8-A12G/A

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

                                 --------------

                                   FORM 8-A/A

                FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES
                    PURSUANT TO SECTION 12(b) OR 12(g) OF THE
                         SECURITIES EXCHANGE ACT OF 1934

                        STANDARD MICROSYSTEMS CORPORATION

             (Exact Name of Registrant as Specified in Its Charter)

            Delaware                                    11-2234952
- ----------------------------------          ----------------------------------
     (State of Incorporation                  (I.R.S. Employer-Identification
         or Organization)                                   No.)


         80 Arkay Drive
      Hauppauge, New York                                 11788
- ----------------------------------          ----------------------------------
     (Address of Principal                              (Zip Code)
       Executive Offices)

   If this Form relates to the                If this Form relates to the
   registration of a class of                 registration of a class of
   securities pursuant to Section             securities pursuant to Section
   12(b) of the Exchange Act and is           12(g) of the Exchange Act and is
   effective pursuant to General              effective pursuant to General
   Instruction A.(c), check the               Instruction A.(d), check the
   following box. [ ]                         following box. [x]



Securities Act registration file number to which this form relates:
Not applicable


Securities to be registered pursuant to Section 12(b) of the Act:

        Title of Each Class                   Name of Each Exchange on Which
        to be so Registered                   Each Class is to be Registered
        -------------------                   ------------------------------



Securities to be registered pursuant to Section 12(g) of the Act:
Preferred Stock Purchase Rights
      (Title of Class)



Item 1.  Description of Registrant's Securities to be Registered

         On April 9, 2002, Standard Microsystems Corporation (the "Company")
entered into, Amendment No. 2 ("Amendment No. 2") to its Rights Agreement, dated
as of January 7, 1998 (the "Original Rights Agreement" and as amended by
Amendment No. 1 to Rights Agreement dated January 23, 2001 and by such Amendment
No. 2, the "Rights Agreement"), between the Company and American Stock Transfer
& Trust Company (as successor to ChaseMellon Shareholder Services, L.L.C.) (the
"Rights Agent"), pursuant to which the terms of the outstanding rights (the
"Rights") were amended. The outstanding Rights are currently evidenced (on the
basis of one Right for each outstanding share) by the existing certificates for
outstanding shares of common stock, $0.10 par value, of the Company (the "Common
Stock"), and are not exerciseable and do not trade separately from such shares.
The summary below describes the Rights as so amended by Amendment No. 2.

         Each Right entitles the registered holder to purchase from the Company
one one-thousandth of a share (a "Unit") of Series A Participating Preferred
Stock, par value $0.10 per share (the "Preferred Stock"), at a price of $50 per
Unit (the "Purchase Price"), subject to adjustment.

         Initially, the Rights are attached to all Common Stock certificates
representing outstanding shares, and no separate Rights Certificates have been
distributed. The Rights will separate from the Common Stock and a Distribution
Date will occur upon the earlier of (i) a public announcement that a person or
group of affiliated or associated persons (an "Acquiring Person") has acquired,
or obtained the right to acquire, beneficial ownership of 20% or more of the
outstanding shares of Common Stock (the "Stock Acquisition Date") (other than a
person that acquires the Common Stock directly from the Company pursuant to a
transaction that the Company's independent directors determine is fair to, and
in the best interests of, the Company's stockholders (a "Direct Acquiror")) or
(ii) 10 business days following the commencement of a tender offer or exchange
offer that would result in a person or group beneficially owning 30% or more of
such outstanding shares of Common Stock.

         Until the Distribution Date, (i) the Rights will be evidenced by the
Common Stock certificates and will be transferred with, and only with, such
Common Stock certificates, (ii) new Common Stock certificates issued after
January 13, 1998 will contain a notation incorporating the Rights Agreement by
reference, and (iii) the surrender for transfer of any certificates for Common
Stock outstanding will also constitute the transfer of the Rights associated
with the Common Stock represented by such certificate.

