SECURITIES AND EXCHANGE COMMISSION
                            WASHINGTON, D.C.
                         ______________________

                               FORM 10-K
             ANNUAL REPORT UNDER SECTION 13 OR 15(d) OF THE 
                     SECURITIES EXCHANGE ACT OF 1934        
             ______________________________________________
Mark One
[x] Annual report pursuant to section 13 or 15(d) of the Securities   
    Exchange Act of 1934 [Fee Required] 
    For the Fiscal Year Ended August 31, 1997, 
or

[ ] Transition report pursuant to section 13 or 15(d) of the Securities   
    Exchange Act of 1934 [No Fee Required] 
    For the Transition Period From ____________ to ____________

Commission File Number 1-11098

                          SOLECTRON CORPORATION
         (Exact name of registrant as specified in its charter)

            Delaware                             94-2447045
 (State or other jurisdiction of              (I.R.S. Employer
  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

Securities registered pursuant to Section 12(b) of the Act:
Common Stock traded on New York Stock Exchange

Securities registered pursuant to Section 12(g) of the Act:
Common Stock

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 report(s), and (2) has 
been subject to such filing requirements for the past 90 days.
  YES  __X__                    NO _____

Indicate by check mark if disclosure of delinquent filers pursuant to 
Item 405 of Regulation S-K is not contained herein, and will not be 
contained, to the best of registrant's knowledge, in definitive proxy or 
information statements incorporated by reference in Part III of this 
Form 10-K or any amendment to this Form 10-K.  [  ]

The aggregate market value of the Registrant's Common Stock held by non-
affiliates on October 31, 1997 (based upon the last reported price of 
the Common Stock on the New York Stock Exchange on such date) was 
approximately $2,850 million.

As of October 31, 1997, there were approximately 114,880,598 shares of 
the Registrant's Common Stock outstanding.

                                    1
<PAGE>
                  DOCUMENTS INCORPORATED BY REFERENCE

The Registrant's definitive Proxy Statement for the Annual Meeting of 
Stockholders to be held on January 14, 1998, which the Company will file 
with the Securities and Exchange Commission within 120 days after the 
end of the fiscal year covered by this report, is incorporated by 
reference in Part III of this Form 10-K to the extent stated herein.




















                                   2
<PAGE>
                         SOLECTRON CORPORATION
                     1997 FORM 10-K ANNUAL REPORT
                           TABLE OF CONTENTS


                                                          Page
                                Part I

Item 1.   Business                                          4

Item 2.   Properties                                       13

Item 3.   Legal Proceedings                                14

Item 4.   Submission of Matters to a Vote of 
          Security Holders                                 14


                                Part II

Item 5.   Market for the Registrant's Common Equity 
          and Related Stockholder Matters                  15

Item 6.   Selected Financial Data                          16

Item 7.   Management's Discussion and Analysis of 
          Financial Condition and Results of Operations    17

Item 8.   Financial Statements and Supplementary Data      29

Item 9.   Changes in and Disagreements with Accountants
          on Accounting and Financial Disclosure           51


                                Part III

Item 10.  Directors and Executive Officers of the 
          Registrant                                       52

Item 11.  Executive Compensation                           55

Item 12.  Security Ownership of Certain Beneficial 
          Owners and Management                            55

Item 13.  Certain Relationships and Related Transactions   55


                                Part IV

Item 14.  Exhibits, Financial Statement Schedules and 
          Reports on Form 8-K                              56

          Signatures                                       57


                                   3



<PAGE>

                                 PART I

ITEM 1:   SOLECTRON BUSINESS

Solectron Corporation (the Company or Solectron) is an independent 
provider of customized manufacturing services to electronics original 
equipment manufacturers (OEMs). Solectron provides a wide variety of 
pre-manufacturing, manufacturing and post-manufacturing services. 
Solectron's goal is to offer its customers the significant competitive 
advantages that can be obtained from manufacturing outsourcing such as 
access to advanced manufacturing technologies, shortened product time-
to-market, reduced cost of production and more effective asset 
utilization. Solectron currently conducts operations in the Western, 
Southwestern and Eastern United States, Europe and Asia. In fiscal 1998, 
the Company added facilities in Mexico and Brazil. Solectron believes 
that the geographically diverse locations of its facilities enable it to 
build closer regional relationships with its customers and to better 
meet its customers' cost and local market content requirements.

Solectron Corporation was originally incorporated in California in 
August 1977 and reincorporated in Delaware in February 1997. Solectron's 
corporate headquarters are located at 777 Gibraltar Drive, Milpitas, 
California 95035. Its telephone number is (408) 957-8500.

The information contained within this overview of the business, is 
qualified in its entirety by, and is subject to, the detailed 
information, consolidated financial statements and notes thereto 
contained elsewhere within this document under "Management's Discussion 
and Analysis of Financial Condition and Results of Operations" and 
"Financial Statements and Supplementary Data".

Industry Overview

Solectron is benefiting from increased worldwide market acceptance of, 
and reliance upon, the use of manufacturing specialists by many 
electronics OEMs. Solectron believes the trend towards outsourcing 
manufacturing will continue. OEMs utilize manufacturing specialists for 
many reasons including the following:

Reduce Time to Market.  Due to intense competitive pressures in the 
electronics industry, OEMs are faced with increasingly shorter product 
life-cycles and therefore have a growing need to reduce the time 
required to bring a product to market. OEMs can reduce their time to 
market by using a manufacturing specialist's manufacturing expertise and 
infrastructure.

Reduce Investment.  As electronic products have become more 
technologically advanced and shipped in greater unit volumes, the 
necessary investment required for internal manufacturing has increased 
significantly for working capital, capital equipment, labor, systems and 
infrastructure. Use of manufacturing specialists enables OEMs to gain 
access to advanced manufacturing capabilities while substantially 
reducing overall resource requirements.

Focus Resources.  Because the electronics industry is experiencing 
greater levels of competition and more rapid technological change, many 
OEMs increasingly are seeking to focus their resources on activities and 
technologies in which they add the greatest value. By offering 
comprehensive electronics assembly and related manufacturing services, 

                                   4
<PAGE>
manufacturing specialists allow OEMs to focus on their own core 
competencies such as product development and marketing.

Access Leading Manufacturing Technology.  Electronic products and 
electronics manufacturing technology have become increasingly 
sophisticated and complex, making it difficult for OEMs to maintain the 
necessary technological expertise to manufacture products internally. 
OEMs are motivated to work with a manufacturing specialist in order to 
gain access to the specialist's expertise in interconnect, test and 
process technologies.

Improve Inventory Management and Purchasing Power. Electronics industry 
OEMs are faced with increasing difficulties in planning, procuring and 
managing their inventories efficiently due to frequent design changes, 
short product life-cycles, large investments in electronic components, 
component price fluctuations and the need to achieve economies of scale 
in materials procurement. OEMs can reduce production costs by using a 
manufacturing specialist's volume procurement capabilities. In addition, 
a manufacturing specialist's expertise in inventory management can 
provide better control over inventory levels and increase the OEM's 
return on assets.

Access Worldwide Manufacturing Capabilities.  OEMs are increasing their 
international activities in an effort to lower costs and access foreign 
markets. Manufacturing specialists with worldwide capabilities are able 
to offer such OEMs a variety of manufacturing location options to better 
address their objectives regarding cost, shipping location, frequency of 
interaction with manufacturing specialists and local content 
requirements of end-market countries.

Strategy

Solectron's goal is to offer its customers the significant competitive 
advantages of manufacturing outsourcing, such as access to advanced 
manufacturing technologies, shortened product time-to-market, reduced 
cost of production and more effective asset utilization. To achieve this 
goal Solectron's strategy emphasizes the following key elements:

Quality.  Solectron believes that product quality is a critical success 
factor in the electronics manufacturing market. Solectron strives for 
continuous improvement of its processes and has adopted a number of 
quality improvement and measurement techniques to monitor its 
performance. Solectron has received numerous superior service and 
quality awards, including the Malcolm Baldrige National Quality Award in 
1991 and again in 1997, the State of California Governor's Golden State 
Award in 1994, the North Carolina Quality Leadership Award in 1996, 
Malaysian Quality Management Excellence Award in 1996 as well as the 
Malaysian Prime Minister's Quality Award in 1997, the Texas Quality 
Award in 1996 and numerous awards from its customers. All of Solectron's 
manufacturing facilities, except for Fine Pitch Technology, Inc. and the 
recently-established facilities in China and Mexico, are certified under 
ISO-9000 standards, which are international quality standards for 
design, manufacturing and distribution management systems.

Manufacturing Partnerships.  An important element of Solectron's 
strategy is to establish partnerships with major and emerging OEM 
leaders in diverse segments across the electronics industry. Solectron's 
customer base consists of leaders in industry segments such as 
networking, telecommunications, workstations, personal computers, 
computer peripherals, instrumentation, semiconductor equipment and 

                                   5
<PAGE>
avionics. Due to the costs inherent in supporting customer 
relationships, Solectron focuses its efforts on customers with which the 
opportunity exists to develop long-term business partnerships. 
Solectron's goal is to provide its customers with total manufacturing 
solutions for both new and more mature products, as well as across 
product generations. Solectron's manufacturing services range from 
providing design and new product introduction services, to just-in-time 
delivery on low to medium volume turnkey and consignment projects and 
projects that require more value-added services, to servicing OEMs that 
require price-sensitive, high-volume production.

Turnkey Capabilities.  Another element of Solectron's strategy is to 
provide a complete range of manufacturing management and value-added 
services, including materials management, board design, concurrent 
engineering, assembly of complex printed circuit boards and other 
electronic assemblies, test engineering, software manufacturing, 
accessory packaging and post-manufacturing services. Solectron believes 
that as manufacturing technologies become more complex and as product 
life-cycles shorten, OEMs will increasingly contract for manufacturing 
on a turnkey basis as they seek to reduce their time to market and 
capital asset and inventory costs. A substantial portion of Solectron's 
revenue is from its turnkey business. Solectron believes that the 
ability to manage and support large turnkey projects is a critical 
success factor and a significant barrier to entry for the market it 
serves. In addition, Solectron believes that due to the difficulty and 
long lead-time required to change manufacturers, turnkey projects 
generally increase an OEM's dependence on its manufacturing specialist, 
resulting in greater stability of Solectron's customer base and in 
closer working relationships. Solectron has been successful in 
establishing sole source positions with many of its customers for 
certain of their products.

Advanced Manufacturing Process Technology.  Solectron intends to 
continue to offer its customers the most advanced manufacturing process 
technologies, including surface mount technology (SMT) and ball-grid 
array (BGA) assembly and testing and emerging interconnect technologies. 
Solectron has developed substantial SMT expertise including advanced, 
vision-based component placement equipment. Solectron believes that the 
cost of SMT assembly facilities and the technical capability required to 
operate a high-yield SMT operation are significant competitive factors 
in the market for electronic assembly. Solectron also has the capability 
to manufacture using tape-automated-bonding, chip-on-substrate and other 
more advanced manufacturing processes.

Diverse Geographic Operations.  An important element of Solectron's 
strategy is to establish production facilities in areas of high customer 
density or where manufacturing efficiencies can be achieved. Solectron 
currently has operations in the Western, Southwestern and Eastern United 
States, Mexico, Brazil, Europe and Asia. Solectron believes that its 
facilities in these diverse geographic locations enable Solectron to 
better address its customers' objectives regarding cost, shipping 
location, frequency of interaction with manufacturing specialists and 
local content requirements of endmarket countries. In addition, 
Solectron has its Asia/Pacific headquarters office in Taipei, Taiwan, 
and a business development office in Tokyo, Japan. Solectron intends to 
continue to expand its operations as necessary to continue to serve its 
existing customers and to develop new business.

                                   6
<PAGE>
International Manufacturing Capability

Western United States.  Solectron's headquarters and largest 
manufacturing operations are located in Silicon Valley, principally in 
Milpitas, California. Solectron believes that the location of these 
facilities in one of the largest concentrations of OEM electronics 
manufacturers permits it to more efficiently provide low to high volume 
printed circuit board assembly, system build and other services to such 
OEMs. In addition, Solectron has a smaller site strategically located in 
Everett, Washington to help serve Solectron's customers in the Pacific 
Northwest and elsewhere.

The Company's subsidiary, Fine Pitch Technology, Inc., headquartered in 
San Jose, California, provides extensive prototype services for 
electronics OEMs, further enhancing Solectron's ability to address the 
needs of design teams who require almost immediate availability of 
highly complex prototype assemblies.

In November 1996, the Company completed its acquisition of Force 
Computers, Inc. (Force), a leading designer and supplier of open, 
scalable system- and board-level embedded computer platforms for the 
telecomunications, industrial and command and control markets. Unlike 
general purpose computers, embedded computers are incorporated into 
systems and equipment to perform a single or limited number of critical 
control functions and are generally integrated into larger automated 
systems. A processor independent company, Force delivers products based 
on SPARC, Pentium, PowerPC and 68K technologies and has expertise in 
system design, board design, system integration and manufacturing. Force 
also provides support services, such as system configurations, 
application consulting and training to its customers.  The addition of 
Force Computers further enhances the Company's array of services, 
particularly in pre-manufacturing areas. Force Computers' corporate 
headquarters are located in San Jose, California.  Its European 
headquarters and a significant portion of its manufacturing operations 
are located in Munich, Germany.  In addition to its headquarters 
locations, Force has thirteen sales support offices in the United States 
and six sales support offices in various international locations.

Southwestern United States.  In March 1996, Solectron acquired the 
Austin, Texas-based Custom Manufacturing Services business from Texas 
Instruments Incorporated (TI). This facility is staffed primarily by 
former TI personnel with extensive manufacturing experience. Solectron 
believes that the Austin facility is situated in a geographic region 
with strong growth of electronics OEMs which will allow Solectron to 
better service its existing customers and to attract new ones.

Eastern United States.  Solectron's Eastern United States operations are 
located in Charlotte, North Carolina and Westborough, Massachusetts. 
These facilities are staffed by personnel with extensive electronics 
manufacturing and product design experience. Solectron believes that the 
Charlotte facility allows it to better pursue new business opportunities 
with new and existing customers having Eastern United States operations 
because of Charlotte's status as a transportation hub and its relative 
proximity to major Eastern United States electronics markets. The 
Westborough facility is located near Boston, in the center of a 
geographic region with a large concentration of electronics OEMs.

