Mail Stop 6010


      March 2, 2006


Mr. Paul Tufano
Chief Financial Officer
Solectron Corporation
847 Gibraltar Drive
Milpitas, CA  95035

	Re:	Solectron Corporation
      Form 10-K for the Fiscal Year Ended August 26, 2005
      Form 10-Q for the Quarter Ended November 25, 2005
      File No.  001-11098

Dear Mr. Tufano:

      We have reviewed your filing and have the following
comments.
We have limited our review of your filing to those items we have
addressed in our comments.  Where indicated, we think you should
revise your documents in future filings in response to these
comments.  If you disagree, we will consider your explanation as
to
why our comments are 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 information so we
may
better understand your disclosure.  After reviewing this
information,
we may 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 any other aspect
of
our review.  Feel free to call us at the telephone numbers listed
at
the end of this letter.




Form 10-K for the Fiscal Year Ended August 26, 2005

Selected Financial Data, page 13

1. Revise in future filings to briefly highlight and describe to
the
reader in a narrative discussion preceding the table or in notes
to
the table those material items, such as discontinued operations,
restructuring charges, and impairment charges that affect the
comparability of the information reflected in selected financial
data.  Refer to Item 301 of Regulation S-K.

Management`s Discussion and Analysis, page 14

- -Critical Accounting Policies and Estimates, page 16

2. Revise this section in future filings to follow the guidance
provided in FR-60 and FR-72.   In addition to identifying in MD&A
all
significant estimates, include a discussion of the methodology
used
by management in determining these particular estimates and the
likelihood that materially different amounts would be reported
under
different conditions or using different methods.  Your discussion
should not merely repeat the information included in your
significant
accounting policies.

Results of Operations for Fiscal Years 2005, 2004 and 2003, page
20

- -Gross Profit - Continuing Operations, page 22

3. You state that gross profit varies from period to period and is
affected by a number of factors including product mix, production
efficiencies, component costs and delivery linearity, product life
cycles, unit volumes, expansion and consolidation of manufacturing
facilities, utilization of manufacturing capacity, pricing,
competition, and unanticipated inventory charges.  It is unclear
from
the paragraphs that follow in this section how you have explained
these changes that occurred for the periods being compared.
Revise
your MD&A in future filings to discuss in detail those items that
impact the comparisons of the income statement line item cost of
sales/gross profit as a dollar change and as a change in terms of
percent of sales.  We refer you to the guidance in Item 303 of
Regulation S-K and our interpretive release titled, "Commission
Guidance Regarding Management`s Discussion and Analysis of
Financial
Condition and Results of Operations."

- -Selling, General and Administrative Expenses - Continuing
Operations, page 22

4. You state that the overall dollar decrease in selling, general
and
administrative expenses was the result of reduced headcount, full
realization of cost reduction initiatives and restructuring
activities that began in fiscal year 2003 plus reductions in bad
debt
expense offset by costs for Sarbanes-Oxley compliance.  In those
instances where you state that a change is primarily attributable
to
more than one cause, discuss and quantify the impact of all causes
on
operations.  Avoid just listing causes for an increase/decrease in
a
particular line item on your income statement. Please revise your
MD&A in future filings to provide a meaningful discussion of each
increase/decrease in selling, general and administrative expenses
along with the related dollar impact for those periods being
compared.

- -Restructuring and Impairments Costs-Continuing Operations, page
22

5. We note, as disclosed in a Form 8-K filed in April 2005, that
you
approved a restructuring plan with charges estimated to range
between
$100-115 million.  You further state these charges are to be taken
to
further consolidate facilities, reduce the workforce in Europe and
North America and impair certain long-lived assets.  Tell us and
disclose in MD&A in future filings the following in regards to
your
2005 restructuring plan:

* Per footnote 1 of SFAS 146, a restructuring is defined as a
program
that is planned and controlled by management and materially
changes
either (a) the scope of a business undertaken by an enterprise, or
(b) the manner in which that business is conducted.  A
restructuring
includes the sale or termination of a line of business, the
closure
of business activities from one location to another, changes in
management structure, and a fundamental reorganization that
affects
the nature and focus of operations.  Based on your current
disclosure
on page 22, it is unclear as to management`s plans and how you
have
met the definition of restructuring.  Please advise us and revise
your disclosure in future filings as necessary.

