SecProbe.io

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Mail Stop 0306

      February 4, 2005

Kiran Patel
Executive Vice President and Chief Financial Officer
Solectron Corporation
847 Gibraltar Drive
Milpitas, California 95035

Re:	Solectron Corporation
      	Amendment No. 1 to Registration Statement on Form S-4
      	   filed February 2, 2005
      	Registration No. 333-122032

      	Amendment No. 1 to Schedule TO-I
      	   filed February 2, 2005
      	Registration No. 5-41005

Dear Mr. Patel:

      We have monitored selected issues in your filings and have
the
following additional comments.  Where indicated, we think you
should
revise your documents in response to these comments.  If you
disagree, we will consider your explanation as to why our comment
is
inapplicable or a revision is unnecessary.  Please be as detailed
as
necessary in your explanation.  In some of our comments, we may
ask
you to provide us with supplemental information so we may better
understand your disclosure.  After reviewing this information, we
may
or may not raise additional comments.

      Please understand that the purpose of our review process is
to
assist you in your compliance with the applicable disclosure
requirements and to enhance the overall disclosure in your filing.
We look forward to working with you in these respects.  We welcome
any questions you may have about our comments or on any other
aspect
of our review.  Feel free to call us at the telephone numbers
listed
at the end of this letter.

Registration Statement on Form S-4

Risk Factors - Page 19

1. We note the language you have added to the introductory
paragraphs
of your "Risk Factors" section.  Since presumably registrants can
only describe material risks that are known to them, it is not
clear
why your disclosure is qualified by reference to additional risks
which may not be presently known to you.  Please revise.
Material U.S. Federal Income Tax Considerations - Page 73

2. We note that on page 74 you address the position the registrant
intends to take with regard to how the exchange should be treated
for
federal income tax purposes.  Expand to discuss counsel`s opinion
on
this issue or, if counsel is unable to opine, expand to so
disclose,
and state why no opinion can be rendered.  Provide similar
disclosure
with regard to the other material federal income tax consequences
discussed in this section.
Exhibit 5.1 - Legality Opinion

3. Given the limitations in the first sentence of the fourth
paragraph, that the opinion is "as of this date," and at the
beginning of the first sentence of the penultimate paragraph, that
the "opinion letter is rendered as of the date first written
above,"
please file a signed legal opinion dated as of the date you intend
to
go effective.
*       *       *       *
      As appropriate, please amend your registration statement in
response to these comments.  You may wish to provide us with
marked
copies of the amendment to expedite our review.  Please furnish a
cover letter with your amendment that keys your responses to our
comments and provides any requested supplemental information.
Detailed cover letters greatly facilitate our review.  Please
understand that we may have additional comments after reviewing
your
amendment and responses to our comments.

      We direct your attention to Rules 460 and 461 regarding
requesting acceleration of a registration statement.  Please allow
adequate time after the filing of any amendment for further review
before submitting a request for acceleration.  Please provide this
request at least two business days in advance of the requested
effective date.

      Please contact Tim Buchmiller at (202) 824-5354, Nicholas
Panos
at (202) 942-2948 or me at (202) 942-1880 with any questions
regarding our comments on your filing.

Sincerely,

Peggy A. Fisher
Assistant Director

cc:  Daniel J. Weiser, Esq.
	Alexander E. Kolar, Esq.
	Thomas J. Ivey, Esq.
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Kiran Patel
Solectron Corporation
February 4, 2005
Page 3

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