WASHINGTON, D.C. 20549

                            FORM 12b-25

                   NOTIFICATION OF LATE FILING

                                                    SEC FILE NUMBER:
                                                    000-07422

                        (Check One):

(X) Form 10-K  ( ) Form 11-K  ( ) Form 20-F  ( ) Form 10-Q  ( ) Form N-SAR

                                                       CUSIP NUMBER:


                 For Period Ended: February 28, 1997

Read Instructions (on back page) Before Preparing Form. Please Print or Type.

Nothing in this Form Shall be construed to imply that the Commission has
verified any information contained herein.

If the notification relates to a portion of the filing checked above, identify
the Item(s) to which the notification relates:

Part I - Registrant Information

Full Name of Registrant
                      STANDARD MICROSYSTEMS CORPORATION

Former Name if Applicable


Address of Principal Executive Office (Street and Number)
    80 Arkay Drive

City, State and Zip Code
    Hauppauge, N.Y. 11788

Part II - Rules 12b-25 (b) and (c)

If the subject report could not be filed without unreasonable effort or expense
and the registrant seeks relief pursuant to Rule 12b-25(b), the following
should be completed. (Check box if appropriate)

    (a) The reasons described in reasonable detail in Part III of this form
        could not be eliminated without unreasonable effort or expense;

    (b) The subject annual report or semi-annual report/portion thereof will be
(X)     filed on or before the fifteenth calendar day following the prescribed
        due date; or the subject quarterly report/portion thereof will be filed
        on or before the fifth calendar day following the prescribed due date;
        and

    (c) The accountant's statement or other exhibit required by Rule 12b-25(c)
        has been attached if applicable.

Part III - Narrative

State below in reasonable detail the reasons why the Form 10-K, 11-K, 20-F,
10-Q or N-SAR or portion thereof, could not be filed within the prescribed
time period.




Part IV - Other Information

(1) Name and telephone number of person to contact in regard to this
    notification

          Eric Nowling         516             434-2837
           (NAME)         (AREA CODE)     (TELEPHONE NUMBER)

(2) Have all other periodic reports required under Section 13 or 15(d)
    of the Securities Exchange Act of 1934 or Section 30 of the Investment
    Company Act of 1940 during the preceding 12 months (or for such
    shorter period that the registrant was required to file such
    reports) been filed? If answer is no, identify report(s).   (X) Yes  ( ) No

(3) It is anticipated that any significant change in results of operations
    from the corresponding period for the last fiscal year will be reflected
    by the earnings statements to be included in the subject report or portion
    thereof?                                                    ( ) Yes  (X) No

    If so, attach an explanation of the anticipated change, both narratively
    and quantitatively, and, if appropriate, state the reasons why a reasonable
    estimate of the results can not be made.


                 STANDARD MICROSYSTEMS CORPORATION
          (NAME OF REGISTRANT AS SPECIFIED IN CHARTER)

has caused this notification to be signed on its behalf by the undersigned 
thereunto duly authorized.

DATE  May 30, 1997       BY  (Signature of Eric Nowling appears here)
                                Vice President and Controller and
                                Acting Chief Financial Officer

INSTRUCTION: The form may be signed by an executive officer of the registrant
or by any other duly authorized representative. The name and title of the
person signing the form shall be typed or printed beneath the signature. If the
statement is signed on behalf of the registrant by an authorized representative
(other than an executive officer), evidence of the representative's authority
to sign on behalf of the registrant shall be filed with the form.

                            ATTENTION
Intentional misstatements or omissions of fact constitute Federal Criminal
Violations (See 18 U.S.C. 1001).

                     GENERAL INSTRUCTIONS

1. This Form is required by Rule 12b-25 (17 CFR 240. 12b-25) of the General
   Rules and Regulations under the Securities Exchange Act of 1934.

2. One signed original and four conformed copies of this Form and amendments
   thereto must be completed and filed with the Securities and Exchange 
   Commission. Washington, D.C. 20549, in accordance with Rule 0-3 of the
   General Rules and Regulations under the Act. The information contained
   in or filed with the Form will be made a matter of the public record in
   the Commission files.

3. A manually signed copy of the form and amendments thereto shall be filed
   with each national securities exchange on which any class of securities
   of the registrant is registered.

4. Amendments to the notification must also be filed on Form 12b-25 but need
   not restate information that has been correctly furnished. The Form shall
   be clearly identified as an amended notification.