EXHIBIT 5
                        LOEB & LOEB LLP
                        345 Park Avenue
                    New York NY  10154-0037

                          July 30, 1996



Standard Microsystems Corporation
80 Arkay Drive
Hauppauge, New York 11788

Dear Sirs:

          We refer to the registration statement on Form S-8 under
the Securities Act of 1933, being filed by Standard Microsystems
Corporation, a Delaware corporation (the "Company"), with the
Securities and Exchange Commission, relating to 1,000,000 shares of
the Company's Common Stock issuable upon the exercise of options
granted or available for grant pursuant to the Company's 1996 
Stock Option Plan (the "Plan").

          We have examined the Plan, originals or photocopies or
certified copies of such records of the Company, certificates of
officers of the Company and of public officials and such other
documents as we have deemed relevant and necessary as a basis for
the opinion hereinafter expressed.  In such examination, we have
assumed the genuineness of all signatures, the authenticity of all
documents submitted to us as originals, the conformity to originals
of all documents submitted to us as certified copies or photocopies
and the authenticity of the originals of such latter documents.

          Based on our examination mentioned above, and relying
upon statements of fact contained in the documents which we have
examined, we are of the opinion that the issuance of the Common
Stock has been validly authorized, and the Common Stock when issued
and paid for in the manner contemplated in the Plan, will be
legally issued, fully paid and nonassessable provided, however,
that the payment therefor is in any event not less than the par
value of the shares of Common Stock so issued.

          We hereby consent to the filing of this opinion as
Exhibit 5 to the Registration Statement.


                                   Very truly yours,                        

                                   LOEB AND LOEB