As filed with the Securities and Exchange Commission on April  7, 1999
                                                  Registration No. 333-
--------------------------------------------------------------------------------

                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                    FORM S-8
                             REGISTRATION STATEMENT
                                      Under
                           The Securities Act of 1933

                              SOLECTRON CORPORATION

             (Exact name of Registrant as specified in its charter)

     Delaware           Solectron Corporation Amended and        94-2447045
   ------------          Restated 1992 Stock Option Plan       --------------

(State of incorporation)                 (I.R.S. Employer Identification Number)

                               777 Gibraltar Drive
                           Milpitas, California 95035

   (Address, including zip code, of Registrant's principal executive offices)

                                   SUSAN WANG
                             Senior Vice President,
                      Chief Financial Officer and Secretary
                              SOLECTRON CORPORATION
                               777 Gibraltar Drive
                           Milpitas, California 95035
                                 (408) 957-8500


(Name, address, including zip code, and telephone number, including area code,
of agent for service)


                                   Copies to:
                             STEVEN E. BOCHNER, ESQ.
                        Wilson Sonsini Goodrich & Rosati                     
                            Professional Corporation
                               650 Page Mill Road
                           Palo Alto, California 94304
                                 (650) 493-9300

                         CALCULATION OF REGISTRATION FEE
================================================================================
                                      Proposed                        
                                      Maximum     Proposed                 
                                      Offering    Maximum            Amount of 
Title of Securities    Amount to be   Price Per   Aggregate        Registration
to be Registered       Registered     Share (1)   Offering Price       Fee
================================================================================
Common Stock                                                                   
  $0.001 par value.... 11,400,000     $49.28125   $561,806,250     $156,182.14 
================================================================================

(1)Estimated   in  accordance  with  Rule  457(h)  solely  for  the  purpose  of
calculating  the  registration  fee based  upon the  average of the high and low
prices per share of the Common Stock as reported in the New York Stock  Exchange
as of April 1, 1999.



<PAGE>


                              SOLECTRON CORPORATION

                       REGISTRATION STATEMENT ON FORM S-8

                                     PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

ITEM 3.     INCORPORATION OF DOCUMENTS BY REFERENCE.

            The Company hereby  incorporates  by reference in this  Registration
Statement the contents of the Company's earlier Registration  Statements on Form
S-8 (File  #333-24293),  the audited  financial  statements for the Registrant's
fiscal year ended August 28, 1998 contained in the Registrant's Annual Report on
Form 10-K for the fiscal year ended  August 28,  1998 filed  pursuant to Section
13(a) of the Securities  Exchange Act of 1934 (the  "Exchange  Act") on November
13,  1998,  and the  Registrant's  Quarterly  Report on Form 10-Q for the fiscal
quarter ended  November 27, 1998 filed pursuant to Section 13(a) of the Exchange
Act.

ITEM 4      DESCRIPTION OF SECURITIES.

            Inapplicable.

ITEM 5.     INTERESTS OF NAMED EXPERTS AND COUNSEL.

            Inapplicable.

ITEM 6.     INDEMNIFICATION OF DIRECTORS AND OFFICERS.

            The Company's  Certificate of Incorporation  limits the liability of
directors to the maximum  extent  permitted by Delaware law.  Section 145 of the
Delaware General Corporation law authorizes a court to award, or a corporation's
Board of Directors to grant,  indemnification to directors and officers in terms
sufficiently broad to permit such  indemnification  under certain  circumstances
for liabilities  (including  reimbursement for expenses  incurred) arising under
the  Securities  Act of 1933.  The  Company's  Bylaws  provide for the mandatory
indemnification  of its directors,  officers,  employees and other agents to the
maximum extent  permitted by Delaware  General  Corporation Law, and the Company
has  entered  into  agreements  with its  officers,  directors  and  certain key
employees implementing such indemnification.

ITEM 7.     EXEMPTION FROM REGISTRATION CLAIMED.

            Inapplicable.

ITEM 8.     EXHIBITS

Exhibit
Number    Document
-------   --------

4.1       1992 Stock Option Plan,  as amended,  together  with form of Incentive
          and  Nonstatutory  Stock  Option  Agreements

5.1       Opinion  of  Wilson,  Sonsini,   Goodrich  &  Rosati,  a  Professional
          Corporation.

                                      II-1
<PAGE>

23.1      Consent of Independent Auditors.

23.2      Consent of Counsel (contained in Exhibit 5.1).

24.1      Power of Attorney (see page II-4).

ITEM 9    UNDERTAKINGS

     A. The undersigned registrant hereby undertakes:

     (1) To file,  during any period in which  offers or sales are being made, a
post-effective  amendment to this registration statement to include any material
information with respect to the plan of distribution not previously disclosed in
the  registration  statement or any material  change to such  information in the
registration statement.

     (2) That, for thepurpose of determining  any liability under the Securities
Act of 1933,  each  such  post-effective  amendment  shall be deemed to be a new
registration  statement  relating to the  securities  offered  therein,  and the
offering of such  securities at that time shall be deemed to be the initial bona
fide offering thereof.

     (3) To remove from registration by means of a post-effective  amendment any
of the securities being registered which remain unsold at the termination of the
offering.

