SecProbe.io

CORRESP
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corresp

February 9, 2005

Via Edgar and Email

Peggy A. Fisher

Tim Buchmiller

Division of Corporation Finance

U.S. Securities and Exchange Commission

450 Fifth Street, N.W.

Washington, D.C. 20549-0303

    Re:

    Solectron Corporation

Amendment No. 2 to Registration Statement on Form S-4

     filed February 9, 2005

Registration No. 333-122032

Amendment No. 2 to Schedule TO-I filed February 9, 2005

     Registration No. 5-41005

Dear Ms. Fisher and Mr. Buchmiller:

     On behalf of Solectron Corporation (the “Company”), we submit this letter in response to
comments from the staff of the Securities and Exchange Commission (the “Staff”), received by
letter, dated February 9, 2005, relating to the Company’s offer to exchange (the “Exchange Offer”)
up to $450,000,000 aggregate principal amount of its 0.50% Convertible Senior Notes, Series B due
2034 (the “New Notes”) plus up to $1,125,000 in cash ($2.50 per $1,000 principal amount) for any or
all of the Company’s outstanding 0.50% Convertible Senior Notes due 2034 (the “Outstanding Notes”)
and Amendment No. 2 to Registration Statement on Form S-4 (Registration No. 333-122032) (the
“Registration Statement”) relating to the Exchange Offer and Amendment No. 2 to Schedule TO-I
(Registration No. 5-41005) (the “Schedule TO”) relating to the Exchange Offer, each filed on
February 9, 2005.

     The supplemental information set forth herein has been supplied by the Company for use herein.
Set forth below are the Staff’s comments followed by the Company’s responses, which are numbered
to correspond with the numbers set forth in the Staff’s comment letter. In this letter, all page
references, including those set forth in the Staff’s comments, have been updated to refer to page
numbers in Amendment No. 3, which the Company intends to file as soon as possible after this
letter. We intend that capitalized terms used herein without definition shall have the meanings
expressed in the Registration Statement.

     Comment:

     Registration Statement on Form S-4

     Risk Factors—Page 19

    1.
    We note your revisions to the first and second paragraphs of the introduction to your “Risk
Factors” section. Please note that your “Risk Factors” section should address all of the
material risk factors that could affect your business, financial condition and results of
operations, not only the material risk factors that could cause your actual results to be
different from those implied by your forward-looking statements. As such, please revise the
first introductory paragraph of this section to eliminate the second sentence, and expand your
disclosure, if necessary, to discuss all material risks. Referred to comment number 11 in our
letter dated January 26, 2005.

     Response:

     The Company will revise the language in the introductory paragraphs of the “Risk Factors”
section by striking the second sentence of the first paragraph and the third sentence of the second
paragraph. After those deletions, the introductory paragraphs of the “Risk Factors” section will
be in the following form:

     Before deciding whether to tender their outstanding notes, holders should
carefully consider the following information in addition to the other
information contained in this prospectus and the documents incorporated by
reference into this prospectus. If any of the following risks actually occurs,
our business, financial condition and results of operations could be materially
adversely affected.

          This prospectus contains forward-looking statements that involve risks and
uncertainties. Our actual results may differ significantly from those implied
by our forward-looking statements. See also “Disclosure Regarding
Forward-Looking Statements.”

     The Company supplementally advises the Staff that it believes that the risk factors contained
in the Registration Statement address all risks that might have a material adverse effect upon the
Company’s business, financial condition and results of operations.

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     We trust that you will find the foregoing responsive to the Staff’s comments. If you have any
further questions or comments, please contact Alexander E. Kolar or me at (650) 493-9300.

    WILSON SONSINI GOODRICH & ROSATI,

Professional Corporation

    /s/ Daniel J. Weiser

    Daniel J. Weiser

    cc:

    Kiran Patel

Perry Hayes

Anthony Kwee

Steven Bochner

John Fore

Alexander Kolar

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