Mail Stop 0306


      February 9, 2005


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


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 Mr. Patel:

      We have monitored selected issues in your filings and have
the
following additional comment.  Where indicated, we think you
should
revise your registration statement in response to our comment.  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.  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 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.  Refer to comment number 11 in our letter dated
January 26, 2005.
*       *       *       *
      As appropriate, please amend your registration statement in
response to our comment.  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 response to our
comment.  Detailed cover letters greatly facilitate our review.
Please understand that we may have additional comments after
reviewing your amendment and response to our comment.

      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 9, 2005
Page 2