     B. The  undersigned  registrant  hereby  undertakes  that,  for purposes of
determining  any liability  under the Securities Act of 1933, each filing of the
registrant's  annual  report  pursuant to Section  13(a) or Section 15(d) of the
Securities  Exchange  Act of 1934  (and,  where  applicable,  each  filing of an
employee  benefit  plan's  annual  report  pursuant  to  Section  15(d)  of  the
Securities  Exchange  Act of 1934)  that is  incorporated  by  reference  in the
registration  statement  shall  be  deemed  to be a new  registration  statement
relating to the securities offered therein,  and the offering of such securities
at that time shall be deemed to be the initial bona fide offering thereof.

     C. Insofar as indemnification  for liabilities arising under the Securities
Act of 1933 may be permitted to directors,  officers and controlling  persons of
the Company pursuant to the Delaware General Corporation Law, the Certificate of
Incorporation  of  the  Company,  the  Bylaws  of the  Company,  indemnification
agreements  entered into  between the Company and its officers and  directors or
otherwise,  the Company has been advised  that in the opinion of the  Securities
and  Exchange  Commission  such  indemnification  is  against  public  policy as
expressed in the Securities Act of 1933 and is, therefore, unenforceable. In the
event that a claim for indemnification  against such liabilities (other than the
payment by the Company in successful defense of any action,  suit or proceeding)
is asserted by such director,  officer or controlling  person in connection with
the  securities  being  registered  hereunder,  the Company will,  unless in the
opinion of its counsel  the matter has been  settled by  controlling  precedent,
submit to a court of  appropriate  jurisdiction  the  question  of whether  such
indemnification  by it is against  public policy as expressed in the  Securities
Act of 1933 and will be governed by the final adjudication of such issue.

                                      II-2

<PAGE>

                                   SIGNATURES

Pursuant to the  requirements  of the Securities  Act of 1933,  the  Registrant,
Solectron Corporation,  certifies that it has reasonable grounds to believe that
it meets all of the requirements for filing on Form S-8 and has duly caused this
Registration Statement to be signed on its behalf by the undersigned,  thereunto
duly authorized,  in the City of Milpitas, State of California,  on this 6th day
of April, 1999.


                                          SOLECTRON CORPORATION


                                          By: /s/ Susan Wang
                                             --------------------------------
                                          Susan Wang, Senior Vice President,
                                          Chief Financial Officer and Secretary




                                      II-3
<PAGE>



                                POWER OF ATTORNEY

KNOW ALL  PERSONS  BY THESE  PRESENTS,  that each such  person  whose  signature
appears below constitutes and appoints, jointly and severally,  Koichi Nishimura
and  Susan  Wang,  his  or  her  attorneys-in-fact,   each  with  the  power  of
substitution,  for him or her in any and all capacities,  to sign any amendments
to  this   Registration   Statement  on  Form  S-8   (including   post-effective
amendments),  and to file  the  same,  with  all  exhibits  thereto,  and  other
documents in connection therewith,  with the Securities and Exchange Commission,
hereby ratifying and confirming all that each of said attorneys-in-fact,  or his
substitute or substitutes, may do or cause to be done by virtue hereof.

      Pursuant to the  requirements  of the  Securities Act of 1933, as amended,
this Registration Statement on Form S-8 has been signed by the following persons
in the capacities and on the dates indicated.

     Signature                          Title                         Date
-----------------------------------
                                      President, Chief           April 6, 1999  
                                      Executive Officer and                     
/s/ Koichi Nishimura, Ph.D.           Chairman of the Board       
-----------------------------------
Koichi Nishimura, Ph.D.
                                      Senior Vice President,     April 6, 1999
                                      Chief Financial Officer
/s/ Susan Wang                        and Secretary
-----------------------------------
Susan Wang 


/s/ Winston H. Chen, Ph.D             Director                   April 6, 1999
-----------------------------------
Winston H. Chen, Ph.D.


/s/ Richard A. D'Amore                Director                   April 6, 1999
-----------------------------------
Richard A. D'Amore


/s/ Charles A. Dickinson              Director                   April 6, 1999
-----------------------------------
Charles A. Dickinson


/s/ Heinz Fridrich                    Director                   April 6, 1999
-----------------------------------
Heinz Fridrich


/s/ Philip Gerdine, Ph.D.             Director                   April 6, 1999
-----------------------------------
Philip Gerdine, Ph.D.             


/s/ William Hasler                    Director                   April 6, 1999
-----------------------------------
William Hasler


/s/ Kenneth E. Haughton, Ph.D.        Director                   April 6, 1999
-----------------------------------
Kenneth E. Haughton, Ph.D.


/s/ Paul R. Low, Ph.D.                Director                   April 6, 1999
-----------------------------------
Paul R. Low, Ph.D.


/s/ Osamu Yamada                      Director                   April 6, 1999
-----------------------------------
Osamu Yamada


                                      II-4


<PAGE>




                                      


                                INDEX TO EXHIBITS



Exhibit    
Number              Exhibit
--------   ---------------------------------------------------------------------
    4.1    1992 Stock Option Plan,  as amended,  together with form of Incentive
           and Nonstatutory Stock Option Agreements

    5.1    Opinion  of  Wilson,  Sonsini,   Goodrich  &  Rosati,  a Professional
           Corporation

   23.1    Consent of Independent Auditors


   23.2    Consent of Counsel (included in Exhibit 5.1)


   24.1    Power of Attorney (see page II-4)