         The Rights are not exercisable until the Distribution Date and will
expire at the close of business on January 12, 2008, unless earlier redeemed by
the Company as described below. The Rights will not be exercisable, and shall be
void so long as held, by a holder (a "Nonqualified Holder") in any jurisdiction
where the requisite qualification for the issuance to such holder, or the
exercise by such holder, of the Rights in such jurisdiction shall not have been
obtained or be obtainable.

         As soon as practicable after the Distribution Date, Rights Certificates
will be mailed to holders of record of the Common Stock as of the close of
business on the Distribution Date, and, thereafter, the separate Rights
Certificates alone will represent the Rights. Except as otherwise determined by
the Board of Directors, and except in connection with the exercise, conversion,
or exchange of securities issued prior to the Distribution Date and the vesting
or payment of securities awarded to employees prior to the Distribution Date,
only shares of Common Stock issued prior to the Distribution Date will be issued
with the Rights.

         Each holder of a Right will have the right to receive, upon exercise of
a Right, Common Stock (or, in certain circumstances, cash, property or other
securities of the Company) having a value equal to two times the exercise price
of the Right, upon the occurrence of the following events: (i) a Person other
than a Direct Acquiror becomes the beneficial owner of more than 20% of the
outstanding Common Stock (except pursuant to a tender offer or an exchange offer
for all outstanding shares of Common Stock that the independent directors
determine to be fair to, and otherwise in the best interests of, the Company and
its stockholders); (ii) any Acquiring Person (A) merges into the Company and the
Company is the surviving corporation and the Common Stock of the Company remains
outstanding and unchanged, (B) transfers assets to the Company in exchange for
Common Stock or other equity securities of the Company, (C) sells, purchases,
leases, exchanges, mortgages, pledges, transfers to, from or with the Company,
assets having an aggregate fair market value of more than $1,000,000 on terms
less favorable to the Company than the Company would be able to obtain at
arm's-length, (D) receives any compensation from the Company other than for
full-time employment as a regular employee at rates in accordance with the
Company's past practices or for other services, rights, or value at less than
arm's-length terms, or (E) receives the benefit of any loans, guarantees, or
other financial assistance or any tax credits or other tax advantage provided by
the Company; or (iii) while there is an Acquiring Person, there is any
reclassification of securities (including any reverse stock split), or
recapitalization of the Company, or any merger or consolidation of the Company
that has the effect of increasing by more than 1% the proportionate share of the
outstanding shares of any class of equity securities of the Company or any of
its subsidiaries beneficially owned by any Acquiring Person.

         For example, at an exercise price of $50 per Right, each Right not
owned by an Acquiring Person (or by certain related parties) or a Nonqualified
Holder, following an event set forth in the preceding paragraph, would entitle
its holder to purchase $100 worth of Common Stock (or other consideration, as
noted above) for $50. Assuming that the Common Stock had a per share value of
$20.00 at such time, the holder of each valid Right would be entitled to
purchase five shares of Common Stock for $50.

         Notwithstanding any of the foregoing, following the occurrence of any
of the events set forth in the second preceding paragraph, all Rights that are,
or (under certain circumstances specified in the Rights Agreement) were,
beneficially owned by any Acquiring Person will be null and void. However,
Rights are not exercisable following the occurrence of any of the events set
forth above until such time as the Rights are no longer redeemable by the
Company as set forth below.

         In the event that, at any time following the Stock Acquisition Date,
(i) the Company is acquired in a merger or other business combination
transaction in which the Company is not the surviving corporation, (ii) the
Company is the surviving corporation in a merger or other business combination
transaction and Common Stock is changed into or exchanged for other securities
or property, or (iii) 50% or more of the Company's assets or earning power is
sold or transferred, each holder of a Right (except Rights that previously have
been voided as set forth above), other than a Nonqualified Holder, shall
thereafter have the right to receive, upon exercise, common stock of the
acquiring company having a value equal to two times the exercise price of the
Right. If the merger follows an offer described in the parenthetical of clause
(i) of the third preceding paragraph, and pursuant to the merger the Company's
stockholders receive the same consideration for their Common Stock as
stockholders received pursuant to such offer, the Rights become unexercisable
and expire.

