Exhibit 10.9 (b)

                        December 2, 1998


Mr. Richard Downing
4 Natalies Way
Governors Island
Gilford, New Hampshire 03246

Dear Rich:

     This   letter  agreement  sets  forth  the  terms  of   your
("Executive")  employment with MCMS, Inc., an  Idaho  corporation
(the "Company"), as follows:

     1.    Employment.    The Company shall employ Executive, and
Executive hereby accepts employment with the Company to serve  as
the  President  and Chief Operating Officer of the Company,  upon
the  terms  and conditions as set forth in this letter  agreement
for  the  period  beginning as of Effective Time (as  defined  in
paragraph 8 hereof) and ending as provided in paragraph 4  hereof
(the "Employment Period").

     2.   Position and Duties.

          (a)   During  the  Employment Period,  Executive  shall
serve as the President and Chief Operating Officer of the Company
and   shall  have  all  responsibility  and  authority  over  the
Manufacturing,  Operations, Engineering, Information  Technology,
Purchasing,  and Personnel Departments, subject to the  power  of
the  Chief  Executive Officer of the Company to expand  or  limit
such  duties, responsibilities and authority within the  confines
of  the  ordinary  duties, responsibilities and  authority  of  a
President and Chief Operating Officer and to override actions  of
the President and Chief Operating Officer.

          (b)   Executive  shall  report to the  Chief  Executive
Officer  of  the  Company, and Executive shall  devote  his  best
efforts  and  his  full business time and attention  (except  for
permitted  vacation periods and reasonable periods of illness  or
other incapacity) to the business and affairs of the Company  and
its   subsidiaries.   Executive  shall  perform  his  duties  and
responsibilities  to  the best of his abilities  in  a  diligent,
trustworthy,  businesslike and efficient manner.   The  foregoing
shall not preclude Executive from devoting reasonable time to the
supervision  of  his personal investments, civic  and  charitable
affairs  and,  at  any time after the date six months  after  the
Effective Time, serving on a maximum of two boards other than the
Company's  or  any  of  its  subsidiaries'  board  of  directors,
provided   that  such  activities  do  not  interfere  with   the
performance of his duties hereunder.
          
          (c)   Location.  Subject to customary business  travel,
Executive  shall be required to perform the services  and  duties
provided  for  in  this paragraph 2 only at the location  of  the
principal  executive  offices  of the  Company,  which  shall  be
located  in  the  Boise, Idaho Standard Metropolitan  Statistical
Area  or  such  other location as the parties may mutually  agree
upon (the "Geographical Employment Area").

     3.   Base Salary and Benefits.

          (a)   During  the  Employment Period, Executive's  base
salary shall be in an amount set by the Board of Directors of the
Company   (the  "Board")  or  a  Committee  of  the  Board   (the
"Compensation  Committee"), and shall initially be  $240,000  per
annum  (the  "Base  Salary"), which salary shall  be  payable  in
regular  installments  in accordance with the  Company's  general
payroll  practices and shall be subject to customary withholding.
In  addition,  during the Employment Period, Executive  shall  be
entitled to participate in all of the Company's employee  benefit
programs for which senior executive employees of the Company  and
its  subsidiaries are generally eligible including the  Company's
Executive  Bonus Plan and the 1998 Stock Option  Plan,  with  any
awards  under  such  Plans  to  be  set  by  the  Board  or   the
Compensation Committee.

          (b)   The  Company  shall reimburse Executive  for  all
reasonable  expenses incurred by him in the course of  performing
his  duties under this letter agreement which are consistent with
the  Company's policies in effect from time to time with  respect
to  travel, entertainment and other business expenses, subject to
the   Company's  requirements  with  respect  to  reporting   and
documentation of such expenses.

                               26
<PAGE>

     4.   Term.

          (a)   Unless  renewed by the mutual  agreement  of  the
Company  and Executive, the Employment Period shall  end  on  the
second  anniversary of the Effective Time; provided that (i)  the
Employment  Period  shall  terminate  prior  to  such  date  upon
Executive's resignation (other than if the Company Constructively
Terminates   Executive),   death  or  permanent   disability   or
incapacity (as determined by the Board in its good faith judgment
or  as  provided  in paragraph 4(e) hereof), (ii) the  Employment
Period may be terminated by the Company at any time prior to such
date  for cause or without cause and (iii) the Employment  Period
shall  terminate prior to such date upon Executive's  resignation
if the Company Constructively Terminates Executive.