Mexico.  Solectron's site in Guadalajara, Mexico is expected to begin 
providing printed circuit board assembly and system-build manufacturing 
services to both existing and new customers in the first quarter of 

                                   7
<PAGE>
fiscal 1998. This site was established to offer customers a low-cost 
manufacturing facility in North America.

Europe.  Solectron has three European sites. One site is located in 
Bordeaux, France. This facility was purchased from International 
Business Machines Corporation (IBM). Solectron also has operations in 
Dunfermline, Scotland, which were acquired from Philips Electronics. 
Solectron believes that this facility allows it to better serve the many 
electronics OEMs located in the United Kingdom. Solectron's printed 
circuit board assembly operation now located in Herrenberg, Germany, was 
acquired from Hewlett-Packard Company. This facility allows Solectron to 
better serve the German market. In addition, Force Computers' European 
headquarters and a major portion of its manufacturing operations are 
located in Munich, Germany.

Asia.  Solectron's Southeast Asia manufacturing operations are located 
in Penang and Johor, Malaysia. The operations were established to better 
serve the needs of OEMs requiring price-sensitive, high-volume 
production capabilities and to provide more efficient manufacturing 
services to customers located in Southeast Asia. The facilities 
currently provide electronics assembly, materials management and other 
services to customers located in Malaysia, Singapore, Japan, the United 
States and other locations. 

Solectron's facility in Suzhou, China began operations in fiscal 1997. 
This facility currently provides low-cost manufacturing services to 
Solectron's Asian customer base.

Acquisition of Ericsson Manufacturing Facility and Related Transactions. 
In March 1997, Solectron entered into a memorandum of understanding with 
Ericsson Telecom AB's Business Area Infocom Systems (Ericsson) to set up 
a New Product Introduction center in Norrkoping and Stockholm, Sweden, 
transfer a portion of production from certain Ericsson plants to 
Solectron manufacturing sites and purchase an existing Ericsson printed 
circuit board assembly operation. In July 1997, Solectron and Ericsson 
signed certain definitive agreements regarding these transactions. In 
October 1997, Solectron acquired certain assets, primarily inventory and 
equipment, of Ericsson's Brazil operation and hired approximately 370 
persons formerly associated with the printed circuit board assembly 
operations of Ericsson Telcomunicacoes S.A. as employees of Solectron's 
newly-formed subsidiary, Solectron Brasil Ltda. Under the terms of the 
agreement, Ericsson will contract for Solectron's services from 
Solectron Brasil Ltda. through September 1999. Thereafter, Solectron 
will bear the risk of filling the manufacturing capacity at the site 
with renewed business from Ericsson or new business from other 
customers. Additional agreements related to the New Product Introduction 
center and the transfer of certain other assets are being negotiated. 
These transactions are expected to undergo multiple closings through 
January 1998, subject to the successful negotiation of additional 
definitive agreements and various closing conditions. 

As Solectron manages the existing operations and expands geographically, 
it may experience certain inefficiencies from the management of 
geographically dispersed operations. In addition, Solectron's results of 
operations will be adversely affected if these new facilities do not 
achieve revenue growth sufficient to offset increased expenditures 
associated with geographic expansion.

In fiscal 1997, approximately 26.8% of Solectron's sales were from 
operations outside of the United States. As a result of continuous 

                                   8
<PAGE>
customer demand overseas, Solectron expects foreign sales to increase. 
Solectron's foreign sales and operations are subject to risks of doing 
business abroad, including fluctuations in the value of currency, export 
duties, import controls and trade barriers (including quotas), 
restrictions on the transfer of funds, employee turnover, work 
stoppages, longer payment cycles, greater difficulty in accounts 
receivable collection, burdens of complying with a wide 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 
Solectron's results of operations, there can be no assurance that there 
will not be such an impact in the future.

Manufacturing

Solectron's Approach

To achieve excellence in manufacturing, Solectron combines advanced 
manufacturing technology, such as computer-aided manufacturing and 
testing, with manufacturing techniques including just-in-time 
manufacturing, total quality management, statistical process control and 
continuous flow manufacturing. Just-in-time manufacturing is a 
production technique which minimizes work-in-process inventory and 
manufacturing cycle time while enabling Solectron to deliver products to 
customers in the quantities and time frame required. Total quality 
management is a management philosophy which seeks to impart high levels 
of quality in every operation of Solectron and is accomplished by the 
setting of quality objectives for every operation, tracking performance 
against those objectives, identifying work flow and policy changes 
required to achieve higher quality levels and a commitment by executive 
management to support changes required to deliver higher quality. 
Statistical process control is a set of analytical and problem-solving 
techniques based on statistics and process capability measurements 
through which Solectron can track process inputs and resulting quality 
and determine whether a process is operating within specified limits. 
The goal is to reduce variability in the process, as well as eliminate 
aberrations which contribute to quality below the acceptable range of 
each process performance standard.

In order to successfully implement these management techniques, 
Solectron has developed the ability to collect and utilize large amounts 
of data in a timely manner. Solectron believes this ability is critical 
to a successful assembly operation and represents a significant 
competitive factor, especially in large turnkey projects. To manage this 
data, Solectron uses sophisticated computer systems for material 
resource planning, shop floor control, work-in-process tracking, 
statistical process control and activity-based product costing.

Electronics Assembly and Other Services

Solectron's electronics assembly activities consist primarily of the 
placement and attachment of electronic and mechanical components on 
printed circuit boards and flexible cables. Solectron also assembles 
higher-level sub-systems and systems incorporating printed circuit 
boards and complex electromechanical components, in some cases 
manufacturing and packaging products for shipment directly to its 
customers' distributors. In addition, Solectron provides other 
manufacturing services including refurbishment and remanufacturing. 
Solectron manufactures on a turnkey basis, directly procuring some or 
all of the components necessary for production and on a consignment 

                                  9
<PAGE>
basis, where the OEM customer supplies all or some components for 
assembly.

In conjunction with its assembly activities, Solectron also provides 
computer-aided testing of printed circuit boards, sub-systems and 
systems, which contributes significantly to Solectron's ability to 
deliver high quality products on a consistent basis. Solectron has 
developed specific strategies and routines to test board and system 
level assemblies. In-circuit tests verify that all components have been 
properly inserted and that the electrical circuits are complete. 
Functional tests determine if the board or system assembly is performing 
to customer specifications. Solectron either designs and procures test 
fixtures and develops its own test software or utilizes its customers' 
existing test fixtures and test software. In addition, Solectron 
provides environmental stress tests of the board or system assembly.

Solectron provides turnkey manufacturing management to meet its 
customers' requirements, including procurement and materials management 
and consultation on board design and manufacturability. Individual 
customers may select various services from among Solectron's full range 
of turnkey capabilities.

Procurement and materials management consists of the planning, 
purchasing, expediting, warehousing, preparing and financing of the 
components and materials required to assemble a printed circuit board or 
electronic system. OEMs have increasingly utilized electronic 
manufacturing specialists to purchase all or some components directly 
from component manufacturers or distributors and to finance and 
warehouse the components.

Solectron also assists its customers in evaluating board designs for 
manufacturability. Solectron evaluates the board design for ease and 
quality of manufacture and, when appropriate, recommends design changes 
to reduce manufacturing costs or lead times or to increase the quality 
of finished assemblies. Board design services consist of the engineering 
and design associated with the arrangement and interconnection of 
specified components on printed circuit boards to achieve an OEM's 
desired level of functionality. Solectron also offers ASIC design 
services and its subsidiary, Force Computers, offers product design 
services for the embedded computer market.

Sales and Marketing

Sales and marketing at Solectron is an integrated process involving 
direct salespersons and project managers, as well as Solectron's senior 
executives. Solectron's sales resources are directed at multiple 
management and staff levels within targeted accounts. Solectron also 
uses independent sales representatives in certain geographic areas. 
Solectron receives unsolicited inquiries resulting from advertising and 
public relations activities, as well as referrals from current 
customers. These opportunities are evaluated against Solectron's 
customer selection criteria and are assigned to direct salespersons or 
independent sales representatives, as appropriate. Historically, 
Solectron has had substantial recurring sales from existing customers.

Over 78% of Solectron's net sales during fiscal 1997 were derived from 
customers which were also customers during fiscal 1996. Although 
Solectron seeks to diversify its customer base, a small number of 
customers currently are responsible for a significant portion of 
Solectron's net sales. During fiscal 1997, 1996 and 1995, Solectron's 

                                10
<PAGE>
ten largest customers accounted for 65.5%, 64.0% and 70.2% of 
consolidated net sales, respectively. Several customers each accounted 
for more than 10% of net sales during these years. Hewlett-Packard 
Company represented 13.5% and 10.7% of net sales in fiscal 1997 and 
1996, respectively. Bay Network Incorporated accounted for 10.4% of net 
sales in fiscal 1997. IBM Corporation represented 20.9% of net sales in 
fiscal 1995. No other individual customer accounted for more than 10% of 
Solectron's net sales in any of these years.

Backlog

Backlog consists of contracts or purchase orders with delivery dates 
scheduled within the next twelve months. At August 31, 1997, Solectron's 
backlog was approximately $875 million. The backlog was approximately 
$612 million at August 31, 1996. Because customers may cancel or 
reschedule deliveries, backlog is not a meaningful indicator of future 
financial results.

Competition

The electronic manufacturing services industry is comprised of a large 
number of companies, several of which have achieved substantial market 
share. Solectron 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 Solectron's competitors may have greater manufacturing, financial, 
research and development and marketing resources than Solectron. 
Solectron 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 remain competitive, 
Solectron must continue to provide technologically advanced 
manufacturing services, maintain quality levels, offer flexible delivery 
schedules, deliver finished products on a reliable basis and compete 
favorably on the basis of price. Solectron 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.

Employees

As of August 31, 1997, Solectron employed 18,215 persons worldwide, 
including 3,696 temporary employees. Solectron's international 
operations employed 7,256 persons.

Patents and Trademarks

Solectron has obtained a limited number of U.S. patents related to the 
process and equipment used in its surface mount technology. The 
Company's subsidiary, Force Computers, holds a number of patents related 
to VME technology. In addition, the Company has registered trademarks in 
the United States and many countries throughout the world. These patents 
and trademarks are considered valuable to Solectron.

Although Solectron does not believe that its trademarks, manufacturing 
process or Force's technology infringes on the intellectual property 
rights of third parties, there can be no assurance that third parties 
will not assert infringement claims against Solectron in the future. If 
such an assertion were to be made, it may become necessary or useful for 
Solectron to enter into licensing arrangements or to resolve such an 

                                  11
<PAGE>
issue through litigation. However, there can be no assurance that such 
license rights would be available to Solectron on commercially 
acceptable terms or that any such litigation could be resolved 
favorably. Additionally, such litigation could be lengthy and costly and 
could have an adverse material effect on Solectron's financial condition 
regardless of the outcome of such litigation.



























                                   12

<PAGE>
ITEM 2:   PROPERTIES

The Company's manufacturing facilities are located throughout North 
America, Europe and Asia. The table below lists the locations and square 
feet owned or leased for the Company's major operations.

                                   Square Feet           Lease
                             ----------------------   Termination
     Location                  Owned       Leased        Dates  
--------------------         ----------  ----------   -----------
North America:
  Milpitas, California (1)         --     1,149,000   1998 - 2005
  San Jose, California             --       129,000   1999 - 2001
  Charlotte, North Carolina     175,000      75,000   1998
  Everett, Washington              --        75,000   1998
  Austin, Texas                    --       507,000   2000
  Westborough, Massachusetts       --        75,000   2002
  Guadalajara, Mexico           320,000      38,000   1998

Europe:
  Dunfermline, Scotland         212,000        --
  Bordeaux, France (2)          319,000        --
  Herrenberg, Germany            71,000        --
  Munich, Germany                  --       210,000   1999 - 2001

Asia:
  Penang, Malaysia              190,000     179,000   2000
  Johor, Malaysia                  --        66,000   1999
  Suzhou, China (3)                --        30,000   1998

(1) Includes facilities located nearby in Fremont and Newark, 
    California. Approximately 30,000 square feet of facilies at this 
    location is subleased on a short term lease.

(2) Includes approximately 34,000 square feet subleased to a third party 
    under the terms of an annual warehousing agreement.

(3) A facility owned by the Company located on land leased for a term of 
    50 years from the government of China is currently under 
    construction at this location.

Around the world, 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.

                                   13
<PAGE>
ITEM 3:   LEGAL PROCEEDINGS

Not applicable.


ITEM 4:   SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS

No matters were submitted to a vote of security holders during the 
fourth quarter of the fiscal year covered by this report.






























                                   14


<PAGE>
                               PART II

ITEM 5:   MARKET FOR THE REGISTRANT'S COMMON EQUITY AND RELATED
          STOCKHOLDER MATTERS

Common Stock Information
The following table sets forth the quarterly high and low per share 
sales prices of Solectron's Common Stock for the two-year period ended 
August 31, 1997, as quoted on the New York Stock Exchange. All data has 
been adjusted to reflect the two-for-one stock split effective August 4, 
1997.

                                                 High         Low
                                               --------     --------
Fiscal 1996
      First Quarter                            21 13/16     17 1/2
      Second Quarter                           25 1/16      18 1/4
      Third Quarter                            25           20 1/8
      Fourth Quarter                           21 15/16     15 1/2

Fiscal 1997
      First Quarter                            29 15/16     17 1/8
      Second Quarter                           30 11/16     25 3/4
      Third Quarter                            32 1/2       23 9/16
      Fourth Quarter                           45 9/16      29 9/16


Solectron has not paid any dividends since its inception and does not 
intend to pay any dividends in the foreseeable future. Additionally, the 
covenants to the Company's financing agreements prohibit the payment of 
cash dividends. At August 31, 1997, there were approximately 1,064 
stockholders of record based on data obtained from the Company's 
transfer agent.











