SECURITIES AND EXCHANGE COMMISSION
                           WASHINGTON, D.C.  20549
                                 FORM 10-Q


X  QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934 FOR THE QUARTERLY PERIOD
ENDED NOVEMBER 29, 1996.

__  TRANSITION REPORT PURSUANT TO SECTION 13 OR 15 (d) OF
THE SECURITIES EXCHANGE ACT OF 1934 FOR THE TRANSITION
PERIOD FROM _________________ TO _________________

COMMISSION FILE NUMBER 1-11098

                           SOLECTRON CORPORATION
           (Exact Name of Registrant as specified in its Charter)

               California                        94-2447045
       (State or other jurisdiction             (IRS Employer
       of Incorporation or Organization)       Identification Number)


             777 Gibraltar Drive, Milpitas, California 95035
           (Address of principal executive offices and Zip Code)

Registrant's telephone number, including area code:   (408) 957-8500



Indicate by check mark whether the registrant (1) has filed
all reports required to be filed by Section 13 or 15(d) of
the Securities Exchange Act of 1934 during the preceding 12
months (or for such shorter period that the registrant was
required to file such reports), and (2) has been subject to
such filing requirements for the past 90 days.

Yes   X        No


Indicate the number of shares outstanding of each of the
issuer's classes of common stock, as of the latest
practicable date.

At December 31, 1996, 53,485,350 shares of Common Stock of
the Registrant were outstanding.




                         SOLECTRON CORPORATION

INDEX TO FORM 10-Q


PART I.  FINANCIAL INFORMATION


Item 1.  Financial Statements

         Condensed Consolidated Balance Sheets at
         November 30, 1996 and August 31, 1996                         3

         Condensed Consolidated Statements of Income for
         the three months ended November 30, 1996 and 1995             4

         Condensed Consolidated Statements of Cash Flows
         for the three months ended November 30, 1996 and 1995         5 - 6

         Notes to Condensed Consolidated Financial
         Statements                                                    7 - 8
          
Item 2.  Management's Discussion and Analysis of Financial
         Condition and Results of Operations                           9 - 17



PART II. OTHER INFORMATION


Item 1.  Legal Proceedings                                             18

Item 2.  Changes in Securities                                         18

Item 3.  Defaults Upon Senior Securities                               18

Item 4.  Submission of Matters to a Vote of Security Holders           18

Item 5.  Other Information                                             18

Item 6.  Exhibits and Reports on Form 8-K                              18

Signatures                                                             19





                SOLECTRON CORPORATION AND SUBSIDIARIES
                 CONDENSED CONSOLIDATED BALANCE SHEETS
                             (In thousands)

                                    November 30,       August 31,
                                       1996               1996
                                    ___________       ____________
ASSETS
Current assets:
   Cash, cash equivalents and
     short-term investments          $  480,963        $  410,350
   Accounts receivable, net             378,698           341,200
   Inventories                          412,086           368,862
   Prepaid expenses and other
     current assets                      36,959            24,312
                                     ___________       ___________
   Total current assets               1,308,706         1,144,724
Net property and equipment              254,119           249,570
Other assets                             60,706            57,904
                                     ___________       ___________
     Total assets                    $ 1,623,531      $ 1,452,198
                                     ___________       ___________

LIABILITIES AND SHAREHOLDERS' EQUITY
Current liabilities:
     Accrued interest and current
      portion of long-term debt      $    9,715        $   14,094
     Accounts payable                   339,896           280,840
     Accrued employee compensation       39,728            38,216
     Accrued expenses                    41,759             9,280
     Other current liabilities           25,511            15,939
                                     ___________        __________
     Total current liabilities          456,609           358,369
Long-term debt                          389,718           386,927
Other long-term liabilities               6,049             6,333
                                     ___________       ___________
     Total liabilities                  852,376           751,629
                                     ___________       ___________
Shareholders' equity:
     Common stock                       414,495           378,319
     Retained earnings                  352,028           320,553
     Cumulative translation
      adjustment and other                4,632             1,697
                                     ___________       ___________
     Total shareholders' equity         771,155           700,569
                                     ___________       ___________
     Commitments

Total liabilities and
 shareholders' equity               $ 1,623,531       $ 1,452,198
                                     ___________       ___________

See accompanying notes to condensed consolidated financial statements.
                