          (b)   If, prior to the second anniversary date  of  the
Effective  Time,  MCMS Constructively Terminates Executive,  MCMS
will pay Executive severance equal to Executive's Base Salary for
(i)  twelve  (12)  months  after the  date  of  the  Constructive
Termination  in  the  event the Constructive  Termination  occurs
prior to the first anniversary date of the Effective Time or (ii)
the  period  of time between the date of Constructive Termination
and  the  second anniversary of the Effective Time in  the  event
Executive   is   Constructively  Terminated   after   the   first
anniversary date of the Effective Time, in each case if, and only
if, Executive has not breached the provisions of paragraphs 5,  6
or 7 hereof.
          
          (c)   If  the Employment Period is terminated  for  any
reason (including pursuant to clause (a)(i) above) other than  as
set  forth in paragraph 4(b) hereof, Executive shall be  entitled
to receive his Base Salary through the date of termination.

          (d)  Except as provided in paragraph 4(b) above, all of
the  Executive's rights to fringe benefits and bonuses  hereunder
(if  any)  which  accrue after the termination of the  Employment
Period shall cease upon such termination.  The Company may offset
any  amount  Executive  owes it or its subsidiaries  against  any
amounts it owes Executive hereunder.

          (e)   Death or Disability.  In the event of Executive's
death  or  disability during the Employment Period,  the  Company
shall  continue  to  pay to Executive (or  his  spouse  or  other
designated  beneficiary) the Base Salary Executive was  receiving
immediately  prior  to his death or disability  for  twelve  (12)
months following his death or disability.  Executive's employment
shall be deemed terminated because of his disability if Executive
becomes  entitled  to  benefits  under  the  Company's  long-term
disability  insurance  plan, and the  periodic  benefits  payable
under  that plan shall reduce, on a dollar-for-dollar basis,  the
payments to Executive required under this paragraph 4(e).

          (f)    For   purposes   of   this   letter   agreement,
"Constructive   Termination"  shall  mean,  without   Executive's
express written consent, the Company materially reduces the scope
of   Executive's  responsibilities  from  the   scope   of   such
responsibilities  as  of the Effective Time  as  a  result  of  a
merger, acquisition, or other business combination.
     
     5.    Confidential Information.  Executive acknowledges that
the  information,  observations and data obtained  by  him  while
employed  by  the  Company  and its subsidiaries  concerning  the
business  or  affairs of the Company or any of  its  subsidiaries
("Confidential Information") are the property of the  Company  or
such  subsidiary.  Therefore, Executive agrees that he shall  not
disclose  to any unauthorized person or use for his own  purposes
any Confidential Information without the prior written consent of
the  Board,  unless  and  to the extent that  the  aforementioned
matters  become generally known to and available for use  by  the
public  other  than  as  a  result of  the  Executive's  acts  or
omissions.   Executive  shall  deliver  to  the  Company  at  the
termination  of the Employment Period, or at any other  time  the
Company  may  request,  all  memoranda,  notes,  plans,  records,
reports,  computer  tapes,  printouts  and  software  and   other
documents  and  data  (and  copies  thereof)  relating   to   the
Confidential Information, Work Product (as defined below) or  the
business  of  the  Company or any subsidiary which  he  may  then
possess or have under his control.

     6.    Inventions  and Patents.  Executive acknowledges  that
all inventions, innovations, improvements, developments, methods,
designs,  analyses, drawings, reports and all similar or  related
information  (whether  or not patentable) which  related  to  the
Company's  or  any  of  its subsidiaries' actual  or  anticipated
business, research and development or existing or future products
or  services  and  which  are conceived,  developed  or  made  by
Executive  while  employed by the Company  and  its  subsidiaries
("Work Product") belong to the Company or such subsidiary.

                                27
<PAGE>

     7.   Non-Solicitation.
          
          (a)    For  a  period  of  twelve  (12)  months   after
Executive's  Employment Period, Executive shall not  directly  or
indirectly through another entity (i) induce or attempt to induce
any  employee  of  the Company or of any of its  subsidiaries  to
leave the employ of the Company or any such subsidiary, or in any
way interfere with the relationship between the Company or any of
its  subsidiaries and any employee thereof, and  (ii)  induce  or
attempt  to  induce  any customer, supplier, licensee,  licensor,
franchisee or other business relation of the Company  or  any  of
its  subsidiaries to cease doing business with the Company or any
such  subsidiary,  or in any way interfere with the  relationship
between   any  such  customer,  supplier,  licensee  or  business
relation and the Company or any such subsidiary.