                                   15

<PAGE>
ITEM 6:   SELECTED FINANCIAL DATA

The following selected historical financial information of Solectron has 
been derived from the historical consolidated financial statements and 
should be read in conjunction with the consolidated financial statements 
and the notes included therein. 
<TABLE>
                    Five Year Selected Financial Highlights
                     (in thousands, except per share data)

Consolidated Statements of Income Data:
<CAPTION>
                                      Years Ended August 31,
                         -----------------------------------------------------
                            1997       1996       1995       1994       1993
                         ---------- ---------- ---------- ---------- ---------
<S>                      <C>        <C>        <C>        <C>        <C>
Net sales                $3,694,385 $2,817,191 $2,065,559 $1,456,779 $ 836,326
Operating income            236,422    175,425    123,434     88,350    53,140
Income before 
  income taxes              238,407    173,077    120,494     84,159    48,613
Net income                  158,059    114,232     79,526     55,545    30,600
Primary net income
 per share (1)                $1.37      $1.10      $0.91      $0.66     $0.40
Fully diluted net 
 income per share (1)         $1.36      $1.08      $0.81      $0.59     $0.38
</TABLE>
<TABLE>
Consolidated Balance Sheet Data:
<CAPTION>
                                            As of August 31,
                         -----------------------------------------------------
                           1997       1996        1995       1994       1993
                         ---------- ---------- ---------- ---------- ---------
<S>                      <C>        <C>        <C>        <C>        <C>
Working capital          $  931,690 $  786,355 $  355,603 $  309,203 $ 265,025
Total assets              1,852,419  1,452,198    940,855    766,395   603,285
Long-term debt              385,850    386,927     30,043    140,709   137,011
Stockholders' equity        919,069    700,569    538,141    330,789   260,980
</TABLE>
(1) Adjusted to reflect two-for-one stock split effective August 4, 1997.









                                   16
<PAGE>
ITEM 7:   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 
that involve risks and uncertainties. Solectron'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 systems 
original equipment manufacturers (OEMs). The majority of Solectron's 
customers compete in the networking and data communications, 
workstation, personal computer and computer peripheral segments of the 
electronics industry. The Company uses advanced manufacturing 
technologies in assembly and manufacturing management of complex printed 
circuit boards and electronics systems. Solectron also provides pre-
manufacturing and post-manufacturing services. A discussion of some of 
the potential fluctuations in operating results is included under 
"Trends and Uncertainties".

On November 26, 1996, Solectron exchanged approximately 6.2 million 
shares of common stock for all of the outstanding stock of Force 
Computers, Inc. (Force), and assumed all of the outstanding options of 
Force, after giving effect to the exchange ratio. Force is 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 prior to its acquisition were not 
considered material to the 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.

As of August 31, 1997, 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.  On April 2, 
1997, the Company announced its twelfth manufacturing location in 
Guadalajara, Mexico, which is expected to begin offering manufacturing 
services to OEM customers in the first quarter of fiscal 1998.  
Solectron has a sales support office located in Japan and in September 
1997, opened its Asia/Pacific headquarters office in Taipei, Taiwan.  
Force Computers and Fine Pitch Technologies are both headquartered in 
San Jose, California.  Force's European headquarters and a significant 
portion of its operations are located in Munich, Germany.  In addition 
to its headquarters locations, Force has thirteen sales support offices 
in the United States and six sales support offices in various 
international locations.  Fine Pitch has operations in California and in 
Massachusetts.

In March 1997, the Company announced that it had signed a memorandum of 
understanding with Ericsson Telecom AB's Business Area Infocom Systems 
(Ericsson) to establish a strategic, global manufacturing partnership.  
Under the terms of the memorandum of understanding, the Company will set 
up a New Product Introduction center in Norrkoping and Stockholm, Sweden 
and transfer production from certain Ericsson plants worldwide to 
Solectron manufacturing sites around the world. In July 1997, Solectron 

                                   17
<PAGE>
and Ericsson signed definitive agreements upon completion of 
negotiations of the general terms and conditions for Solectron's supply 
of certain products to Ericsson, for the establishment of the New 
Product Introduction center and for the transfer of certain assets to 
Solectron.  

In October 1997, Solectron acquired certain assets, primarily equipment 
and inventory, of Ericsson's printed circuit board assembly operation in 
Brazil. In addition, Solectron's newly-established subsidiary, Solectron 
Brasil Ltda., hired approximately 370 persons formerly employed by 
Ericsson Telecomunicacoes S.A. in Brazil.

Additional agreements related to the New Product Introduction center and 
the transfer of certain other assets are being negotiated.  These 
transactions are expected to undergo multiple closings through January 
1998, subject to the successful negotiation of additional definitive 
agreements and various closing conditions.

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 Solectron's major 
customers in particular, could have an adverse material effect on 
Solectron's results of operations. See "Trends and Uncertainties -- 
Potential Fluctuations in Operating Results" and "Competition" for 
further discussion of potential fluctuations in operating results.

The following table sets forth, for the periods indicated, certain items 
in the Consolidated Statements of Income as a percentage of net sales. 
The financial information and the discussion below should be read in 
conjunction with the Consolidated Financial Statements and Notes 
thereto.
<TABLE>
<CAPTION>
                                               Years Ended August 31,
                                         -----------------------------
                                          1997        1996        1995
                                         -----       -----       -----
<S>                                      <C>         <C>         <C>
Net sales                                100.0%      100.0%      100.0%
Cost of sales                             88.4        90.0        90.2
                                         -----       -----       -----
   Gross profit                           11.6        10.0         9.8
Operating expenses:
  Selling, general and administrative      4.7         3.6         3.6
  Research and development                 0.4         0.2         0.2
  Acquisition costs                        0.1          --          --
                                         -----       -----       -----
   Operating income                        6.4         6.2         6.0
Net interest income (expense)              0.1        (0.1)       (0.1)
                                         -----       -----       -----
   Income before income taxes              6.5         6.1         5.9
Income taxes                               2.2         2.1         2.0
                                         -----       -----       -----
Net income                                 4.3%        4.0%        3.9%
                                         =====       =====       =====
</TABLE>

                                   18
<PAGE>
Net Sales

The Company's net sales have increased significantly in each of the past 
several years, reflecting the growing trend toward outsourcing within 
the electronics industry. For the year ended August 31, 1997, net sales 
grew to $3.7 billion, an increase of 31.1% over fiscal 1996 net sales. 
Fiscal 1996 net sales of $2.8 billion were 36.4% greater than net sales 
in fiscal 1995. The fiscal 1997 sales growth is attributable to 
significant increases in sales volume from both existing and new 
customers in North America, higher international sales and the 
acquisitions of the Custom Manufacturing Services (CMS) business, 
located in Austin, Texas and Force in March and November 1996, 
respectively. The sales increase in fiscal 1996 was due to increased 
orders from both new and existing customers at existing sites, the CMS 
acquisition in March 1996 and the acquisition of the site now located in 
Herrenberg, Germany in November 1995.

Sales in the North American region reflected increases in sales at all 
locations to existing and new customers in fiscal 1997 compared to 
fiscal 1996 as well as in fiscal 1996 compared to fiscal 1995. The 
overall increase in sales in fiscal 1997 over fiscal 1996 was partially 
offset by the effect of several ongoing programs reaching end-of-life 
and deliberate management actions to achieve improved global load 
balancing as well as specific product program transitioning. The growth 
in North American sales in fiscal 1996 over fiscal 1995 reflects the 
impact of the acquisitions of CMS and Fine Pitch in March 1996. Fiscal 
1997 sales in most of the Company's European operations increased over 
fiscal 1996 sales as a result of the global load balancing efforts noted 
above as well as higher sales to existing and new customers. These 
increases were partially offset by declines in sales during fiscal 1997 
from older programs in the Bordeaux facility as these programs reach 
end-of-life.  Fiscal 1996 sales in Europe were lower than fiscal 1995 
sales due to the same end-of-life issues in Bordeaux and similar issues 
in the Scotland facility. Fiscal 1997 sales for the Company's Asian 
sites increased over fiscal 1996 despite the impact of many of the same 
end-of-life factors as in Europe. The growth in Asian sales in fiscal 
1996 compared to fiscal 1995 primarily reflects increased orders from 
new and existing customers in that region. Although the Company does not 
currently anticipate any future decline in sales, to lessen the 
potential impact of any possible future declines 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.

Several major customers accounted for more than 10% of the Company's net 
sales in fiscal 1997, 1996 and 1995. In fiscal 1997 and 1996, Hewlett-
Packard Company (HP) was Solectron's largest customer and accounted for 
13.5% and 10.7% of consolidated net sales in fiscal 1997 and 1996, 
respectively. Bay Networks, Inc. accounted for 10.4% of consolidated net 
sales in fiscal 1997. International Business Machines Corporation (IBM) 
was Solectron's largest customer during fiscal 1995 and accounted for 
20.9% of consolidated net sales in that year. Net sales to IBM in fiscal 
1997 and 1996 were less than 10% of consolidated net sales, reflecting 
both a decrease in actual sales volume to IBM and an overall increase in 
Solectron's total consolidated net sales from all other customers. No 
other customers accounted for more than 10% of net sales during any of 
the years presented.

Solectron's top ten customers accounted for 65.5%, 64.0% and 70.2% of 
consolidated net sales in fiscal 1997, 1996 and 1995, respectively. The 

                                   19
<PAGE>
lower percentage of sales attributable to the top ten customers over the 
three-year period has resulted primarily from Solectron's ability to 
obtain significant new business from other customers, thereby reducing 
its dependence on these accounts. Solectron is still dependent upon 
continued revenues from HP, Bay Networks and its other top ten customers 
and there can be no guarantee that these or any other customers will not 
increase or decrease as a percentage of consolidated net sales either 
individually or as a group. Consequently, any material decrease in sales 
to these or other customers could have an adverse material effect on 
Solectron's results of operations.

Net sales at Solectron's international sites, as a whole, grew at a 
slower rate over the last three fiscal years than aggregate net sales at 
Solectron's domestic sites. International locations contributed 26.8% of 
consolidated net sales in fiscal 1997, compared to 30.9% and 38.7% in 
fiscal 1996 and 1995, respectively. In addition to the end-of-life 
issues impacting international sales discussed above, the primary reason 
for the decrease in international sales as a percentage of total sales 
is strong growth in domestic sales, aided by the acquisition of the CMS 
business in Austin, Texas, which is substantially comprised of domestic 
sales.

As a result of Solectron's international sales and facilities, 
Solectron's operations are subject to risks of doing business abroad. 
While to date these dynamics have not had an adverse material effect on 
Solectron's results of operations, there can be no assurance that there 
will not be such an impact in the future. See "Trends and Uncertainties 
-- International Operations" for a further discussion of potential 
fluctuations in operating results associated with the risks of doing 
business abroad.

Solectron's operations in Milpitas, California contributed a substantial 
portion of Solectron's net sales and operating income during fiscal 
1997, 1996 and 1995. The performance of this operation is expected to 
continue as a significant factor in the overall financial performance of 
Solectron. Any adverse material change to the customer base, product 
mix, efficiency, or other attributes of this site could have an adverse 
material effect on Solectron's consolidated results of operations.

Solectron believes that its ability to continue achieving growth will 
depend upon growth in sales to existing customers for their current and 
future product generations, successful marketing to new customers and 
future geographic expansion. 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 Solectron's current 
customers will continue to utilize Solectron's services. Because of 
these factors, there can be no assurance that Solectron's historical 
revenue growth rate will continue. See "Trends and Uncertainties" for a 
discussion of certain factors affecting the management of growth, 
geographic expansion and potential fluctuations in sales and results of 
operations.

Gross Profit

The gross margin percentage improved to 11.6% for fiscal 1997 from 10.0% 
for fiscal 1996 and 9.8% in fiscal 1995. The improvement is primarily 
due to the inclusion of Force since its acquisition in November 1996.  
Gross profit margins on Force's products are significantly higher than 
those of the rest of the Company.  Without Force's contribution, gross 

                                   20
<PAGE>
margins for fiscal 1997 would have been 10.4%. In addition to the impact 
of Force, the improved gross margin percentage in fiscal 1997 reflects a 
shift in product mix toward the higher margin workstation and networking 
and data communications market segments, projects with a higher than 
normal consignment content and increased manufacturing efficiencies at 
the Dunfermline, Scotland and Austin, Texas sites.

For the foreseeable future, Solectron's gross margin is expected to 
depend primarily on product mix, production efficiencies, utilization of 
manufacturing capacity, start-up and integration costs of new and 
acquired businesses, the percentage of sales derived from turnkey 
manufacturing and pricing within the electronics industry. Over time, 
gross margins at the individual sites and for the Company as a whole may 
continue to fluctuate. Consignment projects typically have higher gross 
margin percentages than turnkey projects. 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 that 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 Expenses

In absolute dollars, selling, general and administrative (SG&A) expenses 
increased 72.4% in fiscal 1997 over fiscal 1996 and 36.3% in fiscal 1996 
over fiscal 1995. The inclusion of Force since its acquisition in 
November 1996 and the  Austin, Texas site for the full year of fiscal 
1997 accounts for approximately half of the fiscal 1997 increase.  The 
remainder of the increase in fiscal 1997 and the fiscal 1996 increase 
over fiscal 1995 is due primarily to investment in infrastructure such 
as personnel and related departmental expenses at all manufacturing 
locations as well as continuing investment in information systems to 
support the increased size and complexity of the Company's business. The 
addition in fiscal 1997 and 1996 of new sites in Malaysia (Johor), 
California (Fine Pitch Technologies), China, Massachusetts and, most 
recently, Mexico, has also contributed to the growth in SG&A expenses.  
As a percentage of net sales, SG&A expenses were 4.7%, 3.6% and 3.6% in 
fiscal 1997, 1996 and 1995, respectively. The most significant reasons 
for the fiscal 1997 increase in SG&A expenses as a percentage of net 
sales are the inclusion of Force, which has a more sales-intensive 
operating structure, the costs associated with investments in starting 
up new sites and investments in the Company's information systems.  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.

Research and Development Expenses

With the exception of its Force Computers operation, the Company's 
research and development (R&D) 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 

                                   21
<PAGE>
flip chip), high reliability environmental stress test technology and 
the implementation of environmentally-friendly assembly processes, such 
as VOC-free and no-clean.  Force's R&D efforts are concentrated on new 
product development and improvement of product designs through 
improvements in functionality and support of next generation 
microprocessors.  Research and development expenses, in absolute dollars 
and as a percentage of net sales, respectively, were $15.0 million and 
0.4% in fiscal 1997, $6.7 million and 0.2% in fiscal 1996 and $4.8 
million and 0.2% in fiscal 1995. The increase in R&D expenses in fiscal 
1997 compared to fiscal 1996 is due to the acquisition of Force in 
November 1996. The Company expects that R&D expenses will increase in 
absolute dollars in the future and may increase as a percentage of net 
sales as Force continues to invest in its R&D efforts and additional R&D 
projects are undertaken at certain of the Company's Asian sites.

Acquisition Costs

A one time charge for acquisition costs of approximately $4.0 million 
was incurred as a result of the acquisition of Force Computers during 
the quarter ended November 30, 1996.  