* Discuss the events and decisions which gave rise to the
restructuring.

* Specifically, identify those facilities that you have
consolidated
or plan to consolidate.

* The total reduction in workforce in Europe and North America,
how
much reduction has occurred to date and how much further headcount
reductions in Europe and North America should be attained.

* A description of the impaired long-lived assets and the facts
and
circumstances leading to the impairment in certain long-lived
assets
and the facility in Japan.  Disclose the proceeds received from
the
sale of the facility and any gain or loss reflected on the sale.

Refer to the guidance in SFAS 146 and SAB Topic 5-P.



Consolidated Financial Statements, page 37

Consolidated Statements of Cash Flows, page 41

6. We believe your presentation of cash flows related to
discontinued
operations is inconsistent with SFAS 95 because (i) your use of
the
indirect method of determining cash flows from operating
activities
begins with net loss from continuing operations rather than net
loss
as required by SFAS 95, paragraph 28; and (ii)  you present the
combined operating, investing, and financing cash flows of
discontinued operations as a single amount as supplemental
disclosures rather than classifying discontinued operations cash
flows by activity - operating, investing, and financing - within
the
body of the cash flow statement itself (i.e. not as supplemental
disclosure) as required by SFAS 95, paragraph 26.  While we do not
believe your presentation complies with SFAS 95, we will not
object
if you retroactively modify your presentation similar to a change
in
accounting method (without referring to the correction of an
error)
provided that you comply with the following:
* You change your presentation to address the points noted above
and
to comply with SFAS 95 in your next periodic report filed
subsequent
to February 15, 2006.  If you expect to request effectiveness of a
registration statement or mail a transactional proxy statement
prior
to filing this periodic report, you should include the changed
presentation as well as the annual cash flow information requested
below in that registration/proxy statement prior to effectiveness.
* You label either the column heading or the marginal heading as
"revised" or "restated."  Characterizing the modification as
"reclassified" will not suffice.
* You make specific and prominent footnote disclosure to the
effect
that you have separately disclosed the operating, investing and
financing portions of the cash flows attributable to discontinued
operations, which in prior periods were reported on a combined
basis
as a single amount.
* Since your next periodic report is a Form 10-Q, you quantify and
present separate totals of operating, investing and financing cash
flows from discontinued operations for the most recently completed
three fiscal years.
* Please ensure that you comply with the requirement in SFAS 95,
paragraph 7 that the total amounts of cash and cash equivalents at
the beginning and end of the period shown in the statements of
cash
flows are the same amounts presented as cash and cash equivalents
on
the balance sheets.  If the "current assets of discontinued
operations," which you present as a single amount on your balance
sheet includes cash and cash equivalents, one way you can comply
with
SFAS 95, paragraph 7 is to separately quantify on the face of the
statement of cash flows the portion of each of (i) net decrease in
cash and cash equivalents; (ii) cash and cash equivalents at the
beginning of the period, and (iii) cash and cash equivalents at
the
end of the period attributable to continuing operations and the
portion attributable to discontinued operations.  The amount of
cash
and cash equivalents included within "current assets of
discontinued
operations" on the balance sheet may be shown parenthetically or
as a
single line on the balance sheet.
Notes to Consolidated Financial Statements, page 42

Note 1.  Summary of Significant Accounting Policies, page 42

- -Revenue Recognition, page 44

7. Your revenue recognition policy appears somewhat vague and
generic.  Please revise in future filings to indicate the nature
of
your product sales and services you provide to your customers.
Tell
us and revise in future filings to distinguish for the reader the
nature of the services you provide on a net basis.

8. We note from your disclosures that certain arrangements with
customers require you to record revenue on a net basis as
commissions
earned.  In this regard, because commissions and fees earned from
activities reported net are service revenues, tell us and revise
in
future filings, if separate presentation in the income statement
of
revenues from the sale of products and revenue from the provision
of
services and related costs of revenues would be required under
Regulation S-X, Rule 5-03(b)(1).

9. Consider in future filings providing disclosure of gross
transaction volume for those revenues reported net since it is
useful
to users of financial statements. Such disclosure would be
recommended in the notes to the financial statements and/or
included
in MD&A.

