Mail Stop 0306


December 9, 2004


Via Facsimile and U.S. Mail

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


	Re: 	Solectron Corporation
		Form 10-K for the year ended August 27, 2004
      Filed November 5, 2004
		Form 8-K dated September 28, 2004
      SEC File No. 001-11098


Dear Mr. Patel:

      We have reviewed your filings and have the following
comments.
We have limited our review to matters related to the issues raised
in
our comments.  Where indicated, we think you should revise your
future filings 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.


Form 8-K as of September 28, 2004

1. We note that you present your statement disclosing why non-GAAP
financial information is utilized in your press release.  Please
revise future filings to include these disclosures in your Item
2.02
Form 8-K.

2. Additionally, please revise your disclosures to explain why
each
individual non-GAAP measure presented is useful to an investor in
accordance with Item 10(e)(i) of Regulation S-K.  Also, discuss
how
management uses the measure and the limitations of using this
measure. We believe that your current presentation is unclear to
investors.  Please note that since you provide your non-GAAP
reconciliation in the form of a statement of operations, separate
disclosures would be required for each non-GAAP measure created by
that presentation.  Please provide your proposed disclosures in a
supplemental response.
*    *    *    *
      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
comments and provides any requested supplemental information.
Detailed cover letters greatly facilitate our review.  Please file
your cover letter on EDGAR.  Please understand that we may have
additional comments after reviewing your responses to our
comments.

      You may contact Lynn Dicker, Staff Accountant, at (202) 824-
5264 or me at (202) 942-2813 if you have questions regarding
comments
on the financial statements and related matters.  In this regard,
do
not hesitate to contact Martin James, the Senior Assistant Chief
Accountant, at (202) 942-1984.

							Sincerely,


							Daniel L. Gordon
							Accounting Branch Chief
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Mr. Kiran Patel
Solectron Corporation
December 9, 2004
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