March 1, 1995




Mr. Herman Fialkov
199 Middle Neck Road
Great Neck, New York 11021


Dear Mr. Fialkov:

          This letter will confirm the terms pursuant to
which you have agreed to serve as a consultant to Standard
Microsystems Corporation, a Delaware corporation, ("SMC")
for a period commencing on the date of this letter and
ending on June 30, 1997. 

          1.   Your duties as consultant shall consist of
serving SMC as an advisor and consultant, as requested by
its Board of Directors or by members of its senior
management, and rendering advice to the Board and to members
of senior management of SMC in response to such inquiries
relating to the business of SMC as they shall from time to
time address to you.  You will use your best judgment in
responding to such requests.  Responses shall be oral except
to the extent that you shall prefer, from time to time, to
respond in writing.  Your consulting duties under this
agreement do not require the preparation of written reports
or analyses.

          2.   Your fee as a consultant shall be equivalent
to $57,500 per annum, payable monthly.

          3.   Your services pursuant to this agreement
shall be performed at such times as shall be reasonably
convenient to you in the light of your other business,
professional and personal activities, including business or
personal travel and your own vacation schedule.  You shall
not be required to perform services under this agreement,
except within 50 miles of Hauppauge, Long Island, New York,
unless you consent otherwise.

          4.   In the event of your death prior to June 30,
1997, your compensation pursuant to this agreement shall be
continued six months following the month in which such death
occurs.

          5.   Should you be requested to perform services
beyond the scope of ordinary consulting duties, you will be
additionally compensated for such service on a basis to be
agreed between you and SMC.  Such agreement shall be made
promptly after you advise the person requesting such
services that such services are beyond the scope of ordinary
consulting duties.  Pending such an agreement, neither you
nor SMC shall have any obligation in relation to such
services.

          6.   The fee specified in this agreement as your
compensation as consultant shall not affect your right to
compensation as a director of SMC, for which service you
will be compensated, in addition to your consulting fee, on
the same basis as are all other directors of SMC.

          7.   SMC contemplates that, during the term of
this agreement you may engage in all such business
activities as you desire to conduct, in addition to serving
as consultant under this agreement.  No limitation on such
activities is imposed by this agreement except that, without
SMC's consent, you will not serve any competitor of SMC
engaged in the design or manufacture of semiconductor
devices or networking products.

          8.   You agree that you will keep in strict
secrecy and confidence any information, knowledge or data,
written or unwritten, relating to SMC's business, that you
may receive, develop or learn in the course of your
engagement by SMC, which (i) has not been disclosed in
issued patents or (ii) is not generally or publicly known or
(iii) has not been unrestrictedly disclosed by SMC.  You
further agree not to disclose any such information,
knowledge or data to others, and not to use such
information, knowledge or data for any purpose of your own,
whether during or after your engagement with SMC, except
with the prior written consent of SMC.  It is understood
that this Agreement does not restrict you in the exercise of
your technical skill subsequent to your engagement with SMC;
provided that the exercise of such skill does not involve
the disclosure to others of the aforesaid secret or
confidential information, knowledge or data, or the use by
you of such secret or confidential information, knowledge or
data on your own behalf or on behalf of other employers or
business interests.  You further agree, during engagement as
a consultant to SMC, or upon termination of such engagement,
not to take with you without SMC's written consent, any
drawing, blueprint, photograph, sample, model,
specification, design, descriptive matter, picture,
reproduction or any other matter representing any product,
machine, process or other development whatsoever, which has
been, or is to be, made or used by SMC.

          9.   Your obligations under this agreement shall
inure to the benefit of and be enforceable by any
corporation or other entity which is, or any time after the
date hereof shall be, a parent or subsidiary or otherwise
affiliated with SMC and by any corporation or other entity
which shall hereafter acquire SMC or any such affiliate.

          If the foregoing conforms with our understanding,
please sign the enclosed copy hereof at the place provided
for your signature and return it to the undersigned.

                              Very truly yours,


                              STANDARD MICROSYSTEMS CORPORATION




                              By:______________________________
                                   Victor F. Trizzino 
                                   President


Accepted and Agreed to:



_________________________
Herman Fialkov