10. You state that premium payments are recognized either up-front
or
over time based on an assessment of their recoverability and that
you
account for these incentives under EITF 01-09.  Please tell us and
revise your disclosure here and within your critical accounting
policies section in MD&A in future filings to discuss the nature
of
these premium payments and clarify for the reader your basis in
GAAP
for recognizing these payments either up-front or over time based
upon the assessment of recoverability.

Note 10.  Income Taxes, page 53

11. We note that you have established a contingency reserve for
income taxes and you assess such reserves and adjust as necessary.
Revise this note in future filings to disclose the nature and
amount
of the reversal to this reserve and the impact on your effective
tax
rate for fiscal year 2005.  Consider including such explanation in
your MD&A discussion to the extent necessary for an understanding
of
the changes in your effective tax rates for the periods being
compared.

Note 14.  Restructuring, page 59

12. We note for the periods presented in your 2005 Form 10-K that
you
continue to initiate and approve restructuring plans.  In addition
to
our comments pertaining to your MD&A noted above, please provide
the
required disclosures by exit or disposal activity in future
filings.
For instance, please disclose a description for each of the exit
or
disposal activity plans, including the facts and circumstances
leading to the expected activity and expected completion date of
your
activity (refer to paragraph 20 (b) of SFAS 146).  Also, include
the
total amount expected to be incurred in connection with each
activity, the amount incurred in the respective periods presented,
and the cumulative amounts incurred to date.  These disclosures
should be included in any subsequent period until the activity is
completed.  Refer to the guidance in SAB Topic 5-P (4) and
paragraph
20 of SFAS 146.

Note 19. Quarterly Consolidated Financial Data (Unaudited), page
67

13. You disclose that during fourth quarter of 2005, you recorded
a
credit of approximately $9 million to expense as a result of a
change
in estimate in connection with your employee health insurance
accrual.  Tell us and revise in future periods to include a
description of the change in estimate and the effect on income
from
continuing operations, net income and related per-share amounts.
Refer to the guidance in paragraph 22 of SFAS154.

Exhibit 12.1  Computation of Ratios of Earnings to Fixed Charges

14. Please revise in future filings to include the computation of
the
ratio of earnings to fixed charges for the past five years.  Refer
to
Item 503(d) and paragraph (b)(12) of Item 601 of Regulation S-K.

Form 10-Q for the Quarter Ended November 25, 2005

Notes to Condensed Consolidated Financial Statements, page 6

Note 13. Restructuring and Impairment, page 19

15. You disclose that during the quarterly period ended November
30,
2005 total estimated restructuring charges under the plan approved
in
April 2005 was further reduced from $80-95 million to $55-$65
million
due to lower estimated severance charges resulting from new
business
opportunities.  Tell us and revise in future filings to discuss in
detail management`s plan to accomplish the significant cost
reductions.

      As appropriate, please respond to these comments within 10
business days or tell us when you will provide us with a response.
Please furnish a cover letter that keys your responses to our
comment
and provides any requested information.  Detailed cover letters
greatly facilitate our review.  Please understand that we may have
additional comments after reviewing your responses to our
comments.

	 We urge all persons who are responsible for the accuracy and
adequacy of the disclosure in the filing to be certain that the
filing includes all information required under the Securities
Exchange Act of 1934 and that they have provided all information
investors require for an informed investment decision.  Since the
company and its management are in possession of all facts relating
to
a company`s disclosure, they are responsible for the accuracy and
adequacy of the disclosures they have made.

	In connection with responding to our comments, please
provide,
in writing, a statement from the company acknowledging that:

* the company is responsible for the adequacy and accuracy of the
disclosure in the filing;
* staff comments or changes to disclosure in response to staff
comments 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.

      In addition, please be advised that the Division of
Enforcement
has access to all information you provide to the staff of the
Division of Corporation Finance in our review of your filing or in
response to our comments on your filing.

      You may contact Tara Harkins, Staff Accountant, at (202)
551-
3639 or me at (202) 551-3327 if you have questions regarding these
comments.  In this regard, do not hesitate to contact Martin
James,
Senior Assistant Chief Accountant, at (202) 551-3671.


      							Sincerely,



								Michele Gohlke
								Branch Chief



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Solectron Corporation
Mr. Paul Tufano
March 2, 2006
Page 1