Net Interest Income (Expense)

Net interest income was $2.0 million in fiscal 1997 compared to net 
interest expense of $2.3 million in fiscal 1996 and $2.9 million in 
fiscal 1995. The Company issued convertible subordinated notes in 
February 1996 and senior notes in March 1996. Interest expense on the 
debt is approximately $24.9 million annually and, in fiscal 1997, has 
been offset by interest earned on undeployed cash and investments. Net 
interest expense was lower in fiscal 1996 than in fiscal 1995 because 
the higher interest expense resulting from the two debt offerings was 
offset by higher interest income on the undeployed cash realized from 
the offerings. Solectron expects to utilize more of the undeployed cash 
during fiscal 1998 in order to fund anticipated future growth. See 
"Trends and Uncertainties -- Management of Growth" and "Potential 
Fluctuations in Operating Results."

Income Taxes

Income taxes increased to $80.3 million in 1997 from $58.8 million in 
fiscal 1996 and $41.0 million in fiscal 1995, primarily due to increased 
income before income taxes. Solectron's effective income tax rate 
decreased slightly to 33.7% in fiscal 1997 from 34% in both fiscal 1996 
and 1995. 

In general, the effective income tax rate is largely a function of the 
balance between income from domestic and international operations. 
Solectron's international operations, taken as a whole, have been taxed 
at a lower rate than in the United States, primarily due to the tax 
holiday granted to the Company's Penang, Malaysia site. The Malaysian 
tax holiday is effective through January 31, 2002, subject to certain 
conditions. The Company has also been granted various tax holidays in 
China, which are effective for various terms and are subject to certain 
conditions.


Liquidity and Capital Resources

Working capital was $932 million at August 31, 1997 compared to $786 
million at the end of fiscal 1996. In fiscal 1997, increases in working 

                                   22
<PAGE>
capital from cash generated from operations were augmented by working 
capital resulting from the acquisition of new sites. A major component 
of working capital at August 31, 1997 continues to be undeployed cash 
from the proceeds of the two debt offerings during fiscal 1996. As 
Solectron continues to grow, it is expected that the Company will 
require greater amounts of working capital to support its operations. 
The Company believes that its current level of working capital, together 
with cash generated from operations and the Company's available credit 
facilities, 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 its 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 fiscal 1997, the Company invested approximately $188 million in 
capital expenditures. The largest component of these expenditures 
related to the purchase of new equipment-primarily surface mount 
assembly and test equipment-to meet current and expected production 
levels, as well as to replace or upgrade older equipment that was 
retired or sold. In addition, significant expenditures were made for the 
acquisition of land and buildings for the Company's new manufacturing 
sites, principally in China and Mexico. The Company expects capital 
expenditures in fiscal 1998 to be in the range of $125 million to $165 
million.

In addition to working capital as of August 31, 1997, which included 
cash and cash equivalents of $225 million and short-term investments of 
$258 million, the Company has available a $100 million unsecured 
multicurrency revolving credit facility, subject to financial covenants. 
The Company also has approximately $77.9 million in available foreign 
credit facilities. In September 1997, the Company entered into a $120 
asset securitization arrangement, which is subject to certain financial 
covenants and management representations. No borrowings have been made 
against this facility.


Trends and Uncertainties

Customer Concentration; Dependence on the Electronics Industry

In fiscal 1997, 1996 and 1995, 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 an adverse material effect on the 
Company's results of operations. During fiscal 1997, HP and Bay 
Networks, Inc. accounted for 13.5% and 10.4%, respectively, of net 
sales, compared to 10.7% and less than 10%, respectively, during fiscal 
1996.  There can be no assurance that the Company will continue to do 
business with HP, Bay Networks 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 an adverse material effect on the 

                                   23
<PAGE>
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 an adverse material 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 that 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 $836 million in fiscal 1993 to 
$3.7 billion in fiscal year 1997.  In recent years, the Company has 
acquired or established facilities in many locations.  During fiscal 
1997, the Company announced the establishment of new manufacturing 
facilities in Suzhou, China and Guadalajara, Mexico; began operations at 
its manufacturing facility in Westborough, Massachusetts; and, in 
November 1996, acquired Force Computers Inc., which has operations in 
California and Germany.  In September 1997, the Company announced the 
opening of its Asia/Pacific headquarters office in Taipei, Taiwan. In 
addition, the Company established a manufacturing facility near Sao 
Paolo, Brazil, and intends to open a New Product Introduction center in 
Sweden, as further discussed in "Pending Acquisition of Ericsson 
Manufacturing Operation and Related Transactions." 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, the 
facilities in China and Mexico, the partnership with and acquisitions 
from Ericsson 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.  The completion of 
the proposed transactions with Ericsson will increase the Company's 
expenses and working capital requirements.  Should the Company increase 
its expenditures in anticipation of a future level of sales that does 
not materialize, its profitability would be adversely affected.  On 
occasion, customers may require rapid increases in production that can 
place an excessive burden on the Company's resources.  

Acquisition of Force Computers, Inc. 

The acquisition of Force Computers, Inc. has created a number of 
challenges, including managing the integration of the operations, 
retaining 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 

                                  24
<PAGE>
can be no assurance the Company will successfully manage this 
business or obtain the anticipated business 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.  

Pending Acquisition of Ericsson Manufacturing Operation and Related 
Transactions

In March 1997, Solectron entered into a memorandum of understanding with 
Ericsson Telecom AB's Business Area Infocom Systems (Ericsson) to set up 
a New Product Introduction Center in Norrkoping and Stockholm, Sweden, 
transfer a portion of production from certain Ericsson plants to 
Solectron manufacturing sites and purchase an existing Ericsson printed 
circuit board assembly operation. In July 1997, Solectron and Ericsson 
signed certain definitive agreements regarding these transactions. In 
October 1997, Solectron acquired certain assets, primarily inventory and 
equipment, of Ericsson's Brazil operation and hired approximately 370 
persons formerly associated with the printed circuit board assembly 
operations of Ericsson Telcomunicacoes S.A. as employees of Solectron's 
newly-formed subsidiary, Solectron Brasil Ltda. Under the terms of the 
agreement, Ericsson will contract for Solectron's services from 
Solectron Brasil Ltda. through September 1999. Thereafter, Solectron 
will bear the risk of filling the manufacturing capacity at the site 
with renewed business from Ericsson or new business from other 
customers. Additional agreements related to the New Product Introduction 
center and the transfer of certain other assets are being negotiated. 
These transactions are expected to undergo multiple closings though 
January 1998, subject to the successful negotiation of additional 
definitive agreements and various closing conditions. 

The proposed transactions with Ericsson entail a number of risks, 
including successfully managing the integration of the operations, 
retention of key employees, integrating purchasing operations and 
information systems, managing an increasingly larger and more 
geographically disparate business and renewing the Ericsson business or 
replacing it with new business after expiration of the Ericsson 
commitment.  In addition, the completion of the transactions with 
Ericsson will increase Solectron's expenses and working capital 
requirements and there is no assurance that Solectron will achieve 
sufficient revenue to offset the increased expenses.  There can be no 
assurance the remaining transactions contemplated by the memorandum of 
understanding will close completely or that Solectron will successfully 
manage the risks of these transactions.

International Operations

As a result of its international 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 material impact on 
the Company's results of operations, there can be no assurance that 

                                    25

there will not be such an impact in the future. In particular, the 
current instability in Southeast Asia's currencies, economy and 
political situation could adversely affect the Company's operations in 
Malaysia.  

The Company has been granted a tax holiday for its Penang, Malaysia 
site, which is effective through January 31, 2002, subject to certain 
conditions.  The Company has also been granted various tax holidays in 
China.  These tax holidays are effective for various terms and are 
subject to certain conditions.  There is no assurance that any future 
tax holidays that the Company may seek will be granted.  If additional 
tax holidays are not granted in the future, 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 an adverse 
material 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. Turnkey manufacturing currently represents a 
substantial portion of Solectron's sales. Turnkey projects, in which 
Solectron procures some or all of the components necessary for 
production, typically generate higher net sales and higher gross profits 
with lower gross profit percentages than consignment projects due to the 
inclusion in Solectron's operating results of sales and costs associated 
with the purchase and sale of components. Solectron assembles products 
with varying degrees of material content, which may cause Solectron's 
gross margin to fluctuate. In addition, the degree of startup costs and 
inefficiencies associated with new sites and new customer projects may 
affect Solectron's gross margin. All of these factors can cause 
fluctuations in the Company's operating results.

Competition

The electronics manufacturing services 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 that 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 
competitors 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 

                                   26
<PAGE>
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 holds a limited number 
of U.S. patents related to the process and equipment used in its surface 
mount technology. In addition, the Company's subsidiary, Force 
Computers, holds a number of patents related to VME 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 or Force's 
technology.

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 technology or to obtain licenses 
to the manufacturing process or technology that 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 an adverse 
material 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 an adverse material 
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.

                                   27
<PAGE>
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 
that affect the market price for many high technology companies in 
particular, and that often are unrelated to operating performance.































                                   28
<PAGE>
ITEM 8:   FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA

The information required by item 8 of form 10-K is presented here in the 
following order:
                                                        Page
                                                      --------
Unaudited Quarterly Financial Information                29

Consolidated Balance Sheets                              30
Consolidated Statements of Income                        31
Consolidated Statements of Stockholders' Equity          32
Consolidated Statements of Cash Flows                  33-34
Notes to Consolidated Financial Statements             35-49

Independent Auditors' Report                             50


Unaudited Quarterly Financial Information

For each fiscal quarter during the two fiscal years ended August 31, 
1997 (in thousands, except percentages and per share data):
<TABLE>
<CAPTION>
                            First      Second       Third      Fourth
1997                       Quarter     Quarter     Quarter     Quarter
----------------------   ----------  ----------  ----------  ----------
<S>                        <C>         <C>         <C>       <C>
Net sales                  $807,725    $858,698    $983,222  $1,044,740 
Gross profit               $ 86,148    $102,198    $115,877  $  124,056
Gross margin                   10.7%       11.9%       11.8%       11.9% 
Operating income           $ 48,286    $ 55,563    $ 62,619  $   69,954 
Operating margin                6.0%        6.5%        6.4%        6.7%
Net income                 $ 31,475    $ 37,565    $ 41,537  $   47,482
Primary net income 
  per share (1)            $   0.29    $   0.32    $   0.36  $     0.40
Fully diluted net 
  income per share (1)     $   0.29    $   0.32    $   0.35  $     0.40   
</TABLE>
<TABLE>
<CAPTION>
                            First      Second       Third      Fourth
1996                       Quarter     Quarter     Quarter     Quarter
----------------------   ----------  ----------  ----------  ----------
<S>                      <C>         <C>         <C>         <C>
Net sales                  $690,624    $657,176    $680,554    $788,837
Gross profit               $ 66,346    $ 65,361    $ 71,793    $ 78,878
Gross margin                    9.6%        9.9%       10.5%       10.0%
Operating income           $ 40,803    $ 41,944    $ 44,701    $ 47,977
Operating margin                5.9%        6.4%        6.6%        6.1%
Net income                 $ 27,347    $ 27,650    $ 27,720    $ 31,515
Primary net income 
  per share (1)            $   0.27    $   0.27    $   0.26    $   0.30
Fully diluted net 
  income per share (1)     $   0.26    $   0.26    $   0.26    $   0.29
</TABLE>

(1) Adjusted to reflect two-for-one stock split effective August 4, 
1997.


                                   29
<PAGE>
<TABLE>
                SOLECTRON CORPORATION AND SUBSIDIARIES
                      CONSOLIDATED BALANCE SHEETS
                         (In thousands, except
                            per share data)
<CAPTION>
                                                 As of August 31,
                                             ------------------------
                                                1997          1996
                                             ----------    ----------
<S>                                          <C>           <C>
ASSETS
Current assets:
  Cash and cash equivalents                  $  225,073    $  228,830
  Short-term investments                        257,829       181,520
  Accounts receivable, less allowances of 
   $4,049 and $2,992, respectively              418,682       341,200
  Inventories                                   494,622       368,862
  Prepaid expenses and other current assets      79,426        24,312
                                             ----------    ----------
      Total current assets                    1,475,632     1,144,724
Net property and equipment                      326,361       249,570
Other assets                                     50,426        57,904
                                             ----------    ----------
      Total assets                           $1,852,419    $1,452,198
                                             ==========    ==========

LIABILITIES AND STOCKHOLDERS' EQUITY
Current liabilities:
  Accrued interest and current portion of
   long-term debt                            $    1,464   $    14,094
  Accounts payable                              415,896       280,840
  Accrued employee compensation                  56,218        38,216
  Accrued expenses                               24,787         9,280
  Other current liabilities                      45,577        15,939
                                             ----------    ----------
     Total current liabilities                  543,942       358,369
Long-term debt                                  385,850       386,927
Other long-term liabilities                       3,558         6,333
                                             ----------    ----------
     Total liabilities                          933,350       751,629
                                             ----------    ----------
Stockholders' equity:
  Preferred stock, $.001 par value; 1,200
   shares authorized; no shares issued              --            --
  Common stock, $.001 par value; 200,000
   shares authorized; 114,546 and 105,022 
   shares issued and outstanding, 
   respectively                                     115           105
  Additional paid-in capital                    451,093       378,214 
  Retained earnings                             478,612       320,553
  Cumulative translation adjustment             (10,751)        1,697
                                             ----------    ----------
     Total stockholders' equity                 919,069       700,569
                                             ----------    ----------
Commitments

     Total liabilities and stockholders'
      equity                                 $1,852,419    $1,452,198
                                             ==========    ==========
</TABLE>
 See accompanying notes to consolidated financial statements.