                   SOLECTRON CORPORATION AND SUBSIDIARIES
                CONDENSED CONSOLIDATED STATEMENTS OF INCOME
                    (In thousands, except per share data)

                                             Three Months Ended
                                                November 30,
                                      __________________________________
                                         1996                   1995
                                     ___________             ___________
Net sales                           $   807,725            $   690,624
Cost of sales                           721,577                624,278
                                     ___________             ___________
     Gross profit                        86,148                 66,346

Operating expenses:
     Selling, general &
      administrative                     32,672                 24,041
     Research & development               1,190                  1,502
     Acquisition costs                    4,000                     -
                                     ___________            ___________
       Operating income                  48,286                 40,803

Interest income                           6,213                  1,446
Interest expense                         (6,811)                 ( 814)
                                     ___________            ___________
     Income before income taxes          47,688                 41,435

Income tax expense                       16,213                 14,088
                                     ___________            ___________
     Net income                     $    31,475           $     27,347

Net income per share:
     Primary                        $      0.58           $       0.54
                                     ____________          ____________
                                    $      0.58           $       0.52
                                     ____________          ____________
Weighted average number of shares:
     Primary                             54,513                 51,033
                                     ____________          ____________
     Fully diluted                       58,300                 53,034
                                     ____________          ____________


See accompanying notes to condensed consolidated financial statements.



                  SOLECTRON CORPORATION AND SUBSIDIARIES
              CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
                             (In thousands)

                                             Three Months Ended
                                                 November 30,

                                        __________________________________
                                           1996                   1995
                                        __________             ___________

Cash flows from operating activities:
  Net income                           $   31,475              $   27,347
  Adjustments to reconcile net income
   to net cash provided(used) by
   operating activities:
     Depreciation and amortization         26,419                  18,819
     Interest accretion on zero-coupon
      subordinated notes                       -                      532
     Interest accrual on long-term debt     6,418                      -
     Additions to (reductions of)
      allowance for doubtful accounts         221                     520
     Other                                  2,812                     609
  Changes in operating assets and
   liabilities:
     Accounts receivable                  (18,828)                (57,465)
     Inventories                          (26,515)                (47,416)
     Prepaid expenses and other
      current assets                       (5,677)                    254
     Accounts payable                      54,718                  28,741
     Accrued expenses and other
      current liabilities                   4,987                  28,994
                                       __________               __________
     Net cash provided by operating
     activities                            76,030                     935
                                       __________               __________
Cash flows from investing activities:
  Sales and Maturites of short-term
   investments                             64,376                 183,397
  Purchases of short-term
   investments                           (108,696)               (141,637)
  Capital expenditures                    (22,348)                (44,374)
  Other                                     4,621                     132
                                      ___________               __________
     Net cash used in investing
     activities                           (62,047)                 (2,482)
                                      ___________               __________


                               (continued on next page)

See accompanying notes to condensed consolidated financial statements.

      


                  SOLECTRON CORPORATION AND SUBSIDIARIES
         CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (continued)
                            (In thousands)

                                            Three Months Ended
                                                November 30,
                                       ________________________________
                                           1996                  1995
                                      ___________           ___________
Cash flows from financing activities:
  Proceeds from short-term debt                -                (3,004)
  Repayments of long-term debt and
   capital lease obligations                 (457)                (505)
  Net proceeds from sale of
   common stock                            11,950                3,494
  Other                                      (187)                 465
                                      ____________          ___________
     Net cash provided by financing
     activities                            11,306                  450
                                      ___________           ___________
Effect of exchange rate changes on
 cash and cash equivalents                  1,004                  664
                                      ___________           ___________
Net increase (decrease) in cash and
 cash equivalents                      $   26,293           $     (433)

Cash and cash equivalents at
 beginning of period                      228,830               89,959
                                     ____________           ___________
Cash and cash equivalents at
 end of period                         $  225,123           $   89,526
                                     ____________           ___________


SUPPLEMENTAL DISCLOSURES

Cash paid during the period:
   Income taxes                        $    7,737           $   5,144
   Interest                            $   12,816           $      38

Non-cash investing and financing
activities:
   Issuance of common stock for
     business combination              $   18,335                  -
   Issuance of common stock upon
     conversion of long-term debt              -            $     399
   Tax benefit associated with
     exercise of stock options         $    3,792           $     264


See accompanying notes to condensed consolidated financial statements.




