  Settle  Patent  Litigation",  relating to a
settlement of disputes  between SMSC and Analog  Devices Inc. This press release
also includes an updated  business outlook for SMSC's quarter ended February 28,
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.





                                   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:  February 2, 2005                          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 January 31, 2005,  entitled  "SMSC and Analog
               Devices Settle Patent Litigation".

EX-99.1

EXHIBIT 99.1


                SMSC AND ANALOG DEVICES SETTLE PATENT LITIGATION


Hauppauge,  NY - January 31, 2005 - SMSC (Nasdaq:  SMSC) today announced that it
has settled a patent infringement  dispute with Analog Devices Inc. (NYSE: ADI),
under which both parties  have agreed to dismiss all claims  against each other.
As part of the agreement, SMSC has made a one-time payment of $6 million to ADI,
and ADI has granted SMSC a  royalty-bearing  license to the patents in question.
SMSC does not expect  royalties  under the license to have a material  impact on
future results of operations.

The  one-time  payment  to ADI  will  reduce  SMSC's  net  income  per  share by
approximately $0.20 in its fourth quarter ending February 28, 2005.

Updated Business Outlook:

For the quarter ending February 28, 2005,  revenues are currently expected to be
higher than guidance  provided on December 20, 2004,  due to stronger end market
demand as well as the receipt of payment for a portion of distributor  shipments
that were not  recognized in the prior quarter due to  collectibility  concerns.
The average  gross  profit  percentage  in the fourth  quarter is expected to be
lower due to product mix,  operating  expenses are expected to be at the low end
of prior estimates, and, excluding the impact of the above-referenced payment to
ADI, net income is expected to exceed SMSC's prior expectations.

The Company expects to report fourth quarter fiscal 2005 results in mid-April.

About SMSC:

Many of the world's most successful global  technology  companies rely upon SMSC
as a go-to resource for integrated  circuits and semiconductor  system solutions
that span analog, digital and mixed-signal technologies.  SMSC delivers products
that solve the  challenges  of space,  cost and  time-to-market  for  high-speed
computing, connectivity and embedded networking applications.

SMSC  addresses  computing,  communications  and  consumer  electronics  markets
through  leading  positions  in  Input/Output  and  non-PCI  Ethernet  products;
innovations in USB 2.0 and other  high-speed  serial  solutions;  and integrated
networking  products  employed  in a broad  range  of  applications.  Leveraging
substantial  intellectual  property and a comprehensive  global  infrastructure,
SMSC  thrives at the  intersection  of  silicon,  software  and  customized  OEM
applications.

SMSC is based in Hauppauge,  New York with operations in North America,  Taiwan,
Japan,  Korea,  China and  Europe.  Engineering  design  centers  are located in
Arizona,   New  York  and  Texas.   Additional   information   is  available  at
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, consumer  electronics 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 the Company may not necessarily
inform,  or be required to inform,  investors of such  changes.  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.

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

Contact:

Carolynne Borders
Director of Corporate Communications
SMSC
Phone: 631-435-6626
Fax: 631-273-5550
carolynne.borders@smsc.com