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


X  QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES 
EXCHANGE ACT OF 1934 FOR THE QUARTERLY PERIOD ENDED FEBRUARY 28, 1997.

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

COMMISSION FILE NUMBER 1-11098

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


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


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

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



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

Yes   X        No    


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

At March 31, 1997, 54,402,511 shares of Common Stock of the Registrant 
were outstanding.


<PAGE>
                         SOLECTRON CORPORATION

INDEX TO FORM 10-Q


PART I.  FINANCIAL INFORMATION


Item 1.  Financial Statements

         Condensed Consolidated Balance Sheets at
         February 28, 1997 and August 31, 1996                      3

         Condensed Consolidated Statements of Income for
         for the three and six months ended February 28,
         1997 and for the three and six months ended 
         February 29, 1996                                          4

         Condensed Consolidated Statements of Cash Flows 
         for the six months ended February 28, 1997 and
         February 29, 1996                                        5 - 6

         Notes to Condensed Consolidated Financial
         Statements                                               7 - 9

Item 2.  Management's Discussion and Analysis of Financial
         Condition and Results of Operations                     10 - 19



PART II. OTHER INFORMATION


Item 1.  Legal Proceedings                                          20

Item 2.  Changes in Securities                                      20

Item 3.  Defaults Upon Senior Securities                            20

Item 4.  Submission of Matters to a Vote of Security Holders     20 - 21

Item 5.  Other Information                                          22

Item 6.  Exhibits and Reports on Form 8-K                           22

Signature                                                           23


                                    2
<PAGE>
<TABLE>
                SOLECTRON CORPORATION AND SUBSIDIARIES
                 CONDENSED CONSOLIDATED BALANCE SHEETS
                             (In thousands)
<CAPTION>
                                    February 28,            August 31,
                                       1997                    1996
                                    ___________            ___________
<S>                                  <C>                    <C>
ASSETS 
Current assets:
   Cash, cash equivalents and 
     short-term investments          $  511,341             $  410,350
   Accounts receivable, net             370,484                341,200
   Inventories                          445,424                368,862
   Prepaid expenses and other 
     current assets                      38,387                 24,312
                                     ___________            ___________
     Total current assets             1,365,636              1,144,724 
Net property and equipment              249,159                249,570
Other assets                             59,918                 57,904
                                     ___________            ___________
     Total assets                    $1,674,713             $1,452,198
                                     ___________            ___________

LIABILITIES AND STOCKHOLDERS' EQUITY
Current liabilities:
   Accrued interest and current 
    portion of long-term debt        $    3,342             $   14,094
   Accounts payable                     369,111                280,840
   Accrued employee compensation         49,103                 38,216
   Accrued expenses                      26,605                  9,280
   Other current liabilities             30,898                 15,939
                                     ___________            ___________
     Total current liabilities          479,059                358,369
Long-term debt                          389,015                386,927
Other long-term liabilities               1,787                  6,333
                                     ___________            ___________
     Total liabilities                  869,861                751,629
                                     ___________            ___________
Stockholders' equity: 
     Common stock                            56                     53
     Additional paid-in capital         420,996                378,266
     Retained earnings                  389,593                320,553
     Cumulative translation 
      adjustment and other               (5,793)                 1,697
                                     ___________            ___________
     Total stockholders' equity         804,852                700,569
                                     ___________            ___________
     Commitments
Total liabilities and 
 stockholders' equity                $1,674,713             $1,452,198
                                     ___________            ___________

See accompanying notes to condensed consolidated financial statements.
</TABLE>
                                    3
<PAGE>
<TABLE>
                  SOLECTRON CORPORATION AND SUBSIDIARIES
                CONDENSED CONSOLIDATED STATEMENTS OF INCOME
                    (In thousands, except per share data)
<CAPTION>
                            Three Months Ended       Six Months Ended
                            Feb. 28,   Feb. 29,     Feb. 28,   Feb. 29, 
                              1997       1996         1997       1996   
                           _________  _________    _________  _________
<S>                       <C>        <C>          <C>        <C>
Net sales                 $  858,698 $  657,176   $1,666,423 $1,347,800
Cost of sales                756,500    591,815    1,478,077  1,216,093
                           _________  _________    _________  _________
     Gross profit            102,198     65,361      188,346    131,707

Operating expenses:
   Selling, general
    & administrative          42,512     21,380       75,184     45,421
   Research &
    development                4,123      2,037        5,313      3,539
   Acquisition costs              -          -         4,000         -
                           _________  _________    _________  _________
     Operating income         55,563     41,944      103,849     82,747

Interest income                7,536      1,125       13,749      2,571
Interest expense              (6,183)    (1,176)     (12,994)    (1,990)
                           _________  _________    _________  _________
     Income before 
      income taxes            56,916     41,893      104,604     83,328

Income tax expense            19,351     14,243       35,564     28,331
                           _________  _________    _________  _________
     Net income           $   37,565 $   27,650   $   69,040 $   54,997
                           _________  _________    _________  _________
Net income per share:
     Primary              $    0.65  $    0.54    $    1.22  $    1.07
                           _________  _________    _________  _________
     Fully diluted        $    0.65  $    0.52    $    1.22  $    1.03
                           _________  _________    _________  _________
Weighted average number 
  of shares:
     Primary                  58,219     51,530       56,509     51,280
                           _________  _________    _________  _________
     Fully diluted            61,621     53,848       59,913     53,730
                           _________  _________    _________  _________