SOLECTRON CORPORATION AND SUBSIDIARIES


NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS


NOTE 1 - Basis of Presentation

          The accompanying consolidated balance sheets as of
November 30, 1996 (unaudited) and August 31, 1996, the
unaudited consolidated statements of income for the three-
month period ended November 30, 1996 and 1995, and the
unaudited consolidated statements of cash flows for the
three months ended November 30, 1996 and 1995 have been
prepared on substantially the same basis as the annual
consolidated financial statements.  Management believes the
financial statements reflect all adjustments, consisting
only of normal recurring adjustments, necessary for a fair
presentation of the financial position, operating results
and cash flows for the periods presented.  The results of
operations for the three-month period ended November 30,
1996 are not necessarily indicative of results to be
expected for the entire year.  These consolidated financial
statements should be read in conjunction with the
consolidated financial statements and notes thereto for the
year ended August 31, 1996 included in the Company's Annual
Report to Shareholders.

          For clarity of presentation, the Company has
indicated its first quarter as ending on November 30, and
its fiscal year as ending on August 31, whereas in fact, the
Company's first quarter of 1997 ended on November 29, 1996,
its first quarter of 1996 ended on November 24, 1995 and its
1996 fiscal year ended on August 30, 1996.

NOTE 2 - Inventories

          Inventories consisted of (in thousands):


                                 November 30,       August 31,
                                    1996               1996
                                 -----------        -----------
          Raw materials           $  282,973         $ 253,646
          Work-in-process            129,113           115,216
                                 -----------        -----------
          Total                   $  412,086         $368,862
                                 ===========        ===========


NOTE 3 - Net Income per Share

Primary net income per share is computed using the weighted
average number of common shares and dilutive common
equivalent shares outstanding during the related period.
Common equivalent shares consist of stock options which are
computed using the treasury stock method. Fully diluted net
income per share assumes full conversion of the Company's
outstanding convertible notes.


NOTE 4 - Commitments

          The Company leases various facilities under
operating lease agreements.  These leases expire at various
dates through the year 2000.  Substantially all leases
require the Company to pay property taxes, insurance, and
normal maintenance costs.  All of the Company's leases have
fixed minimum lease payments except the lease for certain
facilities in California.  Payments under this lease are
periodically adjusted based on LIBOR rates.  This lease
provides the Company with the option at the end of the lease
of either acquiring the property at its original cost or
arranging for the property to be acquired.  The Company is
contingently liable under a first loss clause for a decline
in the market value of the property up to $44.2 million in
the event that the Company does not purchase the property at
the end of the five-year lease term.  The Company must also
maintain compliance with financial covenants similar to its
credit facilities.  Future minimum lease payments related to
lease obligations are $13.9 million, $12.4 million, $9.2
million, $6.2 million and $1.1 million in each of the years
in the five year period ending August 31, 2001.

Note 5 - Acquisitions

          On November 26, 1996, Solectron exchanged
approximately $205 million in shares of common stock and
options for all of the outstanding stock and options of
Force Computers Inc. (Force) a designer and provider of
computer platforms for the embedded market.  This
transaction was accounted for under the pooling of
interests method.  The results of operations of Force are
not considered material to Company's consolidated results of
operations.  Accordingly, the Company's historical financial
statements have not been restated to reflect the financial
position and results of operations of Force, and pro-forma
financial information has not been disclosed.



ITEM 2      MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
                  CONDITION AND RESULTS OF OPERATIONS

          The following Management's Discussion and Analysis
of Financial Condition and Results of Operations contains
forward-looking statements which involve risks and
uncertainties.  The Company's actual results could differ
materially from those anticipated in these forward-looking
statements as a result of certain factors, including those
factors set forth under "Trends and Uncertainties" below.


General

          Solectron's net sales are derived from sales to
electronics system original equipment manufacturers.  The
majority of the Company's customers compete in the
telecommunications, computer peripherals, workstation and
personal computer segments of the electronics industry.  The
Company uses advanced manufacturing technologies in assembly
and manufacturing management of complex printed circuit
boards and electronics systems.  A discussion of some of the
potential fluctuations in operating results is discussed
under "Trends and Uncertainties" below.

         On November 26, 1996, Solectron exhanged approximately
$205 million shares of common stock and options for all of the 
outstanding stock and options of Force Computers Inc. (Force)
a designer and provider of computer platforms for the embedded
market.  The transaction was accounted for under the pooling 
of interests method.  The results of operations for Force
are not considerd material to the Comany's consolidated
results of operations.  Accordingly, the Company's historical
financial statements have not been restated to reflect the 
financial position and results of oprations of Force, and
pro-forma financial information has not been disclosed.  