         The purchase price payable, and the number of Units of Preferred Stock
or other securities or property issuable, upon exercise of the Rights are
subject to adjustment from time to time to prevent dilution (i) in the event of
a stock dividend on, or a subdivision, combination, or reclassification of, the
Preferred Stock, (ii) if holders of the Preferred Stock are granted certain
rights or warrants to subscribe for Preferred Stock or convertible securities at
less than the current market price of the Preferred Stock, or (iii) upon the
distribution to holders of the Preferred Stock of evidences of indebtedness or
assets (excluding regular quarterly cash dividends) or of subscription rights or
warrants (other than those referred to above).

         With certain exceptions, no adjustment in the Purchase Price will be
required until cumulative adjustments amount to at least 1% of the Purchase
Price. No fractional Units will be issued and, in lieu thereof, an adjustment in
cash will be made based on the market price of the Preferred Stock on the last
trading date prior to the date of exercise.

         In general, the Company may redeem the Rights in whole, but not in
part, at a price of $0.01 per Right in cash, stock or other consideration, at
any time until the Stock Acquisition Date. Immediately upon the action of the
Board of Directors ordering redemption of the Rights, the Rights will terminate
and the only right of holders of Rights will be to receive the $0.01 redemption
price.

         Until a Right is exercised, the holder thereof, as such, will have no
rights as a stockholder of the Company, including, without limitation, the right
to vote or to receive dividends.

         Other than those provisions relating to the principal economic terms of
the Rights, any of the provisions of the Rights Agreement may be amended by the
Board of Directors of the Company prior to the Stock Acquisition Date. After the
Stock Acquisition Date, the provisions of the Rights Agreement may be amended by
the Board in order to cure any ambiguity, to make changes that do not adversely
affect the interests of holders of Rights (excluding the interests of any
Acquiring Person or Adverse Person), or to shorten or lengthen any time period
under the Rights Agreement; provided, however, that no amendment to adjust the
time period governing redemption shall be made at such time as the Rights are
not redeemable.

         As long as the Rights are attached to the Common Stock, one additional
Right (as such number may be adjusted pursuant to the provisions of the Rights
Agreement) shall be deemed to be delivered for each share of Common Stock issued
or transferred by the Company in the future, including but not limited to shares
of Common Stock issuable upon conversion of any series of convertible preferred
stock or debt instruments of the Company and shares of Common Stock issuable
upon exercise of options granted by the Company. In addition, following the
Distribution Date and prior to the expiration or redemption of the Rights, the
Company will issue one Right (as such number may be adjusted pursuant to the
provisions of the Rights Agreement) for each share of Common Stock issued
pursuant to the exercise of stock options granted prior to the Distribution Date
or pursuant to awards under employee plans made prior to the Distribution Date
or upon the exercise, conversion, or exchange of securities of the Company
issued prior to the Distribution Date. In any other case, after the Distribution
Date, the Company may issue Rights when it issues Common Stock, if the Board of
Directors deems it to be necessary or appropriate.

         The Rights have certain anti-takeover effects. The Rights will cause
substantial dilution to a person or group that attempts to acquire the Company
without conditioning the offer on a substantial number of Rights being acquired.
The Rights should not affect any prospective offeror willing to make an all cash
offer at a full and fair price, or willing to negotiate with the Board of
Directors. The Rights will not interfere with any merger or other business
combination approved by the Board of Directors, since the Board of Directors
may, at its option, at any time until the Stock Acquisition Date, redeem all but
not less than all the then outstanding Rights at the Redemption Price.

         The Original Rights Agreement, which includes as an exhibit the form of
the Right Certificate, Amendment No. 1 to Rights Agreement dated January 23,
2001 and Amendment No. 2, are attached hereto as exhibits and incorporated by
reference herein. The foregoing description of the Rights Agreement and the
Rights does not purport to be complete and is qualified in its entirety by
reference to the Rights Agreement.



Item 2.  Exhibits.