                                  30
<PAGE>
<TABLE>
                 SOLECTRON CORPORATION AND SUBSIDIARIES
                    CONSOLIDATED STATEMENTS OF INCOME
                  (In thousands, except per share data)

<CAPTION>
                                           Years Ended August 31,
                                     ----------------------------------
                                        1997        1996        1995
                                     ----------  ----------  ----------
<S>                                  <C>         <C>         <C>
Net sales                            $3,694,385  $2,817,191  $2,065,559
Cost of sales                         3,266,106   2,534,813   1,863,729
                                     ----------  ----------  ----------
Gross profit                            428,279     282,378     201,830      
Operating expenses:
  Selling, general and 
   administrative                       172,872     100,260      73,554
  Research and development               14,985       6,693       4,842
  Acquisition costs                       4,000         --          --
                                     ----------  ----------  ----------
Operating income                        236,422     175,425     123,434
Interest income                          28,536      13,302       6,611
Interest expense                        (26,551)    (15,650)     (9,551)
                                     ----------  ----------  ----------
Income before income taxes              238,407     173,077     120,494
Income taxes                             80,348      58,845      40,968
                                     ----------  ----------  ----------
Net income                           $  158,059  $  114,232  $   79,526
                                     ==========  ==========  ==========
Net income per share:
  Primary                            $     1.37  $     1.10  $     0.91
  Fully diluted                      $     1.36  $     1.08  $     0.81
Weighted average number of shares:
  Primary                               115,321     104,254      87,546
  Fully diluted                         123,581     110,353     105,165
</TABLE>
See accompanying notes to consolidated financial statements.


             
                                   31
<PAGE>
<TABLE>
                 SOLECTRON CORPORATION AND SUBSIDIARIES
            CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY
                              (In thousands)

<CAPTION>
                                    Common Stock    Additional            Cumulative      Total
                                  ----------------   Paid-In    Retained  Translation  Stockholders'
                                   Shares   Amount   Capital    Earnings  Adjustment      Equity
                                  -------  -------  ----------  --------  -----------  ------------
<S>                                <C>     <C>      <C>         <C>       <C>          <C>             
Balances as of August 31, 1994     82,604  $    83  $  206,174  $126,795  $    (2,263) $    330,789
Options exercised                   1,146        1       7,857       --           --          7,858
Stock issued under employee
  purchase plan                       262      --        2,901       --           --          2,901
Conversion of long-term debt       15,156       15     110,900       --           --        110,915
Tax benefit associated with
  exercise of stock options           --       --        1,334       --           --          1,334
Net income                            --       --          --     79,526          --         79,526
Cumulative translation  
  adjustment                          --       --          --        --         4,818         4,818
                                  -------  -------  ----------  --------  -----------  ------------
Balances as of August 31, 1995     99,168       99     329,166   206,321        2,555       538,141
Options exercised                   1,238        1      10,163       --           --         10,164
Stock issued under employee
  purchase plan                       278      --        4,339       --           --          4,339
Conversion of long-term debt        3,946        4      30,398       --           --         30,402
Stock issued in business
  combination                         392        1       1,667       --           --          1,668
Tax benefit associated with
  exercise of stock options           --       --        2,481       --           --          2,481
Net income                            --       --          --    114,232          --        114,232
Cumulative translation
  adjustment                          --       --          --        --          (858)         (858)
                                  -------  -------  ----------  --------  -----------  ------------
Balances as of August 31, 1996    105,022      105     378,214   320,553        1,697       700,569
Options exercised                   3,008        3      31,316       --           --         31,319
Stock issued under employee
  purchase plan                       325        1       6,758       --           --          6,759
Stock issued in business
  combination                       6,191        6      24,012       --           --         24,018 
Tax benefit associated with
  exercise of stock options           --       --       10,793       --           --         10,793
Net income                            --       --          --    158,059          --        158,059
Cumulative translation    
  adjustment                          --       --          --        --       (12,448)      (12,448)               
                                  -------  -------  ----------  --------  -----------  ------------
Balances as of August 31, 1997    114,546  $   115  $  451,093  $478,612  $   (10,751) $    919,069    
                                  =======  =======  ==========  ========  ===========  ============
</TABLE>
See accompanying notes to consolidated financial statements.

                                  32
<PAGE>
<TABLE>
                 SOLECTRON CORPORATION AND SUBSIDIARIES
                  CONSOLIDATED STATEMENTS OF CASH FLOWS
                              (In thousands)
<CAPTION> 
                                            Years Ended August 31,
                                      ---------------------------------
                                         1997        1996        1995
                                      ---------   ---------   ---------
<S>                                   <C>         <C>         <C>
Cash flows from operating activities:
  Net income                          $ 158,059   $ 114,232   $  79,526
  Adjustments to reconcile net 
   income to net cash provided 
   by operating activities:
    Depreciation and amortization       104,590      84,804      61,416
    Interest accretion on zero-
     coupon subordinated notes              --        1,173       8,240
    Interest accrual on
     long-term debt                          19      12,507         --
    Tax benefit associated with the
     exercise of stock options           10,793       2,481       1,334
    Other                                 3,504       5,629       3,763
    Changes in operating assets   
     and liabilities:
      Accounts receivable               (66,293)    (32,379)    (64,906)
      Inventories                      (115,560)    (27,053)    (63,654)
      Prepaid expenses and other 
       current assets                   (48,947)       (234)     (4,566)
      Accounts payable                  135,287     (56,784)     63,681
      Accrued expenses and other 
       current liabilities               31,124       6,272       1,889
                                      ---------   ---------   ---------
Net cash provided by 
  operating activities                  212,576     110,648      86,723
                                      ---------   ---------   ---------
Cash flows from investing activities:
  Purchases of short-term investments  (274,160)   (781,266)   (183,299)
  Sales and maturities of short-term
   investments                          197,851     658,436     218,805
  Purchase of facilities                    --     (131,893)        --
  Capital expenditures                 (188,171)   (115,446)   (113,613)
  Other                                  16,637       9,806        (426)
                                      ---------   ---------   ---------
Net cash used in investing 
  activities                           (247,843)   (360,363)    (78,533)
                                      ---------   ---------   ---------
Cash flows from financing activities:
  Proceeds from bank lines of credit        --        6,340       4,366
  Proceeds from long-term debt              --      380,000         --
  Debt acquisition costs                    --       (7,808)        --
  Repayments of long-term debt 
   and capital lease obligations         (3,079)     (4,796)     (3,484)
  Net proceeds from sale of 
   common stock                          38,078      14,503      10,759
                                      ---------   ---------   ---------
Net cash provided by financing 
  activities                             34,999     388,239      11,641
                                      ---------   ---------   --------- 
</TABLE>
                                                            (continued)
                                   33
<PAGE>
<TABLE>
                  SOLECTRON CORPORATION AND SUBSIDIARIES
             CONSOLIDATED STATEMENTS OF CASH FLOWS (continued)
                              (In thousands)
<CAPTION> 
                                            Years Ended August 31,
                                      ---------------------------------
                                         1997        1996        1995
                                      ---------   ---------   ---------
<S>                                   <C>         <C>         <C>
Effect of exchange rate changes on
  cash and cash equivalents              (3,489)        347       2,222
                                      ---------  ----------   ---------
Net increase in cash and 
  cash equivalents                       (3,757)    138,871      22,053
Cash and cash equivalents at 
  beginning of year                     228,830      89,959      67,906
                                      ---------   ---------   ---------
Cash and cash equivalents at 
  end of year                         $ 225,073   $ 228,830   $  89,959
                                      =========   =========   =========
Cash paid:
  Interest                           $   38,306   $     517   $     482
  Income taxes                           93,420      54,937      44,429
Non-cash investing and financing 
 activities:
  Issuance of common stock upon 
   conversion of long-term debt             --       30,402     110,915
  Issuance of common stock for 
   business combination                  24,018       1,668         --
</TABLE>
See accompanying notes to consolidated financial statements.















                                   34                

<PAGE>
                 SOLECTRON CORPORATION AND SUBSIDIARIES
               NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                        August 31, 1997 and 1996

Note 1:  Summary of Significant Accounting Policies

(a) Description of Operations and Principles of Consolidation:  
Solectron Corporation (the Company) is an independent provider of 
customized manufacturing services to original equipment manufacturers in 
the electronics industry and operates in this one industry segment. The 
Company's primary services include materials procurement, materials 
management and the manufacture and testing of printed circuit board 
assemblies. In addition, the Company provides consultation on board 
design and manufacturability, as well as system level assembly and test, 
flexible cable assembly, refurbishment, packaging and remanufacturing 
services. These services include turnkey services, where the Company 
procures certain or all of the materials required for product assembly, 
and consignment services, where the customer supplies the materials 
necessary for product assembly. Turnkey services include material 
procurement and warehousing in addition to manufacturing, and involve 
greater resource investment than consignment services. The Company has 
manufacturing operations located in North America, Europe and Asia.

The accompanying consolidated financial statements include the accounts 
of the Company and its subsidiaries after elimination of intercompany 
accounts and transactions.

The preparation of financial statements in conformity with generally 
accepted accounting principles requires management to make estimates and 
assumptions that affect the reported amounts of assets and liabilities 
and disclosure of contingent assets and liabilities at the date of the 
financial statements and reported amounts of revenues and expenses 
during the reporting period. Actual results could differ from those 
estimates.

(b) Reincorporation:  On February 25, 1997, the Company was 
reincorporated in the State of Delaware. In connection with the 
reincorporation, as approved by the stockholders, the number of 
authorized shares of the Company's Common Stock was increased to two 
hundred million (200,000,000) and each share of Common Stock was 
assigned a par value of $.001. The accompanying financial statements 
have been restated to give effect to the reincorporation.

(c) Cash Equivalents and Short-Term Investments:  Cash equivalents are 
highly liquid investments purchased with an original maturity of less 
than three months. Short-term investments are investment grade short-
term debt instruments with original maturities greater than three 
months.

Investments in debt securities are classified as "available-for-sale." 
Such investments are recorded at fair value, as determined from quoted 
market prices, and the cost of securities sold is determined based on 
the specific identification method. If material, unrealized gains and 
losses are reported as a component of stockholders' equity. See Note 2.

(d) Inventories:  Inventories are stated at the lower of weighted 
average cost or market. See Note 3.

                                   35
<PAGE>
(e) Property and Equipment:  Property and equipment are recorded at 
cost. Depreciation and amortization are computed based on the shorter of 
the estimated useful lives or the related lease terms, using the 
straight-line method. Estimated useful lives are presented below. See 
Note 4.

     Machinery and equipment                           2 - 5 years
     Furniture and fixtures                            3 - 5 years
     Leasehold improvements                            Lease term
     Buildings                                         6 -50 years

(f) Other Assets:  Other assets include goodwill and debt issuance 
costs. Debt issuance costs are amortized using the straight-line method, 
which does not differ materially from the interest method, over the debt 
term (ten years). Goodwill is also amortized using the straight-line 
method over ten years.

(g) Accounting for Long-Lived Assets:  The Company reviews property and 
equipment for impairment whenever events or changes in circumstances 
indicate that the carrying amount of an asset may not be recoverable. 
Recoverability of property and equipment is measured by comparison of 
its carrying amount, including the unamortized portion of goodwill 
allocated to the property and equipment, to future net cash flows the 
property and equipment are expected to generate. If such assets are 
considered to be impaired, the impairment to be recognized is measured  
by the amount by which the carrying amount of the property and 
equipment, including the allocated goodwill, if any, exceeds its fair 
market value. The Company assesses the recoverability of enterprise 
level goodwill by determining whether the unamortized goodwill balance 
can be recovered through undiscounted future results of the acquired 
operation. The amount of enterprise level goodwill impairment, if any, 
is measured based on projected discounted future results using a 
discount rate reflecting the Company's average cost of funds. To date, 
the Company has made no adjustments to the carrying value of its long-
lived assets.

(h) Income Taxes:  The Company uses the asset and liability method of 
accounting for income taxes. Under the asset and liability method, 
deferred tax assets and liabilities are recognized for the future 
consequences attributable to differences between the financial statement 
carrying amounts of existing assets and liabilities and their respective 
tax bases. When necessary, a valuation allowance is recorded to reduce 
tax assets to an amount whose realization is more likely than not. See 
Note 10.

(i) 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.

(j) Revenue Recognition:  The Company recognizes revenue upon shipment 
of product to its customers.

(k) Employee Stock Plans:  The Company accounts for its stock option 
plans and its employee stock purchase plan using the intrinsic value 
method. See Note 11.

                                  36
<PAGE>
(l) Foreign Currency:  Assets and liabilities of foreign subsidiaries 
where the local currency is the functional currency are translated at 
year-end exchange rates. The effects of these translation adjustments 
are reported as a separate component of stockholders' equity. Exchange 
gains and losses arising from transactions denominated in a currency 
other than the functional currency of the entity involved and 
remeasurement adjustments for foreign operations where the United States 
dollar is the functional currency are included in income. To date, the 
effect on income of such amounts has been immaterial.

(m) Derivatives:  Gains and losses on foreign currency forward exchange 
contracts designated as hedges of assets and liabilities are included in 
income concurrently with the offsetting losses and gains on the related 
balance sheet item. Gains and losses on hedges of firm commitments and 
anticipated transactions are deferred and included in the basis of the 
transaction when it occurs. See Note 7.

(n) Year-End:  The Company's financial reporting year consists of either 
52-week or 53-week periods ending on the last Friday in August. Fiscal 
years 1997 and 1995 each contained 52 weeks, and fiscal year 1996 
contained 53 weeks. For purposes of presentation in the accompanying 
financial statements and notes thereto, the Company has indicated its 
accounting years as ending on August 31.

The Company's subsidiary, Solectron Texas, Inc. (Texas), has a fiscal 
year end of July 31. The Company's consolidated financial position as of 
August 31, 1997 and 1996 includes the financial position of the Texas 
operations as of July 31, 1997 and 1996, respectively. Similarly, the 
Company's consolidated results of operations and cash flows for the 
years ended August 31, 1997 and 1996 include the results of operations 
and cash flows of the Texas operations for the year ended July 31, 1997 
and the four-month period since its acquisition ended July 31, 1996, 
respectively.

(o) Recent Accounting Pronouncements:  In February 1997, the Financial 
Accounting Standards Board (FASB) issued SFAS No. 128, "Earnings per 
Share."  SFAS No. 128 establishes a different method of computing net 
income per share than is currently required under the provisions of 
Accounting Principles Board Opinion No. 15.  Under SFAS No. 128, the 
Company will be required to present both basic net income per share and 
diluted net income per share.  Basic net income per share is expected to 
be higher than the currently presented primary net income per share as 
the effect of dilutive stock options will not be considered in computing 
basic net income per share.  Diluted net income per share is expected to 
be comparable to the currently presented fully diluted net income per 
share.

Solectron will adopt SFAS No. 128 in its fiscal quarter ending February 
27, 1998 and at that time all historical net income per share data 
presented will be restated to conform to the provisions of SFAS No. 128.