          As of November 30, 1996, excluding the locations
of the Force Computers and Fine Pitch Technologies
subsidiaries, the Company had manufacturing operations in
eleven locations, six of which are overseas.  Solectron has
a sales support office located in Japan.  Force Computers'
corporate headquarters are located in San Jose, California.
Its European headquarters and the significant portion of its
operations are located in Munich, Germany.  Force Computers
has sales support offices in the United Kingdom, France,
Sweden, Belgium, Israel and Japan.  Fine Pitch Technologies
is headquartered in San Jose, California with additional
operations in Mountain View, California and Santa Ana,
California.


Results of Operations

          The electronics industry is subject to rapid
technological change, product obsolescence and price
competition.  These and other factors affecting the
electronics industry, or any of the Company's major
customers in particular, could have a materially adverse
effect on the Company's results of operations.  See "Trends
and Uncertainties -Potential Fluctuations in Operating
Results and Competition" below for further discussion of
potential fluctuations in operating results.

          The following table sets forth, for the three
months ended November 30, 1996 and 1995, certain items as a
percentage of net sales.  The first quarter operating
results only included four days of Force Computers'
operating results as Force Computers was purchased on
November 26, 1996.  The table and the discussion below
should be read in conjunction with the consolidated
financial statements and notes thereto that appear elsewhere
in this report.

                                              Three Months Ended
                                                  November 30,
                                           -------------------------
                                              1996            1995
                                           ----------      ----------

   Net sales                                  100.0%          100.0%
   Cost of sales                               89.3            90.4
                                           ----------      ----------
         Gross profit                          10.7             9.6
   Operating expenses:
     Selling, general & administrative          4.1             3.5
     Research & development                      .1              .2
     Acquisition costs                           .5               -
                                           ----------      ----------
         Operating income                       6.0             5.9
   Interest (income) expense, net                .1             (.1)
                                           ----------      ----------
         Income before income taxes             5.9             6.0
   Income taxes                                 2.0             2.0
                                           ----------      ----------
   Net income                                   3.9%            4.0%


          Net sales for the first quarter of fiscal 1997
increased 17% over the first quarter of fiscal 1996.  The
increase in net sales is primarily due to the addition of new 
sites to the Company, particularly the site acquired in Austin,
Texas, as well as the net increase in sales volume from both
existing and new customers.  The overall increase in sales includes
the offsetting impact of several ongoing programs reaching
end of life and additionally, a shift in the product mix to
one with a somewhat higher overall consignment
content.  The change in product mix is due to the
Company taking on some large volume consignment projects
which it may to convert to turn key over time.  This resulted in 
lower material revenues for these projects which in turn
lowered the Company's overall revenue growth
rate.  During the first quarter, the Company initiated
activities on new programs in all regions.  These new
programs are scheduled to "ramp-up" to full scale production
over the next few quarters.  On a regional basis, sales in
the Company's European region were somewhat weaker primarily
due to declines in revenues from older programs in the
Bordeaux facility as these programs reach end of life.
Revenues in Asia were also reduced due to many of the same
end of life factors as in Europe, compounded by an
increase in consignment mix.  Sales in the North American
Region were strong led by increases in sales to existing and
new customers.  Sales at the Company's new site
in Austin, Texas also had a significant positive impact on the
North American sales results.  Although the Company
does not currently anticipate any future decline in sales,
to lessen the potential impact of any possible future
decline to customers within any particular region
or market segment, the Company is committed to seeking
diversification of its customer base among many countries,
market segments and product lines within market segments.

          The Company's largest customer during the first
three months of fiscal 1997 was Hewlett-Packard Corporation
(HP).  Net sales to HP during the three month period ended
November 30, 1996 accounted for 12.5% of consolidated net
sales, compared to less than 10% for the same period in
fiscal 1996.  For the three month period ended November 30,
1995, International Business Machines (IBM) represented the
Company's largest customer with sales accounting for 11.7%
of consolidated net sales.  For the three month period ended
November 30, 1996, sales to IBM were less than 10% of
consolidated net sales.  The decrease in sales to IBM as a
percentage of consolidated net sales is in part due to a
decrease of sales to IBM in absolute dollar amounts at the
Company's Bordeaux, France site.  This decrease was in
conjunction with the termination of the Company's
manufacturing services agreement with IBM in December 1995.
Net sales to the Company's top ten customers during the
first three months of fiscal 1997 accounted for 64.7% of
consolidated net sales, down from 71% in the first three
months of fiscal 1996.