      1.     Rights Agreement, dated as of January 7, 1998 between Standard
             Microsystems Corporation and American Stock Transfer & Trust
             Company (as successor to ChaseMellon Shareholder Services, L.L.C.),
             as Rights Agent.(1)

      2.     Amendment No. 1, dated as of January 23, 2001, to the Rights
             Agreement, dated as of January 7, 1998 between Standard
             Microsystems Corporation and American Stock Transfer & Trust
             Company (as successor to ChaseMellon Shareholder Services, L.L.C.),
             as Rights Agent.(2)

      3.     Amendment No. 2, dated as of April 9, 2002, to the Rights
             Agreement, dated as of January 7, 1998 between Standard
             Microsystems Corporation and American Stock Transfer & Trust
             Company (as successor to ChaseMellon Shareholder Services, L.L.C.),
             as Rights Agent.

- -----------
(1)     Filed as an exhibit to the Company's Form 8-A dated January 13, 1998.

(2)     Filed as an exhibit to the Company's Form 10-K dated May 25, 2001.



                                    SIGNATURE

         Pursuant to the requirements of Section 12 of the Securities Exchange
Act of 1934, the registrant has duly caused this amendment to registration
statement to be signed on its behalf by the undersigned, thereunto duly
authorized.

                                    STANDARD MICROSYSTEMS CORPORATION



Dated: April 10, 2002                By: /s/ Andrew M. Caggia
                                        -------------------------------------
                                        Name: Andrew M. Caggia
                                        Title: Senior Vice President, Chief
                                               Financial Officer and Director

EX-3

                                                                       EXHIBIT 3


                       AMENDMENT NO. 2 TO RIGHTS AGREEMENT



                  Amendment No. 2 to Rights Agreement, dated as of April 9,
2002 (this "Amendment"), between Standard Microsystems Corporation, a Delaware
corporation (the "Company"), and American Stock Transfer & Trust Company, a New
York banking corporation (the "Rights Agent").

                              W I T N E S S E T H:

                  WHEREAS, the Company and the Rights Agent entered into that
certain Rights Agreement, dated January 7, 1998 (as amended by that certain
Amendment No. 1 to Rights Agreement dated January 23, 2001, the "Prior
Agreement," and as amended hereby, the "Rights Agreement"); and

                  WHEREAS, the Company and the Rights Agent desire to make
certain amendments and clarifications to the Prior Agreement.

                  NOW, THEREFORE, in consideration of the mutual covenants and
undertakings contained herein, and subject to and on the terms and conditions
herein set forth, the parties hereto agree as follows:

                  1. Definition of Acquiring Person. Section 1(a) of the Prior
Agreement is hereby amended to add the following text at the end thereof:

                  "Notwithstanding the foregoing, (x) a Person shall not become
an Acquiring Person if such Person, together with its Affiliates and Associates,
shall become the Beneficial Owner of 20% or more (or 28% or more, in the case of
Citigroup) of the shares of Common Stock then outstanding solely as a result of
a reduction in the number of shares of Common Stock outstanding due to the
repurchase of shares of Common Stock by the Company, unless and until such time
as such Person shall purchase or otherwise become (as a result of actions by
such Person or its Affiliates or Associates) the Beneficial Owner of any
additional shares of Common Stock and (y) "Acquiring Person" shall not include
any Person who or which becomes the Beneficial Owner of 20% or more (or 28% or
more, in the case of Citigroup) of the outstanding Common Stock but who acquired
beneficial ownership of shares of Common Stock inadvertently, and such Person
promptly (and in any event within 5 Business Days after being so requested by
the Company) divests or enters into an irrevocable commitment satisfactory to
the Company's Board of Directors promptly (and in any event within 5 Business
Days or such shorter period as shall be determined by the Company's Board of
Directors) to divest, and thereafter divests as required by such commitment,
sufficient shares of Common Stock so that such Person ceases to be a Beneficial
Owner of 20% or more (or 28% or more, in the case of Citigroup) of shares of
Common Stock."