                                    37
<PAGE>
Note 2: Cash, Cash Equivalents and Short-Term Investments

Cash, cash equivalents and short-term investments consisted of the 
following at August 31:
<TABLE>
<CAPTION>
                                        Cash and Cash       Short-Term
                                         Equivalents        Investments
                                        -------------       -----------
                                                 (in thousands)
<S>                                     <C>                 <C>
1997
-------
Cash                                       $ 39,725           $    --
Money market funds                           81,350                --  
Certificates of deposit                       9,822             23,249
Municipal market auction securities           7,723                -- 
Corporate market auction securities          14,206                --
U.S. government securities                    6,685            173,304
Corporate obligations                        58,422             51,542 
Municipal obligations                         7,140                --
Other                                           --               9,734
                                           --------           --------
                                           $225,073           $257,829
                                           ========           ========

1996
-------
Cash                                       $ 30,865          $     --
Money market funds                           76,595                --
Certificates of deposit                      31,779             12,308
U.S. government securities                   44,922            139,202
Corporate obligations                        34,680             29,179
Municipal obligations                         9,989                --
Other                                           --                 831
                                           --------           --------
                                           $228,830           $181,520
                                           ========           ========
</TABLE>
As of August 31, 1997 and 1996, unrealized gains and losses were not 
material. As of August 31, 1997, all of the Company's short-term 
investments mature within two years.

Note 3:  Inventories

Inventories as of August 31, 1997 and 1996 consisted of:

                               1997              1996
                             --------          --------
                                   (in thousands)
     Raw materials           $365,630          $253,646
     Work-in-process          128,992           115,216
                             --------          --------
                             $494,622          $368,862
                             ========          ========

                                   38
<PAGE>
Note 4:  Property and Equipment

Property and equipment as of August 31, 1997 and 1996 consisted of:

                                           1997            1996
                                         --------        --------
                                               (in thousands)

     Land, buildings and improvements    $ 64,511        $ 37,872
     Machinery and equipment              432,963         344,812
     Furniture and fixtures                76,485          55,591
     Leasehold improvements                41,647          27,749         
     Construction-in-progress              33,171             773
                                         --------        --------
                                          648,777         466,797
     Less accumulated depreciation
      and amortization                    322,416         217,227
                                         --------        --------
     Net property and equipment          $326,361        $249,570
                                         ========        ========

Note 5:  Lines of Credit

The Company has available a $100 million unsecured multicurrency 
revolving line of credit which expires April 30, 2002. Borrowings under 
the credit facility bear interest, at the Company's option, at either 
the bank's prime rate, the London interbank offering rate (LIBOR) plus a 
margin, or the bank's certificate of deposit (CD) rate plus a margin. 
The margin under the LIBOR or CD rate options will vary depending on the 
Company's Standard & Poor's Corporation and/or Moody's Investor 
Services, Inc. rating for its long-term senior unsecured debt and was 
0.4375% at August 31, 1997. Under the agreement, the Company must meet 
certain financial covenants. As of August 31, 1997, there were no 
borrowings outstanding under this line of credit and as of August 31, 
1996, there were no borrowings outstanding under the previous $100 
million unsecured domestic revolving line of credit, which expired April 
30, 1997.

The Company also has $86.5 million in foreign lines of credit and other 
bank facilities. Borrowings are payable on demand. The interest rates 
range from the bank's prime lending rate to the bank's prime rate plus 
2.0%. As of August 31, 1997, borrowings and guaranteed amounts under 
these lines of credit were $8.6 million.

                                   39
<PAGE>
Note 6:  Long-Term Debt

Long-term debt at August 31, 1997 and 1996 consisted of:
<TABLE>
<CAPTION>
                                                   1997         1996
                                                 --------     --------
                                                    (in thousands)
<S>                                              <C>          <C>
6% subordinated notes due 2006, face value
  $230,000, fair value of $318,274 in 1997 
  and $209,875 in 1996. Convertible into 
  6,804 shares of common stock                   $230,000     $236,976
7 3/8% senior notes due 2006, face value
  $150,000, fair value of $149,300 in 1997
  and $143,082 in 1996                            149,745      155,257
Other, fair value of $7,569 in 1997 and 
  $8,788 in 1996                                    7,569        8,788
                                                 --------     --------
 Total long-term debt                             387,314      401,021
 Less current portion of long-term debt             1,464       14,094
                                                 --------     --------
                                                 $385,850     $386,927
                                                 ========     ========
</TABLE>
In February 1996, the Company issued convertible, subordinated notes for 
an aggregate principal amount of $230 million. These notes are in 
denominations of and have a maturity value of $1,000 each, payable on 
March 1, 2006. Interest is payable semi-annually at 6%. The notes are 
subordinated to all existing and future senior indebtedness of the 
Company. Each note is convertible at any time by the holder into shares 
of common stock at a conversion price of $33.81 per share. Beginning on 
March 3, 1999, the notes are redeemable for cash at the option of the 
Company, in whole or in part, at redemption prices ranging from 104.2% 
of the principal amount in 1999, to 100% of the principal amount in year 
2006. Upon a change in control of the Company, each holder of the notes 
has the right to require the Company to repurchase the notes for 100% of 
the principal amount.

In March 1996, the Company issued $150 million aggregate principal 
amount of senior notes. The notes are in denominations of and have a 
maturity value of $1,000 each and are due on March 1, 2006. The notes 
pay interest at 7 3/8% semi-annually. The notes may not be redeemed 
prior to maturity.

As of August 31, 1995, approximately 95,000 zero-coupon, subordinated 
notes were outstanding. In May 1996, the remainder of these notes were 
converted into approximately 3.9 million shares of common stock.

Note 7:  Financial Instruments

Fair Value of Financial Instruments

The fair value of the Company's cash, cash equivalents, accounts 
receivable and accounts payable approximates the carrying amount due to 
the relatively short maturity of these items. The fair value of the 
Company's short-term investments (see Note 2) is determined based on 
quoted market prices. The fair value of the Company's long-term debt 
(see Note 6) is determined based on broker trading prices.

                                  40
<PAGE>
Derivatives

The Company enters into forward exchange contracts to hedge foreign 
currency exposures on a continuing basis for periods consistent with its 
committed exposures. These transactions generally do not subject the 
Company to risk of accounting loss because gains and losses on these 
contracts offset losses and gains on the assets, liabilities and 
transactions being hedged. The Company is exposed to credit-related 
losses in the event of non-performance by the parties in these 
contracts. However, because these contracts have maturities of less than 
six months, the amounts of unrealized gains and losses are immaterial. 
The Company had $75.6 million and $36.7 million of aggregate foreign 
currency forward exchange contracts outstanding at the end of fiscal 
years 1997 and 1996, respectively, primarily for the purchase and sale 
of European currencies, the Malaysian ringgit and the U.S. dollar by the 
Company's international subsidiaries.
 
Business and Credit Concentrations

Financial instruments that potentially subject the Company to 
concentrations of credit risk consist of cash, cash equivalents, short-
term investments and trade accounts receivable. The Company's cash, cash 
equivalents and short-term investments are managed by recognized 
financial institutions which follow the Company's investment policy. The 
Company's investments are comprised of investment grade short-term debt 
instruments, and the Company's investment policy limits the amount of 
credit exposure in any one issue. Concentrations of credit risk in 
accounts receivable resulting from sales to major customers are 
discussed in Note 13. The Company generally does not require collateral 
for sales on credit. The Company closely monitors extensions of credit 
and has not experienced significant credit losses in the past.

Note 8:  Commitments

The Company leases various facilities under operating lease agreements. 
The facility leases expire at various dates through 2006. 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 Milpitas, 
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. In May 1997, the Company 
modified the terms of this lease to extend the lease term through April         
2002 and remove the requirement for collateral for its obligation under 
the lease. The Company is contingently liable under a first loss clause 
for a decline in market value of the leased facilities up to $52.1 
million in the event the Company does not purchase the property at the 
end of the lease term. The Company must also maintain compliance with 
financial covenants similar to its credit facilities.

Future minimum payments related to lease obligations are $17.0 million,  
$11.8 million, $9.0 million, $6.5 million and $4.2 million in each of 
the years in the five-year period ending August 31, 2002 and an 
aggregate $1.1 million for periods after that date. Rent expense was 
$22.9 million, $17.0 million and $10.8 million for the years ended 
August 31, 1997, 1996 and 1995, respectively.

                                   41
<PAGE>
Note 9:  Retirement Plans

The Company has various retirement plans which cover a significant 
number of its employees. The major pension plans are defined 
contribution plans, which provide pension benefits in return for 
services rendered, provide an individual account for each participant, 
and have terms that specify how contributions to the participant's 
account are to be determined rather than the amount of pension benefits 
the participant is to receive. Contributions to these plans are based on 
varying percentages of each participant's base salary. The Company's 
expense for the defined contribution plans totaled $3.0 million, $2.3 
million and $1.0 million, in 1997, 1996 and 1995, respectively.

Note 10:  Income Taxes

The components of income taxes are as follows (in thousands):
<TABLE>
<CAPTION>
                                            Years Ended August 31,
                                      ---------------------------------
                                        1997         1996         1995
                                      -------      -------      -------
     <S>                              <C>          <C>          <C>
     Current:
        Federal                       $71,957      $51,004      $34,922
        State                          12,377        7,445        4,370
        Foreign                         5,944        4,204        4,346                                       
                                      -------      -------      -------
                                       90,278       62,653       43,638
     Deferred:
        Federal                        (8,808)      (2,579)      (3,474)
        State                          (1,067)        (233)          15
        Foreign                           (55)        (996)         789
                                      -------      -------      -------
           Total                      $80,348      $58,845      $40,968
                                      =======      =======      =======
</TABLE>
The overall effective income tax rate (expressed as a percentage of 
financial statement income before income taxes) differs from the 
expected U.S. income tax rate as follows:
<TABLE>
<CAPTION>
                                             Years Ended August 31,
                                        --------------------------------
                                          1997         1996        1995
                                        -------      -------     -------
     <S>                                <C>          <C>         <C>
     Federal tax rate                    35.0%        35.0%        35.0%
     State income tax, net of federal 
      tax benefit                         3.1          2.8          2.4
     Tax exempt interest                   --         (0.1)        (0.7)      
     Income of international subsidiaries
      taxed at different rates           (3.6)        (4.5)        (4.2)
     Other                               (0.8)         0.8          1.5
                                         ----         ----         ----
     Effective income tax rate           33.7%        34.0%        34.0%
                                         ====         ====         ====
</TABLE>
                                   42
<PAGE>
The tax effects of temporary differences that give rise to significant 
portions of deferred tax assets and liabilities are as follows (in 
thousands):

                                              As of August 31,
                                          -----------------------
                                            1997           1996
                                          --------       --------
     Deferred tax assets:
      Accruals, allowances and reserves   $ 14,240       $ 11,949
      State income tax                       3,054            --
      Pre-operating costs                       15            234
      Acquired intangible assets             2,039            875
      Net undistributed profits of
       subsidiaries                          1,635            --        
      Plant and equipment                    1,778            -- 
      Other                                  2,976          1,181
                                          --------       --------
     Total deferred tax assets              25,737         14,239
                                          --------       --------
     Deferred tax liabilities:
      Plant and equipment                      --          (1,496)
      State income tax                         --            (469)
      Other                                 (1,083)          (616)
                                          --------       --------
     Total deferred tax liabilities         (1,083)        (2,581)
                                          --------       --------
     Net deferred tax assets              $ 24,654       $ 11,658
                                          ========       ========

Based on the Company's historical operating income, management believes 
it is more likely than not that the Company will realize the benefit of 
the deferred tax assets recorded and, accordingly, has established no 
valuation allowance.

Worldwide income before income taxes consisted of the following (in 
thousands):
<TABLE>
<CAPTION>
                                            Years Ended August 31,
                                      --------------------------------
                                        1997        1996        1995
                                      --------    --------    --------
     <S>                              <C>         <C>         <C>
     U.S.                             $198,029    $140,900    $ 91,537   
     Non-U.S.                           40,378      32,177      28,957
                                      --------    --------    --------
        Total                         $238,407    $173,077    $120,494                                            
                                      ========    ========    ========

During the fiscal year ended August 31, 1997, the Company adopted a 
change regarding undistributed earnings of its German subsidiaries, 
which previously were deemed to be permanently reinvested. The effect of 
this change is the recognition of net deferred tax assets of 
approximately $1.6 million for foreign tax credit utilization.

Cumulative undistributed earnings of the international subsidiaries 
amounted to $133.0 million as of August 31, 1997, of which approximately 
$122.8 million is intended to be permanently reinvested. The amount of 
income tax liability that would result had such earnings been 
repatriated is estimated to be approximately $28.0 million.

                                   43
<PAGE>
The Company has been granted a tax holiday for its Penang, Malaysia site 
which is effective through January 31, 2002, subject to certain 
conditions. The Company has also been granted various tax holidays in 
China, which are effective for various terms and are subject to certain 
conditions.

Note 11:  Stockholders' Equity

Stock Split

Effective August 4, 1997, the Company completed a two-for-one stock 
split effected as a stock dividend.  All share and per-share data has 
been retroactively adjusted to reflect the stock split.

Pro Forma Fair Value Disclosures

The Company accounts for its employee stock plans, consisting of fixed 
stock option plans and an employee stock purchase plan, using the 
intrinsic value method. Accordingly, no compensation expense related to 
these plans has been recognized in the Company's financial statements. 
The table below sets out the pro forma amounts of net income and net 
income per share that would have resulted if the Company accounted for 
its employee stock plans under the fair value recognition provisions of 
SFAS No. 123, "Accounting for Stock-Based Compensation."

                                           Years Ended August 31,
                                           ----------------------
                                             1997          1996
                                           --------      --------
                                            (in thousands, except
                                               per share data)

     Net income        As reported         $158,059      $114,232
                       Pro forma           $144,786      $108,905

     Net income per share:
     Primary           As reported         $  1.37       $  1.10
                       Pro forma           $  1.27       $  1.05

     Fully diluted     As reported         $  1.36       $  1.08
                       Pro forma           $  1.27       $  1.04

For purposes of computing pro forma net income, the fair value of each 
option grant and Employee Stock Purchase Plan purchase right is 
estimated on the date of grant using the Black-Scholes option pricing 
model. The assumptions used to value the option grants and purchase 
rights are stated below.