          Net sales at the Company's foreign locations
contributed approximately 24% of consolidated net sales in
the first three months of fiscal 1997, compared to 35% in
the first three months of fiscal 1996.  The decrease in
foreign sales as a percentage of total sales is due to the
decreases in sales volume at some of the larger sites in
Europe and Asia and the strong increase in domestic sales
volume primarily due to the purchase of the site in
Austin, Texas.  The rate of foreign versus domestic sales, as
well as foreign versus domestic sales rates as a percentage of
the Company's overall sales, can fluctuate significantly
over time.  See "Trends and Uncertainties" below for a
further discussion of potential fluctuations in operating
results.

          The Company's operations in Milpitas, California
contributed a substantial portion of the Company's net sales
and operating income during the first three months of fiscal
1997 and fiscal 1996.  The results of the Company's Milpitas
operations are expected to continue as a significant factor
in the overall financial results of the Company.  Any
material change to the customer base, product mix,
efficiency or other attributes of this site could have a
material adverse effect on the Company's results of
operations.

          The Company believes that its ability to continue
to achieve growth will depend upon growth in sales to
existing customers for their current and future product
generations and successful marketing to new customers.
Customer contracts can be canceled and volume levels can be
changed or delayed.  The timely replacement of delayed,
canceled or reduced orders with new business cannot be
assured.  In addition, there can be no assurance that any of
the Company's current customers will continue to utilize the
Company's services.  The Company does not have any firm long-
term volume purchase commitments from any of it's customers.
Because of these factors, there can be no assurance that the
Company's historical revenue growth rate will continue.  See
"Trends and Uncertainties" below for a discussion of certain
factors affecting the management of growth, geographic
expansion and potential fluctuations in sales and results of
operations.

          The gross margin % for the first quarter in fiscal
1997 has improved over that of the first quarter in fiscal
1996 largely as a result of the changes in product mix
resulting in a greater percentage of consignment than in the
same period last year.  Consignment projects typically have
higher gross margins than turnkey projects.  Over time,
gross margins at the individual sites and for the Company as
a whole may continue to fluctuate.  Increases in turnkey
business, additional costs associated with new projects, and
price erosion within the electronics industry could
adversely affect the Company's gross margin.  Additionally,
changes in product mix could cause the Company's gross
margin to fluctuate.  Also, while the availability of raw
materials appears adequate to meet the Company's current
revenue projections for the foreseeable future, component
availability is still subject to lead time and other
constraints which could possibly limit the Company's revenue
growth.  Because of these factors and others discussed under
"Trends and Uncertainties" below, there can be no assurance
that the Company's gross margin will not fluctuate or
decrease in future periods.

          Selling, general and administrative (SG&A)
expenses as a percentage of net sales for the three month
period ended November 30, 1996 were 4.1%.  This compares to
3.5% for the same period of 1995.  The most significant
reason for the increase in SG&A as a percentage of sales is
costs associated with investments in starting up or
purchasing new sites and investments in the Company's
information systems.  In absolute dollars, the increase can
also be attributed to growth in infrastructure such as
personnel and related departmental expenses at all
manufacturing locations to support the increased size and
complexity of the Company's business and the addition of new
sites in Malaysia (Johor), California (Fine Pitch
Technologies), Texas, China and most recently, Boston.  The
Company anticipates SG&A expenses will continue to increase
in terms of absolute dollars in the future, and may possibly
increase as a percentage of revenue, as the Company
continues to build the infrastructure necessary to support
its current and prospective business.

          The Company's research and development activities
have been focused primarily on the development of prototype
and engineering design capabilities, fine pitch
interconnecting technologies (which include ball-grid array,
tape-automated bonding, multichip modules, chip-on-flex,
chip-on-board, and flip chip), high reliability
environmental stress test technology, and the implementation
of environmentally-friendly assembly processes, such as VOC-
free and no-clean. primarily on refinement of prototype
engineering, the development of concurrent engineering, fine
pitch interconnection technologies (which include ball-grid
array, tape-automated bonding, multichip modules, and other
direct chip attachment technologies), reliability test
technology (mechanical deflection system and accelerate
thermal cycling test), no-clean soldering processes,
fluxless soldering process, and lead free soldering process.
R&D expenses did not change significantly in the first
quarter of fiscal 1997 compared to the same period in fiscal
1996. Research and development expenses are not expected to
change significantly in the near future.

          A one time charge for acquisition costs of
approximately four million dollars was incurred as a result
of the acquisition of Force Computers Inc. during the
quarter ended November 30, 1996.