                  2. Adverse Person. Section 1(c) of the Prior Agreement is
hereby deleted and replaced in its entirety with the following:

                  "(c) [Reserved]."

                  3. Continuing Director. Section 1(j) of the Prior Agreement is
hereby deleted and replaced in its entirety with the following:

                  "(j) [Reserved]."

                  4. Issue of Rights Certificates. (a) Clause (i) of the first
sentence of Section 3(a) of the Prior Agreement is hereby deleted and replaced
with the following:

                  "(i) the close of business on the Stock Acquisition Date or"

                  (b) The reference to "ChaseMellon Shareholder Services,
L.L.C." in the first sentence of the legend contained in Section 3(c) of the
Prior Agreement shall be replaced with a reference to "American Stock Transfer &
Trust Company".

                  (c) The words "or Adverse Person" are hereby deleted from the
fourth sentence of the legend contained in Section 3(c) of the Prior Agreement.

                  5. Form of Rights Certificates. Section 4(b) of the Prior
Agreement is hereby amended to read in its entirety as follows:

                  "(b) Any Rights Certificate issued pursuant to Section 3(a) or
3(b) or Section 22 hereof that represents Rights beneficially owned by Persons
known by the Company to be: (i) an Acquiring Person or any Associate or
Affiliate of an Acquiring Person, (ii) a transferee of an Acquiring Person (or
of any such Associate or Affiliate) who becomes a transferee after the Acquiring
Person becomes such, or (iii) a transferee of an Acquiring Person (or of any
such Associate or Affiliate) who becomes a transferee prior to or concurrently
with the Acquiring Person becoming such and receives such Rights pursuant to
either (A) a transfer (whether or not for consideration) from the Acquiring
Person to holders of equity interests in such Acquiring Person or to any Person
with whom such Acquiring Person has any continuing agreement, arrangement, or
understanding regarding the transferred Rights or (B) a transfer that the Board
of Directors of the Company has determined is part of a plan, arrangement, or
understanding that has as a primary purpose or effect the avoidance of Section
7(e) hereof, and any Rights Certificate issued pursuant to Section 6 or Section
11 hereof upon transfer, exchange, replacement or adjustment of any other Rights
Certificate referred to in this sentence, shall bear (to the extent feasible and
specified by the Company) the following legend:

                  The Rights represented by this Rights
                  Certificate are or were beneficially owned by a
                  Person who was or became an Acquiring Person or
                  an Affiliate or Associate of an Acquiring
                  Person (as such terms are defined in the Rights
                  Agreement). Accordingly, this Rights
                  Certificate and the Rights represented hereby
                  may become null and void in the circumstances
                  specified in Section 7(e) of such Agreement."

                  6. Exercise of Rights; Purchase Price; Expiration Date of
Rights. Section 7(e) of the Prior Agreement is hereby amended to read in its
entirety as follows:

                  "(e) Notwithstanding anything in this Agreement to the
contrary, from and after the first occurrence of a Section 11(a)(ii) Event, any
Rights beneficially owned by (i) an Acquiring Person or an Associate or
Affiliate of an Acquiring Person, (ii) a transferee of an Acquiring Person (or
of any such Associate or Affiliate) who becomes a transferee after the Acquiring
Person becomes such, or (iii) a transferee of an Acquiring Person (or of any
such Associate or Affiliate) who becomes a transferee prior to or concurrently
with the Acquiring Person becoming such and receives such Rights pursuant to
either (A) a transfer (whether or not for consideration) from the Acquiring
Person (or any such Associate or Affiliate) to holders of equity interests in
such Acquiring Person (or any such Associate or Affiliate) or to any Person with
whom the Acquiring Person (or any such Associate or Affiliate) has any
continuing agreement, arrangement or understanding regarding the transferred
Rights or (B) a transfer which the Board of Directors of the Company has
determined is part of a plan, arrangement or understanding that has as a primary
purpose or effect the avoidance of this Section 7(e), shall become null and void
without any further action, and no holder of such Rights shall have any rights
whatsoever with respect to such Rights, whether under any provision of this
Agreement or otherwise. The Company shall use reasonable efforts to effect
compliance with the provisions of this Section 7(e) and Section 4(b) hereof, but
shall have no liability to any holder of Rights Certificates or other Person as
a result of its failure to make any determinations with respect to an Acquiring
Person or its Affiliates, Associates, or transferees hereunder."