          (b)  In the event of the breach or threatened breach by
Executive  of  any  of the provisions of this  paragraph  7,  the
Company,  in  addition  and supplementary  to  other  rights  and
remedies existing in its favor, may apply to the court of law  or
equity  of competent jurisdiction for specific performance and/or
injunctive  or  other relief in order to enforce or  prevent  any
violations of the provisions hereof.

           (c)  Executive represents and warrants that he is  not
bound  by  any  non-compete agreement with any third  party  that
would restrict or could potentially restrict his ability to  work
for  the  Company  as contemplated hereby.  Any  breach  of  this
paragraph by Executive shall render this Agreement null and  void
and  Company  shall  have  no obligations  under  this  Agreement
whatsoever.

     8.     Effectiveness.   Notwithstanding  anything   to   the
contrary  contained  herein,  this  letter  agreement  shall   be
effective as of December 7, 1998 (the "Effective Time").

     9.   Choice of Law.  All issues and questions concerning the
construction,  validity, enforcement and interpretation  of  this
letter   agreement  shall  be  governed  by,  and  construed   in
accordance  with, the laws of the State of Idaho, without  giving
effect  to  any  choice  of  law or  conflict  of  law  rules  or
provisions that could cause the applications of the laws  of  any
jurisdiction other than the State of Idaho.

     10.   Mitigation  and  Set-Off.   Executive  shall  not   be
required  to  mitigate  Executive's  damages  by  seeking   other
employment  or otherwise.  The Company's obligations  under  this
letter agreement shall not be reduced in any way by reason of any
compensation or benefits received (or foregone) by Executive from
sources  other  than  the Company after the  termination  of  the
Employment Period or any amounts that might have been received by
Executive  in  other employment had Executive sought  such  other
employment.   Executive's entitlement to  benefits  and  coverage
under  this letter agreement shall continue after, and shall  not
be  affected by, Executive's obtaining other employment after the
termination  of  the Employment Period, provided  that  any  such
benefit or coverage shall not be furnished if Executive expressly
waives  the specific benefit or coverage by giving written notice
of waiver to the Company.

     11.  Litigation Expenses. The Company shall pay to Executive
all  out-of-pocket expenses, including attorney's fees,  incurred
by  Executive  in the event Executive successfully  enforces  any
provision of this letter agreement in any action, arbitration  or
lawsuit.
     
     12.   Indemnification. The Company will indemnify  and  hold
harmless  Executive from and against any and all costs, liability
and expenses from any claim by any person with respect to, or  in
any  way  related to, Executive's employment with the Company  as
contemplated  by  this  letter  agreement  (including  reasonable
attorney's fees) (collectively, "Claims") resulting from any  act
or  omission  of Executive that relate to Executive's  employment
with  the  Company, to the maximum extent permitted by law  other
than  for Claims which shall be proven to be the result of  gross
negligence,  bad  faith  or  willful  misconduct  by   Executive.
Notwithstanding  this  Agreement  or  any  termination   of   his
employment   by  the  Company  pursuant  to  this  Agreement   or
otherwise, the Executive shall be entitled to coverage under  the
directors'  and  officers' liability coverage maintained  by  the
Company,  as in effect from time to time, to the same  extent  as
other officers and directors of the Company.

     13.  Amendment or Termination. This Agreement may be amended
at  any  time  by  written  agreement  between  the  Company  and
Executive.

     14.  Counterparts.  This Agreement may be executed in one or
more counterparts, all of which together shall constitute but one
Agreement.

                                 28
<PAGE>

     15.   No  Waiver.  No failure or delay on the  part  of  the
Company  or  Executive in enforcing or exercising  any  right  or
remedy hereunder shall operate as a waiver thereof.

     16.  No Representations.  Executive represents that he has
had the opportunity to consult with an attorney, and has
carefully read and understands the scope and effect of the
provisions of this Agreement.  Neither party has relied upon any
representations or statements made by the other party hereto
which are not specifically set forth in this Agreement.

     17.  Entire Agreement.  This Agreement represents the entire
agreement  and  understanding between the Company  and  Executive
concerning   Executive's  employment  with   the   Company,   and
supersedes  and  replaces  any  and  all  prior  agreements   and
understandings, written or oral.

                            * * * * *

                                29
<PAGE>


     IN  WITNESS  WHEREOF, the parties hereto have executed  this
letter agreement as of the date first written above.

                                   MCMS, INC.



                                   By:  /s/ Robert F. Subia
                                   Name:    Robert F. Subia
                                   Title:   Chief Executive
                                            Officer

                                                                 
                                   EXECUTIVE:



                                   
                                   /s/ Richard Downing

                                   30