SecProbe.io

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                              JABIL CIRCUIT, INC.

December 20, 2004

VIA EDGAR

Securities and Exchange Commission
Division of Corporation Finance
450 Fifth Street, N.W.
Washington, D.C. 20549
Attention: Martin James, Senior Assistant Chief Accountant

               Re:     Jabil Circuit, Inc.
               Form 10-K for the fiscal year ended August 31, 2004
               File No. 0-21308

Dear Mr. James:

     On behalf of Jabil Circuit, Inc. ("Jabil"), I am writing in response to the
comments  set  forth in your letter addressed to the undersigned dated  December
10,  2004  (the  "Comment  Letter").  For  the  convenience of the Staff of  the
Division  of  Corporation  Finance  of  the  Securities and Exchange  Commission
(the  "Commission"),  the Staff's comment is repeated below, with the  Company's
response   to   the  comment  set  forth  immediately  following  the   comment.

Form 8-K dated September 21, 2004

     We  note that you present your non-GAAP measures in the form of a  Non-GAAP
     Consolidated  Statement  of  Income.  This  format  may  be  confusing   to
     investors  as  it  also  reflects  non-GAAP  measures,  including  adjusted
     earnings before taxes and adjusted income tax expense, which have not  been
     described  to  investors.  Please  note that Instruction 2 to Item 2.02  of
     Form 8-K requires that when furnishing information under this item you must
     provide  all the disclosures required by paragraph (e)(1)(i) of Item 10  of
     Regulation S-K, including a reconciliation to the directly comparable  GAAP
     measure for each non-GAAP measure presented and explain why you believe the
     measures  provide  useful information to investors. These disclosures  must
     be included in the Form 8-K itself.

          -  In  future filings, to eliminate investor confusion, please  remove
             the  Non-GAAP  Consolidated  Statement of Income and disclose  only
             those  non-GAAP  measures  used by management with the  appropriate
             reconciliations.
          -  Otherwise,  confirm  that you will revise your Forms 8-K in  future
             periods   to   provide   all  the  disclosures  required  by   Item
             10(e)(1)(i)  of Regulation S-K for each non-GAAP measure  presented
             in  the  statement,  and provide us with a sample of your  proposed
             disclosure.  We may have further comment.

     The Company does not intend to include in its future earnings releases  the
"Non-GAAP Consolidated Statement of Income" it included in its earnings  release

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Securities and Exchange Commission
December 20, 2004
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filed  in  its  Form  8  K  dated September 21, 2004. To the extent the  Company
includes  non-GAAP  measures  in  earnings  releases  filed  in future Form  8-K
filings,  the  Company  will  furnish  all  information  required  by  Paragraph
(e)(1)(i)  of  Item  10  of  Regulation  S-K that are required by Instruction  2
to  Item  2.02  of  Form  8-K,  including  a  reconciliation  of  the  directly-
comparable  GAAP  measure  for  each  non-GAAP measure presented, along with  an
explanation   of   why   the  Company  believes  the  measure  provides   useful
information  to  investors. Such explanation may be included in either the  Form
8-K  itself  or  the  earnings  release  that  is included as an exhibit to  the
Form  8-K, as permitted under Part II C2 of the Commission Adopting Release  No.
33-8176  (1/22/03)  relating  to  the "Conditions for use of non-GAAP  financial
measures."

                                  *    *    *

     The Company acknowledges the following:
          -  the  Company  is  responsible for the adequacy and accuracy of  the
             disclosure in its Commission filings;
          -  staff  comments  or  changes  to  disclosure  in response to  staff
             comments  in  the  filings  reviewed by the staff do not  foreclose
             the  Commission from taking any action with respect to the  filing;
             and
          -  the  Company  may  not  assert  staff comments as a defense in  any
             proceeding  initiated  by  the  Commission or any person under  the
             federal securities laws of the United States.

     The  Company  believes  that  the  foregoing responds fully to each of  the
questions  in  the Staff's December 10, 2004 Comment Letter. Please let us  know
If you have any questions about our responses.

                                             Respectfully submitted,
                                             JABIL CIRCUIT, INC.
                                             By:  /s/ Forbes I.J. Alexander
                                                  -------------------------
                                                  Forbes I.J. Alexander
                                                  Chief Financial Officer

cc:  Tim Main, Jabil CEO
     Chester E. Bacheller, Esq., Holland & Knight
     Steven W. McMullen, Partner, KPMG

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