                  7. Adjustment of Purchase Price. (a) Section 11(a)(ii)(A) of
the Prior Agreement is hereby amended to replace all references to "30%" therein
with references to "20%".

                  (b) Section 11(a)(ii)(B) of the Prior Agreement is hereby
amended to read in its entirety as follows:

                  "(B) [Reserved]"

                  8. Duties of Rights Agent. Section 20(b) of the Prior
Agreement is hereby amended to delete the words "or Adverse Person" from the
first sentence thereof.

                  9. Redemption and Termination. Section 23(a) of the Prior
Agreement is hereby amended to read in its entirety as follows:

                  "(a) The Board of Directors of the Company may, at its option,
at any time prior to the earlier of (i) the Stock Acquisition Date and (ii) the
Final Expiration Date, redeem all but not less than all the then outstanding
Rights at a redemption price of $.01 per Right, as such amount may be
appropriately adjusted to reflect any stock split, stock dividend or similar
transaction occurring after the date hereof (such redemption price being
hereinafter referred to as the "Redemption Price"), and the Company may, at its
option, pay the Redemption Price either in cash, shares of Common Stock (based
on the "current market price", as defined in Section 11(d)(i) hereof, of the
shares of Common Stock at the time of redemption), or any other form of
consideration deemed appropriate by the Board of Directors. The redemption of
the Rights by the Board of Directors may be made effective at such time, on such
basis and with such conditions as the Board of Directors in its sole discretion
may establish."

                  10. Supplements and Amendments. Section 26 of the Prior
Agreement is hereby amended to read in its entirety as follows:

                  "Section 26. Supplements and Amendments. Prior to the Stock
Acquisition Date and subject to the penultimate sentence of this Section 26, the
Company and the Rights Agent shall, if the Company so directs, supplement or
amend any provision of this Agreement without the approval of any holders of
certificates representing shares of Common Stock. From and after the Stock
Acquisition Date and subject to the penultimate sentence of this Section 26, the
Company and the Rights Agent shall, if the Company so directs, supplement or
amend this Agreement without the approval of any holders of Rights Certificates
in order (i) to cure any ambiguity, (ii) to correct or supplement any provision
contained herein which may be defective or inconsistent with any other provision
herein, (iii) to shorten or lengthen any time period hereunder or (iv) to change
or supplement the provisions hereunder in any manner which the Company may deem
necessary or desirable and which shall not adversely affect the interests of the
holders of Rights Certificates (other than an Acquiring Person or an Affiliate
or Associate of an Acquiring Person); provided, this Agreement may not be
supplemented or amended to lengthen, pursuant to clause (iii) of this sentence,
(A) a time period relating to when the Rights may be redeemed at such time as
the Rights are not then redeemable, or (B) any other time period unless such
lengthening is for the purpose of protecting, enhancing, or clarifying the
rights of, and/or the benefits to, the holders of Rights. Upon the delivery of a
certificate from an appropriate officer of the Company which states that the
proposed supplement or amendment is in compliance with the terms of this Section
26, the Rights Agent shall execute such supplement or amendment. Notwithstanding
anything contained in this Agreement to the contrary, no supplement or amendment
shall be made that changes the Redemption Price, changes the Final Expiration
Date to an earlier date, increases the Purchase Price or reduces the number of
Units of Preferred Stock for which a Right is exercisable. Prior to the
Distribution Date, the interests of the holders of Rights shall be deemed
coincident with the interests of the holders of Common Stock."