          As a result of issuing the new convertible
subordinated notes in February, 1996 and the senior notes in
March, 1996, interest expense for the three months ended
November 30, 1996 has increased over the same period in
fiscal 1996.  Interest expense on the new issues is expected
to be approximately $25 million annually and will be
partially offset by interest earned on undeployed cash.


Liquidity and Capital Resources

          Working capital was $852 million as of November
30, 1996 compared to $786 million at the end of fiscal 1996.
In addition to increases in working capital generated from
existing sites, the increase is largely due to an increase
in working capital resulting from the acquisition of new
sites.  Management expects Solectron to continue to grow in
size, consequently the Company is expected to utilize
greater amounts of working capital to support its growth in
operations.  The Company believes its current level of
working capital together with cash generated from operations
and the Company's available credit will provide adequate
working capital for the foreseeable future.

          Inventory levels fluctuate directly with the
volume of the Company's manufacturing.  Changes or
significant fluctuations in product market demands can cause
fluctuations in inventory levels which may result in changes
in levels of inventory turns and liquidity.  Historically,
the Company has been able to manage it's inventory levels
with regard to these fluctuations.  However, should
material fluctuations occur in product demand, the Company
could experience slower turns and reduced liquidity.

          During the first three months of fiscal 1997, the
Company invested approximately $22 million in capital
expenditures.  Approximately $6 million of this investment
went to replace or upgrade equipment which was retired or
sold.  The net book value of the retired and sold equipment
was not significant.  The remaining investment was mainly in
new equipment, primarily surface mount assembly and test
equipment, to meet current and expected production levels.
For the remainder of fiscal 1997 total capital expenditures
at existing facilities are expected to be in the range of
$110 to $145 million.

          In addition to the Company's working capital as of
November 30, 1996, the Company has available a $100 million
unsecured domestic revolving credit facility.   In addition,
Force Computers Inc. has a $26 million unsecured revolving
credit facility of which approximately $25 million is
available.  Also, the Company has approximately $51 and $8 million
in available foreign and domestic credit facilities respectively.
Beginning in September 1997, the Company will be required to pledge
approximately $52 million of cash or marketable securities
as collateral for its obligation under the terms of the
Company's operating lease for its facilities in Milpitas,
California.  The lease expires September, 1999.  The Company
intends to re-negotiate the terms of the lease before
September 1997.


Trends and Uncertainties

Customer Concentration; Dependence in the Electronics
Industry

          A small number of customers are currently
responsible for a significant portion of the Company's net
sales.  In the three month period ended November 30, 1996
and in the fiscal years 1996, 1995, and 1994 the Company's
ten largest customers accounted for at least 64% of
consolidated net sales.  The Company is dependent upon
continued revenues from its top ten customers.  Any material
delay, cancellation or reduction of orders from these or
other significant customers could have a material adverse
effect on the Company's results of operations. The Company's
largest customer during the first three months of fiscal
1997 was Hewlett-Packard Corporation (HP).  Net sales to HP
during this period accounted for 12.5% of consolidated net
sales, compared to less than 10% in the first three months
of fiscal 1996.  For the three months ended November 30,
1995, International Business Machines (IBM) represented the
Company's largest customer with sales accounting for 11.7%
of consolidated net sales.  For the three months ended
November 30, 1996, sales to IBM were less than 10% of total
consolidated sales.  There can be no assurances that the
Company will continue to do business with IBM, HP or any
other customer.

          The percentage of the Company's sales to its major
customers may fluctuate from period to period.  Significant
reductions in sales to any of these customers would have a
materially adverse effect on the Company's results of
operations.  The Company has no firm long-term volume
purchase commitments from its customers, and over the past
few years has experienced reduced lead-times in customer
orders.  In addition, customer contracts can be canceled and
volume levels can be changed or delayed.  The timely
replacement of canceled, delayed or reduced contracts with
new business cannot be assured.  These risks are increased
because a majority of the Company's sales are to customers
in the electronics industry, which is subject to rapid
technological change and product obsolescence.  The factors
affecting the electronics industry in general, or any of the
Company's major customers in particular, could have a
material adverse effect on the Company's results of
operations.

          There can be no assurance that sales to customers
within any particular market segment will not experience
decreases which could have an adverse effect on the
Company's sales.

