EXHIBIT 10.2


              AMENDMENT TO EMPLOYMENT AGREEMENT DATED MARCH 1, 1995
           BETWEEN STANDARD MICROSYSTEMS CORPORATION AND PAUL RICHMAN

         The Agreement made as of the first day of March, 1995 between the
undersigned, Standard Microsystems Corporation and Paul Richman (the
"Agreement"), is hereby amended as follows, effective July 10, 1995:

1.       The second sentence in subsection THIRD (a) shall be replaced by the
         following:

         "The base rate shall be $450,000.00 provided, however, that the Base
         Rate shall be modified as of March 1, 1996, and as of each successive
         March 1 to the end of the term of this Agreement, in proportion to any
         increase in the Consumer Price Index, as hereinafter defined, between
         the February levels of the two immediately proceeding years."

2.       The last paragraph in subsection THIRD (b) shall be replaced by the
         following:

         "Notwithstanding the preceding provisions of this subsection THIRD (b),
         the aggregate amount payable pursuant to this subsection THIRD (b) for
         the fiscal year of SMC ending February 29, 1996, and for each fiscal
         year of SMC thereafter, shall not exceed $450,000.00 or the Base Rate
         then currently in effect, whichever amount is higher."

3.       The Agreement is amended only to the extent specified above. It is not
         intended to extend or renew any other provision of the Agreement that
         would not continue if this Amendment had not been effected.

IN WITNESS HEREOF, SMC has caused this Agreement to be executed on its behalf by
its representative, thereunto duly authorized, and Paul Richman has executed
this Agreement as of July 10, 1995.

                                            STANDARD MICROSYSTEMS CORPORATION



___________________________              By:    _____________________________
Paul Richman                                    Herman Fialkov, Director and
                                                Chairman, Compensation Committee