Exhibit 23.2
- ------------


                 NOTICE REGARDING CONSENT OF ARTHUR ANDERSEN LLP


Section 11(a) of the  Securities Act of 1933, as amended (the  Securities  Act),
provides  that in case any part of a  registration  statement,  when  such  part
became  effective,  contained an untrue statement of a material fact, or omitted
to state a material fact required to be stated  therein or necessary to make the
statements therein not misleading, any person acquiring such security (unless it
is proved that at the time of such  acquisition such person knew of such untruth
or omission) may sue,  among others,  every  accountant who has with his consent
been  named  as  having  prepared  or  certified  any  part of the  registration
statement,  or as having  prepared or certified any report or valuation which is
used  in  connection  with  the  registration  statement,  with  respect  to the
statement in such registration statement,  report, or valuation,  which purports
to have been prepared or certified by such accountant.

Standard Microsystems  Corporation (the Company) and subsidiaries'  consolidated
financial  statements  for the fiscal years ended February 28, 2002 and February
28,  2001,  included  in this Form 10-K,  were  audited by Arthur  Andersen  LLP
(Arthur  Andersen),  who  issued an audit  report  dated  April 4, 2002 on those
consolidated  financial  statements.  This  audit  report,  a copy of  which  is
included in this Form 10-K,  is  incorporated  by reference  into the  Company's
previously  filed  Registration  Statement  Nos.  2-78324,  33-45011,  33-69224,
33-83400, 333-09271,  333-64043,  333-84237,  333-81067, 333-47794 and 333-66138
(collectively, the Registration Statements).

On April 30, 2002,  the Company  dismissed  Arthur  Andersen as its  independent
public accountants,  and on May 7, 2002, engaged  PricewaterhouseCoopers  LLP to
serve as the Company's  independent public accountants for the fiscal year ended
February 28, 2003. The Company  understands that the staff of the Securities and
Exchange Commission has taken the position that it will not accept consents from
Arthur  Andersen if the  engagement  partner  and the manager for the  Company's
audit are no longer with Arthur  Andersen.  Both the engagement  partner and the
manager for the  Company's  audit are no longer with Arthur  Andersen and Arthur
Andersen has ceased practicing before the Securities and Exchange Commission. As
a result,  the  Company  has been  unable to obtain  Arthur  Andersen's  written
consent to the  incorporation by reference into the  Registration  Statements of
their audit report with respect to the  Company's  financial  statements.  Under
these  circumstances,  Rule 437a under the Securities Act permits the Company to
file this Form 10-K,  which is incorporated  by reference into the  Registration
Statements,  without a written  consent  from Arthur  Andersen.  Because  Arthur
Andersen  has not  consented  to the  inclusion  of their  audit  report  in the
Registration  Statements,  Arthur  Andersen  will not have any  liability  under
Section 11(a) of the Securities Act for any untrue statements of a material fact
contained  in  the  financial   statements   audited  by  Arthur   Andersen  and
incorporated by reference into the Registration  Statements or any omission of a
material fact required to be stated therein. Accordingly,  investors will not be
able to  assert a claim  against  Arthur  Andersen  under  Section  11(a) of the
Securities Act for any purchases of securities under the Registration Statements
made on or after the date of this Form 10-K.