SEC FORM 4

SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

1. Name and Address of Reporting Person^*

BILODEAU STEVEN J

(Last)

(First)

(Middle)

80 ARKAY DRIVE

(Street)

HAUPPAUGE

11788

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
STANDARD MICROSYSTEMS CORP [ SMSC ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

X	Director	10% Owner
X	Officer (give title below)	Other (specify below)
	Chairman and President

3. Date of Earliest Transaction (Month/Day/Year)
09/30/2003

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock	09/30/2003		G		780⁽¹⁾	D	$0	0	I	By Son
Common Stock	09/30/2003		S		780⁽²⁾	D	$27.05	0	I	By Son
Common Stock	09/30/2003		S		19,220	D	$27.039	0	D
Common Stock	09/30/2003		M		75,000	A	$7.312	0	D
Common Stock	10/01/2003		M		47,000	A	$7.312	0	D
Common Stock	10/02/2003		M		143,000	A	$7.312	0	D
Common Stock	09/30/2003		S		75,000	D	$27.046	$0	D
Common Stock	10/01/2003		S		47,000	D	$26.613	0	D
Common Stock	10/02/2003		S		143,000	D	$25.526	0	D
Common Stock								19,336	D
Common Stock								2,081	I	By Trust⁽³⁾

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
Employee Stock Option (Right to Buy)	$7.312	09/30/2003		M			75,000	03/18/2000⁽⁴⁾	03/18/2009	Common Stock	75,000	$7.312	190,000	D
Employee Stock Option (Right to Buy)	$7.312	10/01/2003		M			47,000	03/18/2000⁽⁴⁾	03/18/2009	Common Stock	47,000	$7.312	143,000	D
Employee Stock Option (Right to Buy)	$7.312	10/02/2003		M			143,000	03/18/2000⁽⁴⁾	03/18/2009	Common Stock	143,000	$7.312	0	D
Employee Stock Option (Right to Buy)	$0⁽⁵⁾							04/04/2001⁽⁶⁾	09/04/2013⁽⁷⁾	Common Stock	0		370,000⁽⁸⁾	D

Explanation of Responses:

1. Gift to Peter Bilodeau.

2. Sold by Peter Bilodeau.

3. Held in Incentive Savings and Retirement Plan as of 10/01/03.

4. Exercisable cumulatively as to one-fourth of shares subject to option on each of first four anniversaries of transaction date.

5. Option prices range from $14.093 to $19.920.

6. Exercisable dates range from 04/04/01 to 09/04/04.

7. Expiration dates range from 04/04/10 to 09/04/13.

8. Mr. Bilodeau holds an additional 370,000 options with the right to buy Standard Microsystems Corporation common stock after reflecting all transactions reported on this Form 4.

	Michael LaBosco (as Attorney-in-Fact)	10/02/2003
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
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