</TABLE>
<TABLE>
<CAPTION>
                                           1997               1996
                                     ----------------   ----------------
   <S>                               <C>                <C>
   Expected life of options              4.3 years      4.3 to 4.7 years
   Expected life of purchase rights      3 months           3 months
   Volatility                               40%                40%
   Risk-free interest rate            5.21% to 6.46%     5.12% to 6.71%
   Dividend yield                          zero               zero 

Options vest over several years and new option grants are generally made 
each year.  Because of this and because the provisions of SFAS No. 123 
are effective only for fiscal years 1996 and 1997, the pro forma amounts 

                                   44
<PAGE>
shown above may not be representative of the pro forma effect on 
reported net income in future years.

Stock Option Plans

The Company's stock option plans provide for grants of options to 
employees to purchase common stock at the fair market value of such 
shares on the grant date. The options vest over a four-year period 
beginning generally on the grant date. The term of the options is five 
years for options granted prior to November 17, 1993 and seven years for 
options granted thereafter. In connection with the acquisition of Force 
Computers, Inc. (see Note 14), the Company assumed all options 
outstanding under the Force option plan, after the application of the 
exchange ratio.  Options under the Force plan generally vest over a 
four-year period beginning on the grant date and have a ten year term. 
No further options may be granted under the Force plan.

A summary of stock option activity under the plans follows:

</TABLE>
<TABLE>
<CAPTION>
                                 Years Ended August 31,
                -------------------------------------------------------- 
                       1997               1996               1995
                ------------------ ------------------ ------------------
                          Weighted           Weighted           Weighted
                  Number   Average   Number   Average   Number   Average
                    of    Exercise     of    Exercise     of    Exercise
                  Shares    Price    Shares    Price    Shares    Price
                --------- -------- --------- -------- --------- -------- 
<S>             <C>        <C>     <C>       <C>      <C>       <C>
Outstanding, 
 beg. of year   9,431,576  $14.82  7,983,680  $11.69  8,134,286  $10.55
Granted         3,403,074  $26.82  3,173,878  $20.10  1,556,500  $14.18   
Assumed from
 Force plan       839,264  $ 2.20        --      --         --      --
Exercised      (3,007,754) $ 9.76 (1,237,774) $ 8.22 (1,145,560) $ 6.85
Canceled         (436,650) $21.03   (488,208) $15.07   (561,546) $11.96
               ----------         ----------         ----------
Outstanding,
 end of year   10,229,510  $18.99  9,431,576  $14.82  7,983,680  $11.69
               ==========         ==========         ==========
Exercisable
 at year-end    5,181,725  $15.85  5,023,686  $12.48  3,848,058  $10.16
               ==========         ==========         ==========
Weighted-average
 fair value of
 options granted
 during the year           $11.23             $ 8.47
</TABLE>
                                   45
<PAGE>
Information regarding the stock options outstanding at August 31, 1997 
is summarized in the table below.
<TABLE>
<CAPTION>
                       Options Outstanding          Options Exercisable
               ----------------------------------  ---------------------
                             Weighted
                              Average    Weighted               Weighted
   Range of                  Remaining   Average                Average
   Exercise      Shares     Contractual  Exercise    Shares     Exercise
    Prices     Outstanding     Life       Price    Exercisable   Price
-------------  -----------  -----------  --------  -----------  --------
<S>            <C>          <C>          <C>       <C>          <C>
$ 1.32-$ 5.14*    305,502    7.81 years   $ 3.27       65,314    $ 2.55
$ 7.38-$11.84   1,136,512     .69 years   $11.02    1,136,512    $11.02     
$13.31-$17.63   3,062,548    3.12 years   $14.41    2,393,992    $14.29
$18.69-$22.31   2,541,658    5.25 years   $20.20    1,006,493    $19.93
$23.94-$29.63   2,988,840    6.18 years   $26.12      571,800    $26.04
$37.16            194,450    6.86 years   $37.16        7,614    $37.16
               ----------                           ---------
$ 1.32-$37.16  10,229,510    4.48 years   $18.99    5,181,725    $15.85
               ==========                           =========
</TABLE>
*Options in this range of exercise prices represent the options assumed 
in connection with the acquisition of Force.

A total of 15,277,670 shares of common stock remain reserved for 
issuance under the plans as of August 31, 1997.

On December 1 of each year, each independent member of the Company's 
Board of Directors is granted an option to purchase 12,000 shares of 
common stock at the then current fair market value. Such options vest 
over one year.

Employee Stock Purchase Plan

Under the Company's Employee Stock Purchase Plan (the Purchase Plan), 
employees meeting specific employment qualifications are eligible to 
participate and can purchase shares quarterly through payroll deductions 
at the lower of 85% of the fair market value of the stock at the 
commencement or end of the offering period. The Purchase Plan permits 
eligible employees to purchase common stock through payroll deductions 
for up to 10% of qualified compensation. As of August 31, 1997, 
2,453,384 shares remain available for issuance under the Purchase Plan.

The weighted-average fair value of the purchase rights granted in fiscal 
1997 and 1996 was $5.92 and $4.72, respectively.




                                   46
<PAGE>
Note 12:  Geographic Information

Information about the Company's operations in different geographic 
regions is presented in the table below:
<TABLE>
<CAPTION>
                                              Operating   Identifiable
                                Net Sales       Income       Assets
                               ----------     ---------   ------------
                                            (in thousands)
     <S>                       <C>            <C>          <C>
     Fiscal 1997
       United States           $2,862,941     $200,664     $1,333,189
       Europe                     580,486       22,157        312,552
       Asia                       250,958       13,601        206,678
                               ----------     --------     ----------
                               $3,694,385     $236,422     $1,852,419
                               ==========     ========     ==========
     Fiscal 1996
       United States           $1,981,788     $142,470     $1,117,875
       Europe                     490,606        7,775        224,172
       Asia                       344,797       25,180        110,151
                               ----------     --------     ----------
                               $2,817,191     $175,425     $1,452,198
                               ==========     ========     ==========
     Fiscal 1995
       United States           $1,280,397    $  94,078     $  609,245
       Europe                     534,038       15,316        213,996
       Asia                       251,124       14,040        117,614
                               ----------    ---------     ----------
                               $2,065,559    $ 123,434     $  940,855
                               ==========    =========     ==========
</TABLE>
Net sales and operating income reflect the destination of the product 
shipped.

Note 13:  Major Customers

Net sales to major customers as a percentage of consolidated net sales 
were as follows (* represents sales less than 10%):

                                         Years Ended August 31,
                                       --------------------------
                                        1997      1996      1995
                                       ------    ------    ------
    Hewlett-Packard Corporation          14%        11%       *
    Bay Networks, Inc.                   10%        *         *
    IBM Corporation                       *         *        21%       


As a result of sales to these and other of the Company's significant 
customers, the Company does have concentrations of credit risk. This 
situation is intensified due to the fact that the majority of the 
Company's customers are in the same industry. The Company believes its 
reserves for bad debt are adequate considering its concentrations of 
credit risk.

                                   47
<PAGE>
Note 14: Acquisitions

On November 26, 1996, the Company exchanged approximately 6.2 million 
shares of common stock for all of the outstanding stock of Force 
Computers, Inc. (Force) and assumed all of the outstanding options of 
Force after giving effect to the exchange ratio. Force is 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 prior to its acquisition were not material to the 
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. The Company incurred 
transaction expenses of $4.0 million directly related to the acquisition 
of Force.

In March 1996, the Company exchanged common stock and common stock 
options for all of the outstanding stock and options of Fine Pitch 
Technology, Inc., a provider of prototype services. This transaction was 
accounted for under the pooling-of-interests method. The results of 
operations of Fine Pitch prior to its acquisition were not material to 
the 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 Fine Pitch, 
and pro-forma financial information has not been disclosed.

In March 1996, the Company completed its purchase of Texas Instruments 
Incorporated's Custom Manufacturing Services (CMS) business. This 
business, principally located in Austin, Texas, was acquired for 
approximately $132 million. Under the terms of the agreement, Solectron 
purchased the CMS business in Austin, Texas and certain assets of the 
CMS business in Kuala Lumpur, Malaysia (collectively the CMS 
operations). The Company subsequently has moved the CMS business in 
Kuala Lumpur to Solectron's Penang, Malaysia operations. This 
transaction was accounted for under the purchase method of accounting. 
The acquisition resulted in goodwill of approximately $38 million, which 
is being amortized on a straight-line basis over 10 years.

The following pro forma financial information gives effect to the 
acquisition of the CMS operations on a purchase accounting basis for the 
years ended August 31, 1996 and 1995 as if the CMS operations had been 
acquired at the beginning of the periods presented. The preparation of 
this financial information requires the use of management's estimates. 
This pro forma financial information includes certain adjustments for 
goodwill amortization, increased depreciation expense, a decrease in 
interest income (related to the assumed liquidation of certain current 
investments for the purchase of the CMS operations) and the related 
income tax effects.

This pro forma combined information is not purported to be indicative of 
the results that would have actually been obtained if the combination 
had been in effect during the periods indicated, or that may be obtained 
in the future. In addition, it does not reflect the effects of any 
synergy that might be achieved from the newly combined operations.

                                  48
<PAGE>
Pro forma financial information:

                                          Years Ended August 31,
                                         -----------------------
                                            1996         1995
                                         ----------   ----------
                                          (in thousands, except
                                             per share data)

Net sales                                $3,152,962   $2,492,530
Net income                               $  115,085   $   79,651
Net income per share:
  Primary                                $     1.10   $     0.91
  Fully diluted                          $     1.09   $     0.81


















                                   49

<PAGE>
INDEPENDENT AUDITORS' REPORT

The Board of Directors and Stockholders
Solectron Corporation:

We have audited the accompanying consolidated balance sheets of 
Solectron Corporation and subsidiaries as of August 31, 1997 and 1996, 
and the related consolidated statements of income, stockholders' equity 
and cash flows for each of the years in the three-year period ended 
August 31, 1997. In connection with our audits of the consolidated 
financial statements, we also have audited the financial statement 
schedule as of August 31, 1997 and for each of the years in the three-
year period ended August 31, 1997, as listed in the Index at Item 
14(a)(2). These consolidated financial statements and financial 
statement schedule are the responsibility of the Company's management. 
Our responsibility is to express an opinion on these consolidated 
financial statements and financial statement schedule based on our 
audits.

We conducted our audits in accordance with generally accepted auditing 
standards. Those standards require that we plan and perform the audit to 
obtain reasonable assurance about whether the financial statements are 
free of material misstatement. An audit includes examining, on a test 
basis, evidence supporting the amounts and disclosures in the financial 
statements. An audit also includes assessing the accounting principles 
used and significant estimates made by management, as well as evaluating 
the overall financial statement presentation. We believe that our audits 
provide a reasonable basis for our opinion.

In our opinion, the consolidated financial statements referred to above 
present fairly, in all material respects, the financial position of 
Solectron Corporation and subsidiaries as of August 31, 1997 and 1996, 
and the results of their operations and their cash flows for each of the 
years in the three-year period ended August 31, 1997, in conformity with 
generally accepted accounting principles. Also, in our opinion, the 
related financial statement schedule, when considered in relation to the 
basic consolidated financial statements taken as a whole, presents 
fairly, in all material respects, the information set forth therein.

                                                 KPMG PEAT MARWICK LLP

Palo Alto, California
September 11, 1997



                                   50

<PAGE>
ITEM 9:   CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING  
          AND FINANCIAL DISCLOSURE

Not applicable



















                                  51
<PAGE>
PART III

ITEM 10:   DIRECTORS AND EXECUTIVE OFFICERS OF REGISTRANT

Solectron's executive officers and directors and their ages as of August 
31, 1997 are as follows:

             Name               Age              Position
----------------------------  ------     -------------------------------
Koichi Nishimura, Ph.D.         59        President, Chief Executive
                                          Officer and Chairman of the   
                                          Board

David Kynaston                  56        Vice President and President
                                          Solectron Europe

Stephen T. Ng                   42        Senior Vice President and 
                                          Chief Materials Officer

Leslie T. Nishimura             53        Senior Vice President and
                                          President Solectron  
                                          Washington, Inc.

Ken Tsai                        54        Senior Vice President and
                                          President Solectron Asia

Susan S. Wang                   46        Senior Vice President, Chief
                                          Financial Officer and
                                          Secretary

Walter W. Wilson                53        Senior Vice President and 
                                          President Solectron Americas 

Saeed Zohouri, Ph.D.            46        Senior Vice President, Chief
                                          Technology Officer and  
                                          President Solectron California 
                                          Corporation

Winston H. Chen, Ph.D. (3)      56        Director

Richard A. D'Amore (1)          44        Director

Charles A. Dickinson (3)        74        Director

Heinz Fridrich (1)              64        Director

Kenneth E. Haughton, Ph.D. (2)  69        Director

Paul R. Low, Ph.D. (1)          64        Director

W. Ferrell Sanders (2)          60        Director

Osamu Yamada (3)                68        Director
---------------
(1) Member of the Audit Committee
(2) Member of the Compensation Committee
(3) Member of the Nominating Committee

                                   52
<PAGE>
Dr. Koichi Nishimura has served as a director since 1991, Chairman of 
the Board since September 1996, Chief Executive Officer since 1992 and 
President since 1990. He was Co-Chief Executive Officer from 1991 to 
1992 and Chief Operating Officer from 1988 to 1991. From 1964 to 1988, 
Dr. Nishimura was employed by International Business Machines 
Corporation (IBM) in various technology and management positions. He 
also serves as a director of Merix Corporation.

Mr. David Kynaston joined Solectron in February 1996 as Vice President 
and President of Solectron Europe. Mr. Kynaston worked for Philips 
Electronics for the previous 15 years in various capacities, including 
Managing Director of Philips Mullard Ltd. subsidiary, Managing Director 
of the Business Communications Systems Division and most recently, 
Managing Director of the Private Mobile Radio Division. Mr. Kynaston has 
also held senior technical management positions at EMI Medical Ltd. and 
Cambridge Scientific Instruments Ltd.

Mr. Stephen T. Ng joined Solectron in September 1989 as Vice President, 
Worldwide Material Purchasing and is currently Senior Vice President and 
Chief Materials Officer of Solectron. Prior to joining Solectron, Mr. Ng 
had 11 years experience in materials management in various capacities 
with Xerox Corporation. His last position prior to joining Solectron was 
Manager, Material Operations at Xerox Corporation.

Mr. Leslie T. Nishimura is a founder of the Company and President of 
Solectron Washington, Inc. He has served as Senior Vice President of 
Solectron since 1989, President of Solectron Asia from 1991 to 1993, 
Secretary of Solectron from 1989 to 1992 and Vice President, 
Manufacturing Technology of Solectron from 1978 to 1989. Mr. Nishimura's 
prior experience includes various materials, production control and 
inventory control supervisory positions at Ritter Co., Burndy 
Corporation and the Norden Division of United Technologies, Inc.