Management of Growth; Geographic Expansion

          The Company has experienced substantial growth
over the last five fiscal years, with net sales increasing
from $407 million in fiscal 1992 to $2.8 billion in fiscal
year 1996.  In recent years, the Company has acquired
facilities in many locations, including the Company's most
recent purchase of Force Computers Inc., which has
operations in California and Germany.  Additionally, the
Company continually evaluates growth and acquisition
opportunities and may pursue additional opportunities over
time.  There can be no assurance that the Company's
historical revenue growth will continue or that the Company
will successfully manage the integration of Force Computers
or any other business it may acquire in the future.  As the
Company manages its existing operations and expands
geographically, it may experience certain inefficiencies as
it integrates new operations and manages geographically
dispersed operations.  In addition, the Company's results of
operations could be adversely affected if its new facilities
do not achieve growth sufficient to offset increased
expenditures associated with geographic expansion.  Should
the Company increase its expenditures in anticipation of a
future level of sales which does not materialize, its
profitability would be adversely affected.  On occasion,
customers may require rapid increases in production which
can place an excessive burden on the Company's resources.

Acquisition of Force Computers Inc.

          The acquisition of Force Computers Inc.
entails a number of risks, including successfully
managing the integration of the operations, retention
of key employees at Force Computers, and managing an
increasingly larger and more geographically disparate
business.  In addition, Solectron has no significant
prior experience in managing and operating a computer
platform design business.  There can be no assurance
the Company will successfully manage this business or
obtain the anticipated customer synergy.  In the event
that Solectron is unsuccessful in managing and
integrating the Force Computers business, the
acquisition could require significant additional
management attention.  If the Company is unsuccessful
in integrating and managing the Force Computers
business, Solectron's results of operations could be
materially adversely affected.

International Operations

          As a result of its foreign sales and facilities,
the Company's operations are subject to risks of doing
business abroad, including but not limited to, fluctuations
in the value of currency, export duties, changes to import
and export regulations (including quotas), possible
restrictions on the transfer of funds, employee turnover,
labor unrest, longer payment cycles, greater difficulty in
collecting accounts receivable, the burdens and costs of
compliance with a variety of foreign laws and, in certain
parts of the world, political instability.  While to date
these factors have not had an adverse impact on the
Company's results of operations, there can be no assurance
that there will not be such an impact in the future. In
addition, the Company currently benefits from a tax holiday
in its Penang, Malaysia site which expires on January 31,
1997.  The Company is seeking to have the tax holiday
extended.  If the tax holiday is not extended, the Company's
effective income tax rate would likely increase.

Availability of Components

          A substantial portion of the Company's net sales
are derived from turnkey manufacturing in which the Company
provides both materials procurement and assembly.  In
turnkey manufacturing, the Company potentially bears the
risk of component price increases, which could adversely
affect the Company's gross profit margins.  At various times
there have been shortages of components in the electronics
industry.  If significant shortages of components should
occur, the Company may be forced to delay manufacturing and
shipments, which could have a materially adverse effect on
the Company's results of operations.

Potential Fluctuations in Operating Results

          The Company's operating results are affected by a
number of factors, including the mix of turnkey and
consignment projects, capacity utilization, price
competition, the degree of automation that can be used in
the assembly process, the efficiencies that can be achieved
by the Company in managing inventories and fixed assets, the
timing of orders from major customers, fluctuations in
demand for customer products, the timing of expenditures in
anticipation of increased sales, customer product delivery
requirements and increased costs and shortages of components
or labor.  The Company's turnkey manufacturing, which
typically results in higher net sales and gross profits but
lower gross profit margins than assembly and testing
services, represents a substantial percentage of net sales.
All of these factors can cause fluctuations in the Company's
operating results.

Competition

          The electronics assembly and manufacturing
industry is comprised of a large number of companies,
several of which have achieved substantial market share.
The Company also faces competition from current and
prospective customers which evaluate Solectron's
capabilities against the merits of manufacturing products
internally.  Solectron competes with different companies
depending on the type of service or geographic area.
Certain of the Company's competitors have broader geographic
breadth.  They also may have greater manufacturing,
financial, research and development and marketing resources
than the Company.  The Company believes that the primary
basis of competition in its targeted markets is
manufacturing technology, quality, responsiveness, the
provision of value-added services and price.  To be
competitive, the Company must provide technologically
advanced manufacturing services, high product quality
levels, flexible delivery schedules, and reliable delivery
of finished products on a timely and price competitive
basis.  The Company currently may be at a competitive
disadvantage as to price when compared to manufacturers with
lower cost structures, particularly with respect to
manufacturers with established facilities where labor costs
are lower.

