FORM 5 OMB APPROVAL
OMB Number:3235-0362
[ ]Check box if no longer
subject to Section 16. Form 4
or Form 5 obligations may
continue. See Instruction 1(b).
[ ]Form 3 Holdings Reported
[ ]Form 4 Transactions Reported
U.S. SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
ANNUAL STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP
Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934,
Section 17(a) of the Public Utility Holding Company Act of 1935 or
Section 30(f) of the Investment Company Act of 1940
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1. Name and Address of Reporting Person
Murrah Lance
(Last) (First) (Middle)
80 Arkay Drive
(Street)
Hauppauge NY 11788
(City) (State) (Zip)
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2. Issuer Name and Ticker or Trading Symbol
Standard Microsystems Corporation/SMSC
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3. IRS or Social Security Number of Reporting Person (Voluntary)
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4. Statement of Month/Year
02/97
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5. If Amendment, Date or Original (Month/Year)
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6. Relationship of Reporting Person to Issuer
(Check all applicable)
Director 10% Owner
---------- ----------
x Officer (give title below) Other
---------- ---------- (specify
Senior Vice President below)
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<TABLE>
<CAPTION>
Table I - Non-Derivative Securties Acquired, Disposed of, or Beneficially Owned
1. Title of security 2.Transaction 3.Transaction 4.Securities 5.Amount of 6.Ownership 7.Nature of
(Inst.3) Date Code Acquired (A) Securities Form: Indirect
(Month/Day/Year) (Instr. 8) or Disposed Beneficially Direct (D) Beneficial
of (D) (Instr. Owned at End Indirect (I) or Ownership
3,4, and 5) of Issuer's (Instr. 4) (instr. 4)
Fiscal Year (Instr.4)
(Instr. 3 and 4)
Amount (A) Price
or
(D)
<S> <C> <C> <C> <C> <C> <C> <C> <C>
Common Stock --- --- --- --- --- 2,015 I By Trust*
</TABLE>
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Reminder: Report on a separate line for each class of securities
beneficially owned directly or indirectly. (Print or Type Responses)
<PAGE>
FORM 5 (Continued) Table II-Derivative Securities Acquired, Disposed of,
or Beneficially Owned (e.g. puts, calls, warrants, options,
convertible securities)
<TABLE>
<CAPTION>
1. Title of 2. Conversion or 3. Transaction 4.Transaction 5. Number of 6.Date
Derivative Exercise Price Date Code (Instr. Derivative Exercisable
Security of Derivative (Month/ 8) Securities and Expiration
(Instr.3) Security Day/Year) Acquired (A) Date
or Disposed (Month/Day/Year)
(D) (Instr.3,
4 and 5)
(A) (D) Date Expiration
Exercisable Date
<S> <C> <C> <C> <C> <C> <C> <C>
Employee Stock $15.25 4/9/96 A 4,918 --- (1) 4/9/06
Option (Right to
Buy)
Employee Stock $16.13 6/19/96 A 11,765 --- (1) 6/19/06
Option (Right to
Buy)
Employee Stock $16.50 1/27/97 D --- 3,750 (2) 6/30/98
Option (Right to
Buy)
Employee Stock $23.88 1/27/97 D --- 3,000 (3) 11/30/99
Option (Right to
Buy)
Employee Stock $16.25 1/27/97 D --- 5,000 (4) 9/14/05
Option (Right to
Buy)
Employee Stock $16.50 1/27/97 D --- 5,000 (5) 12/31/05
Option (Right to
Buy)
Employee Stock $15.25 1/27/97 D --- 4,918 (6) 4/9/06
Option (Right to
Buy)
Employee Stock $16.13 1/27/97 D --- 11,765 (7) 6/19/06
Option (Right to
Buy)
Employee Stock $ 9.00 1/27/97 A 2,813 --- (2) 6/30/98
Option (Right to
Buy)
Employee Stock $ 9.00 1/27/97 A 2,250 --- (3) 11/30/99
Option (Right to
Buy)
Employee Stock $ 9.00 1/27/97 A 3,750 --- (4) 9/14/05
Option (Right to
Buy)
Employee Stock $ 9.00 1/27/97 A 3,750 --- (5) 12/31/05
Option (Right to
Buy)
Employee Stock $ 9.00 1/27/97 A 3,689 --- (6) 4/9/06
Option (Right to
Buy)
Employee Stock $ 9.00 1/27/97 A 8,824 --- (7) 6/19/06
Option (Right to
Buy)
<CAPTION>
7.Title and 8.Price of 9.Number of 10.Ownership 11.Nature
Amount of Derivative Derivative Form of of
Underlying Security Securities Derivative Indirect
Securities (Instr. 5) Beneficially Security: Beneficial
(Instr.3 Owned at End Direct (D) Ownership
and 4) of Year or (Instr.4)
(Instr.4) (Instr.4) Indirect (I)
(Instr.4)
Title Number
of Shares
<S> <C> <C> <C> <C> <C>
Common Stock 4,918 --- --- D ---
Common Stock 11,765 --- --- D ---
Common Stock 3,750 --- --- D ---
Common Stock 3,000 --- --- D ---
Common Stock 5,000 --- --- D ---
Common Stock 5,000 --- --- D ---
Common Stock 4,918 --- --- D ---
Common Stock 11,765 --- --- D ---
Common Stock 2,813 --- 2,813 D ---
Common Stock 2,250 --- 2,250 D ---
Common Stock 3,750 --- 3,750 D ---
Common Stock 3,750 --- 3,750 D ---
Common Stock 3,689 --- 3,689 D ---
Common Stock 8,824 --- 8,824 D ---
</TABLE>
Explanation of Responses:
* Held in Incentive Savings & Retirement Plan as of 2/28/97.
(1)Exercisable cumulatively as to one-fourth on each anniversary of date of
grant.
(2)Exercisable cumulatively as to one-third on each anniversary of date of
6/30/94.
(3)Exercisable cumulatively as to one-fourth on each anniversary of 11/30/94.
(4)Exercisable cumulatively as to one-fourth on each anniversary of 9/14/95
(5)Exercisable cumulatively as to one-fourth on each anniversary of 12/31/95.
(6)Exercisable cumulatively as to one-fourth on each anniversary of 4/9/96.
(7)Exercisable cumulatively as to one-fourth on each anniversary of 6/19/96.
**Intentional misstatements or omissions of facts constitute Federal
Criminal Violations.
See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note. File three copies of this form, one of which must be manually
signed. If space provided is insufficient,
see Instruction 6 for procedure.
/s/ Lance Murrah April 14, 1997
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**Signature of Reporting Person Date