Mr. Ken Tsai is President of Solectron Asia and has served as Senior 
Vice President of Solectron since May 1995. Mr. Tsai was Vice President 
of Solectron from 1990 to 1995. He served as Director of Manufacturing 
for Solectron from 1989 to 1990 and in various manufacturing and other 
positions from 1984 to 1989. Prior to joining Solectron, Mr. Tsai served 
in various management and business planning positions at American 
Cyanamid Company from 1968 to 1984.

Ms. Susan S. Wang has served as Senior Vice President and Chief 
Financial Officer of Solectron since 1990 and as Secretary since 1992. 
She was Vice President, Finance and Chief Financial Officer of Solectron 
from 1986 to 1990 and Director of Finance of Solectron from 1984 to 
1986. Prior to joining Solectron, Ms. Wang held various accounting and 
finance positions with Xerox Corporation. Ms. Wang also held accounting 
and auditing positions with Westvaco Corp. and Price Waterhouse & Co. 
She is a certified public accountant.

Mr. Walter W. Wilson has served as President, Solectron Americas since 
April 1997, President, Solectron North America from September 1995 to 
March 1997, President Solectron California Corporation from March 1992 
to February 1996 and Senior Vice President of Solectron since 1990. From 
1989 to 1990 he served as an operational Vice President of Solectron. 
From 1965 to 1989 Mr. Wilson was employed by IBM in manufacturing and 
product development. During his IBM tenure, he held management positions 
in the United States, West Germany and Japan.

                                   54
<PAGE>
Dr. Saeed Zohouri is Senior Vice President and Chief Technology Officer 
since 1994 and President Solectron California Corporation since March 
1996. Dr. Zohouri joined Solectron in 1980; he has held various 
management positions and has also served as Director of Technology. His 
prior experience includes teaching chemistry at a major international 
university.

Dr. Winston H. Chen is a founder of the Company and has served as a 
director of Solectron since 1978, Chairman of the Board from 1990 to 
1994, President from 1979 to 1990, Chief Executive Officer from 1984 to 
1991 and as Co-Chief Executive Officer from 1991 through 1992. Dr. Chen 
is currently Chairman of the Paramitas Foundation. From 1970 to 1978, 
Dr. Chen served as Process Technology and Development Manager of IBM. He 
also serves as a director of Intel Corporation and Edison International.

Mr. Richard A. D'Amore has served as a director of Solectron since 1985. 
Mr. D'Amore has been a general partner of various venture capital funds 
affiliated with Hambro International Venture Funds since 1982 and a 
general partner of North Bridge Venture Partners since 1992. He also 
serves as a director of Math Soft, Inc., VEECO and Xionics Instruments.

Mr. Charles A. Dickinson has served as a director of Solectron since 
1984, and as Chairman of the Board of Directors from 1986 to 1990 and 
from 1994 to September 1996. He served as an independent consultant to 
Solectron from 1991 to 1993 and is currently serving in that capacity. 
He served as President, Solectron Europe from September 1993 to February 
1996. From 1986 to 1990, he was Chairman of the Board of Directors, 
President and Chief Executive Officer of Vermont Micro Systems, Inc. He 
also serves as a director of Trident Microsystems, Inc. and of Aavid
Thermal Technologies, Inc.

Mr. Heinz Fridrich has served as a director of the Company since April 
1996. Mr. Fridrich is currently a member of the faculty of the 
University of Florida. From 1950 to 1993, Mr. Fridrich held a number of 
manufacturing and operations management positions in Europe and the 
United States with IBM. He currently serves as a director of Central 
Hudson Gas & Electric Company in Poughkeepsie, New York.

Dr. Kenneth E. Haughton has served as a director of Solectron since 
1985. Dr. Haughton is currently an independent consultant. From 1990 to 
1991, he was Vice President of Engineering at Da Vinci Graphics, a 
computer graphics firm. From 1989 to 1990, Dr. Haughton was an 
independent consultant and from 1982 to 1989, he served as Dean of 
Engineering at Santa Clara University. He also serves as a director of 
Seagate Technology.

Dr. Paul R. Low has served as a director of Solectron since 1993 and is 
currently the President of PRL Associates. Prior to founding PRL 
Associates, Dr. Low worked for IBM from 1957 to 1992. Dr. Low held 
senior management and executive positions with successively increasing 
responsibility, including President, General Technology Division and IBM 
Corporate Vice President; President of General Products Division; and 
General Manager, Technology Products business line, also serving on 
IBM's corporate management board. He also serves as a director of 
Applied Materials, Inc., VEECO, Number Nine, NCD, XION and IPAC.

                                   54
<PAGE>
Mr. W. Ferrell Sanders has served as a director of Solectron since 1986. 
Since 1987, Mr. Sanders has been a general partner of Asset Management 
Associates Venture Fund, a venture capital management firm. From 1981 to 
1987, he was an independent management consultant. He also serves as a 
director of Adaptec, Inc.

Mr. Osamu Yamada has served as a director of Solectron since 1994. From
1990 to 1991, he was Chairman and Chief Executive Officer of BankCal 
Tri-State Corporation, a wholly owned subsidiary of The Mitsubishi Bank, 
Limited. From 1987 to 1990, he was Senior Managing Director of The 
Mitsubishi Bank, Limited, and in an overlapping period from 1985 to 
1990, he was also Chairman, President and Chief Executive Officer of 
Bank of California. Prior to that, he held a number of key management 
positions with The Mitsubishi Bank, Limited organization. Mr. Yamada 
currently serves on a number of boards of major universities and 
cultural centers.  He also serves as a director of PictureTel.

There is no family relationship among any of the foregoing individuals.


ITEM 11:   EXECUTIVE COMPENSATION

The information required by item 11 of Form 10-K is incorporated by 
reference to the information contained in the section captioned 
"Executive Officer Compensation" of the Registrant's definitive Proxy 
Statement (Notice of Annual Meeting of Stockholders) for the fiscal year 
ended August 31, 1997 to be held on January 14, 1998 which the Company 
will file with the Securities and Exchange Commission within 120 days 
after the end of the fiscal year covered by this report.


ITEM 12:   SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS
           AND MANAGEMENT

Information regarding this item is incorporated herein by reference from 
the section entitled "Security Ownership of Certain Beneficial Owners 
and Management" of the Registrant's definitive Proxy Statement (Annual 
Meeting of Stockholders) for the fiscal year ended August 31, 1997.


ITEM 13:   CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

Information with respect to this item is incorporated herein by 
reference from the section entitled "Certain Transactions" of the 
Registrant's definitive Proxy Statement (Annual Meeting of Stockholders) 
for the fiscal year ended August 31, 1997.



                                   55
<PAGE>
PART IV

ITEM 14:   EXHIBITS, FINANCIAL STATEMENT SCHEDULE AND REPORTS ON
           FORM 8-K

(a) 1.   Financial Statements. The financial statements listed in
         Item 8:  FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA, above are
         filed as part of this Annual Report on Form 10-K, beginning on 
         page 29.

    2.   Financial Statement Schedule.  The financial statement
         Schedule II - VALUATION AND QUALIFYING ACCOUNTS is filed as  
         part of this annual report on Form 10-K, at page 58.

    3.   Exhibits.  The exhibits listed in the accompanying Index to 
         Exhibits are filed as part of this Annual Report on Form 10-K.

(b)      Reports on Form 8-K.  During the fiscal quarter ended
         August 31, 1997 no current reports on Form 8-K were filed.











                                   56

<PAGE>
SIGNATURES

Pursuant to the requirements of Section 13 or 15(d) 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: November 6, 1997                     By  /s/  Koichi Nishimura
                                           (Koichi Nishimura, President,
                                           Chief Executive Officer and
                                           Chairman of the Board)

Pursuant to the requirements of the Securities Exchange Act of 1934, 
this report has been signed below by the following persons on behalf of 
the Registrant and in the capacities and on the dates indicated.

Name                         Title                   Date
--------------------------   ---------------------   -----------------
              
 /s/ Koichi Nishimura        President, Chief        
 Koichi Nishimura, Ph.D.     Executive Officer, 
                             and Chairman of the         
                             Board                    November 6, 1997     
                                                   
 /s/ Susan Wang              Chief Financial         
 Susan S. Wang               Officer (Principal      
                             Financial and           
                             Accounting Officer),   
                             Senior Vice
                             President and
                             Secretary                November 6, 1997

/s/ Winston H. Chen          Director                 November 6, 1997
Winston H. Chen, Ph.D.                                                      

/s/ Richard A. D'Amore       Director                 November 6, 1997
Richard A. D'Amore                                 
                                                                        
/s/ Charles A. Dickinson     Director                 November 6, 1997
Charles A. Dickinson      

/s/ Heinz Fridrich           Director                 November 6, 1997
Heinz Fridrich

/s/ Kenneth E. Haughton      Director                 November 6, 1997     
Kenneth E. Haughton, Ph.D.
                     
/s/ Paul R. Low              Director                 November 6, 1997
Paul R. Low, Ph.D.                                                              

/s/ W. Ferrell Sanders       Director                 November 6, 1997 
W. Ferrell Sanders                                 
                                                   
/s/Osamu Yamada              Director                 November 6, 1997
Osamu Yamada

                                   57
<PAGE>
<TABLE>
                     SOLECTRON CORPORATION AND SUBSIDIARIES
                 SCHEDULE II - VALUATION AND QUALIFYING ACCOUNTS
                                 (in thousands)

<CAPTION>
                                    Amounts
                        Balance at  Charged                  Balance at
                        Beginning      To                       End
Description             of Period  Operations  (Deductions)  Of Period
----------------------  ---------  ----------  ------------  ----------
<S>                     <C>        <C>         <C>           <C>
Year ended August 31, 1995:
Allowance for doubtful
  accounts receivable     $2,459      $1,602      $  (560)      $3,501

Year ended August 31, 1996:
Allowance for doubtful
  accounts receivable     $3,501      $1,651      $(2,160)      $2,992

Year ended August 31, 1997:
Allowance for doubtful
  accounts receivable     $2,992      $2,319      $(1,262)      $4,049      






















                                   58
 

<PAGE>
                          INDEX TO EXHIBITS


Exhibit
Number       Description
-----------  ----------------------------------------------------------
2.1   [B]    Agreement and Plan of Reorganization, by and among the  
             Company, Force Acq. Corp. and Force Computers, Inc. as 
             amended.
3.1          Certificate of Incorporation of the Company.
3.2          Bylaws of the Company.
10.1  [A]    Preferred Stock Purchase Agreement dated September 29, 
             1983, together with amendments thereto dated February 28, 
             1984 and June 23, 1988.
10.2         Form of Indemnification Agreement between the Company and 
             its officers, directors and certain other key employees.
10.3  [D]    1983 Incentive Stock Option Plan, as amended August 13, 
             1991.
10.4  [E]    1988 Employee Stock Purchase Plan, as amended October 1992.
10.5  [H]    Amended and Restated 1992 Stock Option Plan.
10.6  [C]+   Asset Purchase Agreement dated as of January 29, 1996, as 
             amended and restated as of March 29, 1996 by and among                     
             Solectron Texas, L.P., the Company and Texas Instruments, 
             Incorporated.
10.7  [F]    Stock Acquisition Agreement dated August 28, 1993, between
             the Company and Solectron California Corporation.
10.8  [G]    Lease Agreement between BNP Leasing Corporation, as             
             Landlord, and the Company, as Tenant, Effective September 
             6, 1994.
10.9  [G]    Purchase Agreement, by and between the Company and BNP 
             Leasing Corporation, dated September 6, 1994.
10.10 [G]    Pledge and Security Agreement, by and between the Company, 
             as Debtor, and BNP Leasing Corporation, as Secured Party, 
             dated September 6, 1994.
10.11 [G]    Assignment and Assumption Agreement between the Company and 
             Solectron California Corporation, dated November 9, 1994.
10.12 [G]    Custodial Agreement by and between the Company, Banque 
             Nationale De Paris and BNP Leasing Corporation, dated 
             September 6, 1994.
10.13        Modification Agreement (First Amemdment ot Purchase 
             Agreement and Second Amendment to Lease Agreement) by and  
             between the Company and BNP Leasing Corporation, dated 
             May 1, 1997.
10.14        Credit Agreement between the Company and Bank of America 
             National Trust and Savings Association, as Agent and 
             Issuing Bank, dated April 30, 1997.
10.15a       Purchase and Sale Agreement among Solectron Corporation, as 
             Originator, Servicer and Guarantor, Solectron California 
             Corporation, as Originator, and Solectron Funding 
             Corporation, as the Initial Purchaser, dated September 17, 
             1997 
10.15b       Receivables Purchase Agreement, among Solectron Funding 
             Corporation, as Seller, Solectron Corporation, individually 
             and as Servicer, Receivables Capital Corporation, as Issuer 
             and Bank of America National Trust and Savings Association,    
             as Administrator, dated September 17, 1997.
11.1         Statement re: Computation of Net Income Per Share.
21.1         Subsidiaries of the Registrant.
23.1         Consent of Independent Auditors.
27.1         Financial Data Schedule

                                   59
<PAGE>
                    INDEX TO EXHIBITS (Continued)

Footnotes   Description


[A]         Incorporated by reference to the Exhibits to the Company's
            Registration Statement on Form S-1 (File No. 33-22840).
[B]         Incorporated by reference to the Exhibits to the Company's
            Registration Statement on Form S-4 as amended, filed 
            November 20, 1996.  (File No. 333-15983).
[C]         Incorporated by reference to the Exhibits of the Company's 
            Form 10-Q for the quarter ended February 29, 1996.
[D]         Incorporated by reference to the Exhibits to Company's
            Registration Statement on Form S-8 (File No. 33-46686).
[E]         Incorporated by reference to the Exhibits to Company's Form 
            10-K for the year ended August 31, 1992.
[F]         Incorporated by reference to the Exhibits to Company's Form 
            10-K for the year ended August 31, 1993.
[G]         Incorporated by reference to the Exhibits to Company's Form  
            10-K for the year ended August 31, 1994.
[H]         Incorporated by reference to the Exhibits to Company's
            Registration Statement on Form S-8 filed March 31, 1997 
            (File No. 333-24293).


+  Confidential treatment has been granted for certain portions
of these documents.


                                                                 



                                   60





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