                  11. Determinations and Actions by the Board of Directors, etc.
Section 28 of the Prior Agreement is hereby amended to read in its entirety as
follows:

                  "Section 28. Determinations and Actions by the Board of
Directors, etc. For all purposes of this Agreement, any calculation of the
number of shares of Common Stock outstanding at any particular time, including
for purposes of determining the particular percentage of such outstanding shares
of Common Stock of which any Person is the Beneficial Owner, shall be made in
accordance with the last sentence of Rule 13d-3(d)(1)(i) of the General Rules
and Regulations under the Exchange Act. The Board of Directors of the Company
shall have the exclusive power and authority to administer this Agreement and to
exercise all rights and powers specifically granted to the Board or to the
Company, or as may be necessary or advisable in the administration of this
Agreement, including, without limitation, the right and power to (i) interpret
the provisions of this Agreement, and (ii) make all determinations deemed
necessary or advisable for the administration of this Agreement (including a
determination to redeem or not redeem the Rights or to amend the Agreement). All
such actions, calculations, interpretations and determinations (including, for
purposes of clause (y) below, all omissions with respect to the foregoing) which
are done or made by the Board in good faith, shall (x) be final, conclusive and
binding on the Company, the Rights Agent, the holders of the Rights and all
other parties, and (y) not subject the Board or any member thereof to any
liability to the holders of the Rights."

                  12. Severability. Section 30 of the Prior Agreement is hereby
amended to delete the words "(subject to any required concurrence of the
Continuing Directors)" from the first sentence thereof.

                  13. Exhibit B. (a) The legend appearing at the top of the form
of the Rights Certificate included as Exhibit B to the Prior Agreement is hereby
amended to read in its entirety as follows:

                  "NOT EXERCISABLE AFTER JANUARY 12, 2008 OR EARLIER IF REDEEMED
BY THE COMPANY. THE RIGHTS ARE SUBJECT TO REDEMPTION, AT THE OPTION OF THE
COMPANY AT $.01 PER RIGHT ON THE TERMS SET FORTH IN THE RIGHTS AGREEMENT (AS
SUCH TERMS ARE HEREINAFTER DEFINED). UNDER CERTAIN CIRCUMSTANCES, RIGHTS
BENEFICIALLY OWNED BY AN ACQUIRING PERSON OR ANY AFFILIATE OR ASSOCIATE THEREOF
(AS SUCH TERMS ARE DEFINED IN THE RIGHTS AGREEMENT) AND ANY SUBSEQUENT HOLDER OF
SUCH RIGHTS MAY BECOME NULL AND VOID. [THE RIGHTS REPRESENTED BY THIS RIGHTS
CERTIFICATE ARE OR WERE BENEFICIALLY OWNED BY A PERSON WHO WAS OR BECAME AN
ACQUIRING PERSON OR AN AFFILIATE OR ASSOCIATE OF AN ACQUIRING PERSON.
ACCORDINGLY, THIS RIGHTS CERTIFICATE AND THE RIGHTS REPRESENTED HEREBY MAY
BECOME NULL AND VOID IN THE CIRCUMSTANCES SPECIFIED IN SECTION 7(e) OF THE
RIGHTS AGREEMENT.] THE RIGHTS SHALL NOT BE EXERCISABLE, AND SHALL BE VOID SO
LONG AS HELD, BY A HOLDER IN ANY JURISDICTION WHERE THE REQUISITE QUALIFICATION
TO THE ISSUANCE TO SUCH HOLDER, OR THE EXERCISE BY SUCH HOLDER, OF THE RIGHTS IN
SUCH JURISDICTION SHALL NOT HAVE BEEN OBTAINED OR BE OBTAINABLE."

                  (b) The first sentence of the form of Rights Certificate
included as Exhibit B to the Prior Agreement is hereby amended to add the words
"as amended from time to time" after the words "January 7, 1998" in the first
sentence thereof.