Intellectual Property Protection

          The Company's ability to compete may be affected
by its ability to protect its proprietary information.  The
Company obtained a limited number of U.S. patents related to
the process and equipment used in it's surface mount
technology.  The Company believes these patents are
valuable.  However, there can be no assurance that these
patents will provide meaningful protection for the Company's
manufacturing process and equipment innovations.

          There can be no assurance that third parties will
not assert infringement claims against the Company or its
customers in the future.  In the event a third party does
assert an infringement claim, the Company may be required to
expend significant resources to develop a non-infringing
manufacturing process or to obtain licenses to the
manufacturing process which is the subject of litigation.
There can be no assurance that the Company would be
successful in such development or that any such licenses
would be available on commercially acceptable terms, if at
all. In addition, such litigation could be lengthy and
costly and could have a material adverse effect on the
Company's financial condition regardless of the outcome of
such litigation.

Environmental Compliance

          The Company is subject to a variety of
environmental regulations relating to the use, storage,
discharge and disposal of hazardous chemicals used during
its manufacturing process.  Any failure by the Company to
comply with present and future regulations could subject it
to future liabilities or the suspension of production.  In
addition, such regulations could restrict the Company's
ability to expand its facilities or could require the
Company to acquire costly equipment or to incur other
significant expenses to comply with environmental
regulations.

Dependence on Key Personnel and Skilled Employees

          The Company's continued success depends to a large
extent upon the efforts and abilities of key managerial and
technical employees.  The loss of services of certain key
personnel could have a material adverse effect on the
Company.  The Company's business also depends upon its
ability to continue to attract and retain senior managers
and skilled employees.  Failure to do so could adversely
affect the Company's operations.

Possible Volatility of Market Price of Common Stock

          The trading price of the common stock is subject
to significant fluctuations in response to variations in
quarterly operating results, general conditions in the
electronics industry and other factors.  In addition, the
stock market is subject to price and volume fluctuations
which affect the market price for many high technology
companies in particular, and which often are unrelated to
operating performance.



SOLECTRON CORPORATION AND SUBSIDIARIES



Part II.          OTHER INFORMATION

      Item 1:     Legal Proceedings

                  None

      Item 2:     Changes in Securities

                  None

      Item 3:     Defaults upon Senior Securities

                  None

      Item 4:     Submission of Matters to a Vote of Security Holders

                  None

      Item 5:     Other Information

                  None

      Item 6:     Exhibits and Reports on Form 8-K

                  (a)  Exhibits

                  11.1  Statement re:  Computation of Net Income per
                  Share

                  (b)  Reports on Form 8-K

                  None





SOLECTRON CORPORATION



SIGNATURES



Pursuant to the requirements of the Securities Exchange Act
of 1934, the Registrant has duly caused this report to be
signed on its behalf by the undersigned thereunto duly
authorized.




                                     SOLECTRON CORPORATION
                                    (Registrant)



Date: January 13, 1997            By:  /s/ Koichi Nishimura
                                    -----------------------
                                    Koichi Nishimura, Ph.D.
                                    President, Chief Executive Officer
                                    and Chairman of the Board



Date: January 13, 1997           By: /s/ Koichi Nishimura
                                   ______________________
                                    Susan Wang
                                    Senior Vice President, Chief
                                    Financial Officer and
                                    Secretary
                                    (Principal Financial and
                                    Accounting Officer)




Exhibit 11.1

                     SOLECTRON CORPORATION AND SUBSIDIARIES
              STATEMENT REGARDING COMPUTATION OF NET INCOME PER SHARE
                      (In thousands, except per share data)


                                                 Three Months Ended
                                                    November 30,
                                               _____________________
                                                 1996         1995
                                               _________   _________
Weighted average number of shares of common
stock and common stock equivalents:

Primary:
     Common stock                                52,946     49,725
     Common stock equivalents - stock options     1,567      1,308
                                                 ________  ________
        Total primary shares                     54,513     51,033
                                                 --------  --------

Fully diluted:
     Common shares issuable upon assumed
     conversion of convertible subordinated
     notes                                        3,402      1,960

     Incremental increase in common stock
     equivalents using end of period
     market price                                   385         41
                                                ________  _________
        Total fully diluted shares               58,300     53,034
                                                ________  _________



Net income - primary                           $ 31,475   $ 27,347

     Interest accretion on convertible
     subordinated notes, net of taxes             2,277        350
                                                ________  _________
Net income - fully diluted                     $ 33,752   $ 27,697
                                                ________  _________



Net income per share - primary                 $   0.58   $   0.54
                                                 ________  ________


Net income per share - fully diluted           $   0.58   $   0.52
                                                 ________  ________