**EXHIBIT 3.1
**CERTIFICATE OF AMENDMENT OF CERTIFICATE OF INCORPORATION**

 

 

Solectron Corporation, a corporation organized under and existing by thevirtue of the General Corporation Law of the State of Delaware, DOES HEREBYCERTIFY:

FIRST:  That at a meeting of the Board of Directors of Solectron Corporation,resolutions were duly adopted setting forth a proposed amendment to theCertificate of Incorporation of said corporation, declaring said amendment to beadvisable and calling a meeting of the stockholders of said corporation forconsideration thereof.  The resolution setting forth the proposed amendment isas follows:

**RESOLVED,**That the Certificate of Incorporation of this corporation beamended by changing the Article Fourth thereof so that, as amended, said Articleshall be and read as follows:

"This corporation is authorized to issue two classes of shares:  Common Stockand Preferred Stock.  The total number of shares which this corporation isauthorized to issue is one billion six hundred one million two hundred thousand(1,601,200,000) shares.  The number of shares of Common Stock authorized is onebillion six hundred million (1,600,000,000) shares, $.001 par value.  The numberof shares of Preferred Stock authorized is one million two hundred thousand(1,200,000) shares, $.001 par value.

The shares of Preferred Stock authorized by this Certificate of Amendment ofCertificate of Incorporation may be issued from time to time in one or moreseries.  For any wholly unissued series of Preferred Stock, the Board ofDirectors is hereby authorized to fix and alter the dividend rights, dividendrates, conversion rights, voting rights, rights and terms of redemption(including sinking fund provisions), redemption prices, liquidation preferences,the number of shares constituting any such series and the designation thereof,or any of them.

For any series of Preferred Stock having issued and outstanding shares, theBoard of Directors is hereby authorized to increase or decrease the number ofshares of such series when the number of shares of such series was originallyfixed by the Board of Directors, but such increase or decrease shall be subjectto the limitations and restrictions stated in the resolution of the Board ofDirectors originally fixing the number of shares of such series.

If the number of shares of any series is so decreased, then the sharesconstituting such decrease shall resume the status that they had prior to theadoption of the resolution originally fixing the number of shares of suchseries."

SECOND:  That thereafter, pursuant to resolution of its Board of Directors,an annual meeting of the stockholders of said corporation was duly called andheld, upon notice in accordance with Section 222 of the General Corporation Lawof the State of Delaware, at which meeting the necessary number of shares asrequired by statute were voted in favor of the amendment.

THIRD:  That said amendment was duly adopted in accordance with theprovisions of Section 242 of the General Corporation Law of the State ofDelaware.

IN WITNESS WHEREOF, said Solectron Corporation has caused this certificate tobe signed by Susan Wang, its Senior Vice President, Chief Financial Officer andSecretary, this 23rd day of January, 2001.

By:  /S/	 Susan S. Wang
Susan S. Wang

Senior Vice President, 

Chief Financial Officer and Secretary

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