                  (c) The second paragraph of the form of Rights Certificate
included as Exhibit B to the Prior Agreement is hereby amended to read in its
entirety as follows:

                  "Upon the occurrence of a Section 11(a)(ii) Event (as such
term is defined in the Rights Agreement), if the Rights evidenced by this Rights
Certificate are beneficially owned by (i) an Acquiring Person or an Affiliate or
Associate of any such Acquiring Person (as such terms are defined in the Rights
Agreement), (ii) a transferee of any such Acquiring Person or an Associate or
Affiliate of any such Person, or (iii) under certain circumstances specified in
the Rights Agreement, a transferee of a person who, after such transfer, became
an Acquiring Person or an Affiliate or Associate of any such Person, such Rights
shall become null and void, and no holder hereof shall have any right with
respect to such Rights from and after the occurrence of such Section 11(a)(ii)
Event."

                  (d) The seventh paragraph of the form of Rights Certificate
included as Exhibit B to the Prior Agreement is hereby amended to read in its
entirety as follows:

                  "Subject to the provisions of the Rights Agreement, the Rights
evidenced by this Rights Certificate may be redeemed by the Company at its
option at a redemption price of $.01 per Right at any time prior to the earlier
of the close of business on (i) the Stock Acquisition Date (as such period may
be extended pursuant to the Rights Agreement) and (ii) the Final Expiration Date
(as such date may be extended pursuant to the Rights Agreement). After the
expiration of the redemption period, the Company's right of redemption may be
reinstated if an Acquiring Person reduces his beneficial ownership to 20% or
less of the outstanding shares of Common Stock in a transaction or series of
transaction not involving the Company in the manner contemplated by Section 1(a)
of the Rights Agreement."

                  (e) Paragraphs (1) and (2) of the form of Certificate included
on the reverse side of the form of Rights Certificate included as Exhibit B to
the Prior Agreement are hereby amended to read in their entirety as follows:

                  "(1) this Rights Certificate [ ] is [ ] is not being sold,
assigned and transferred by or on behalf of a Person who is or was an Acquiring
Person or an Affiliate or Associate of any such Person (as such terms are
defined pursuant to the Rights Agreement); and

                  (2) after due inquiry and to the best knowledge of the
undersigned, it [ ] did [ ] did not acquire the Rights evidenced by this Rights
Certificate from any Person who is, was, or subsequently became an Acquiring
Person or an Affiliate or Associate of any such Person."

                  (f) Paragraphs (1) and (2) of the Form of Election to Purchase
included in the form of Rights Certificate included as Exhibit B to the Prior
Agreement are hereby amended to read in their entirety as follows:

                  "(1) the Rights evidenced by this Rights Certificate [ ] are [
] are not being exercised by or on behalf of a Person who is or was an Acquiring
Person or an Affiliate or Associate of any such Person (as such terms are
defined pursuant to the Rights Agreement); and

                  (2) after due inquiry and to the best knowledge of the
undersigned, it [ ] did [ ] did not acquire the Rights evidenced by this Rights
Certificate from any Person who is, was or became an Acquiring Person or an
Affiliate or Associate of any such Person."

                  (g) The first sentence of the third paragraph of the NOTICE
included in the form of Rights Certificate included as Exhibit B to the Prior
Agreement is hereby amended to delete the words "or an Adverse Person" following
the words "an Acquiring Person" therein.



                  IN WITNESS WHEREOF, this Amendment has been signed on behalf
of each of the parties hereto as of the date first written above.

                                      STANDARD MICROSYSTEMS CORPORATION


                                      By: /s/ Andrew M. Caggia
                                          -------------------------------------
                                          Name: Andrew M. Caggia
                                          Title: Senior Vice President, Chief
                                                 Financial Officer and Director

                                      American Stock Transfer & Trust Company


                                      By: /s/ Herbert J. Lemmer
                                          ------------------------------------
                                          Name:  Herbert J. Lemmer
                                          Title: Vice President



                                  CERTIFICATION

                  The Company hereby certifies that this Amendment is in
compliance with the terms of Section 26 of the Prior Agreement.


                                      STANDARD MICROSYSTEMS CORPORATION


                                      By: /s/ Andrew M. Caggia
                                          -------------------------------------
                                          Name: Andrew M. Caggia
                                          Title: Senior Vice President, Chief
                                                 Financial Officer and Director