See accompanying notes to condensed consolidated financial statements.
</TABLE>
                                      4
<PAGE>
<TABLE>
                  SOLECTRON CORPORATION AND SUBSIDIARIES
               CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
                             (In thousands)
<CAPTION>
                                               Six Months Ended    
                                        February 28,      February 29,
                                            1997              1996   
                                      ________________  ________________
<S>                                       <C>                <C>
Cash flows from operating activities:
  Net income                              $   69,040         $   54,997
  Adjustments to reconcile net income
   to net cash provided(used) by 
   operating activities:
     Depreciation and amortization            51,742             38,662
     Interest accretion on zero-coupon 
      subordinated notes                          -               1,110
     Additions to allowance for
      doubtful accounts                          355                682
     Other                                     3,812               (116)
  Changes in operating assets and 
   liabilities:
     Accounts receivable                     (14,480)           (34,257)
     Inventories                             (63,987)           (50,590)
     Prepaid expenses and other 
      current assets                          (7,703)            (4,930)
     Accounts payable                         86,639             (7,975)
     Accrued expenses and other 
      current liabilities                     10,256              4,392
                                          __________         __________
     Net cash provided by operating 
     activities                              135,674              1,975
                                          __________         __________
Cash flows from investing activities:
  Sales and maturities of short-term 
   investments                               105,879           412,972
  Purchases of short-term 
   investments                              (202,277)         (363,617)
  Capital expenditures                       (53,915)          (71,109)
  Other                                        5,556                -
                                          __________        __________
     Net cash used in investing 
     activities                             (144,757)          (21,754)
                                          __________        __________


                               (continued on next page)

See accompanying notes to condensed consolidated financial statements.
</TABLE>
                                       5
<PAGE>
<TABLE>
                  SOLECTRON CORPORATION AND SUBSIDIARIES
            CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (continued)
                            (In thousands)
<CAPTION>
                                             Six Months Ended  
                                         February 28,     February 29,  
                                             1997             1996   
                                       _______________  _______________
<S>                                      <C>                <C>     
Cash flows from financing activities:
  Proceeds from issuance of 
   long-term debt                                 -            224,292
  Repayments of long-term debt and 
   capital lease obligations                    (106)           (2,309)
  Net proceeds from sale of 
   common stock                               18,512             7,192
  Other                                       (3,429)               -
                                          __________        __________
     Net cash provided by financing 
     activities                               14,977           229,175
                                          __________        __________
Effect of exchange rate changes on 
 cash and cash equivalents                    (1,301)              448
                                          __________        __________
Net increase in cash and 
 cash equivalents                              4,593           209,844

Cash and cash equivalents at 
 beginning of period                         228,830            89,959
                                          __________        __________
Cash and cash equivalents at 
 end of period                           $   233,423       $   299,803
                                          __________        __________


SUPPLEMENTAL DISCLOSURES

Cash paid during the period:
   Income taxes                           $   42,590         $  32,584
   Interest                               $   13,134         $     209

Non-cash investing and financing
activities:
   Issuance of common stock for
     business combination                 $   18,335                -
   Issuance of common stock upon
     conversion of long-term debt                 -          $   4,838
   Tax benefit associated with
     exercise of stock options            $    5,265         $     760


See accompanying notes to condensed consolidated financial statements.
</TABLE>
                                     6   

<PAGE>
SOLECTRON CORPORATION AND SUBSIDIARIES


NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS


NOTE 1 - Basis of Presentation

          The accompanying condensed consolidated balance sheets as of 
February 28, 1997 (unaudited) and August 31, 1996, the unaudited 
condensed consolidated statements of income for the three-month and six- 
month periods ended February 28, 1997 and February 29, 1996, and the 
unaudited condensed consolidated statements of cash flows for the six 
months ended February 28, 1997 and February 29, 1996 have been prepared 
on substantially the same basis as the annual consolidated financial 
statements.  Management believes the financial statements reflect all 
adjustments, consisting only of normal recurring adjustments, necessary 
for a fair presentation of the financial position, operating results and 
cash flows for the periods presented.  The results of operations for the 
three-month and six-month periods ended February 28, 1997 are not 
necessarily indicative of results to be expected for the entire year.  
These condensed consolidated financial statements should be read in 
conjunction with the consolidated financial statements and notes thereto 
for the year ended August 31, 1996 included in the Company's Annual 
Report to Stockholders.

          For clarity of presentation, the Company has indicated its 
second quarter as ending on the last day of February, and its fiscal 
year as ending on August 31, whereas in fact, the Company's second 
quarter of 1997 ended on February 28, 1997, its second quarter of 1996 
ended on February  23, 1996 and its 1996 fiscal year ended on August 30, 
1996.

NOTE 2 - 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.

NOTE 3 - Inventories

          Inventories consisted of (in thousands):
<TABLE>
<CAPTION>
                                 February 28,        August 31,
                                    1997                1996   
                                 -----------        -----------
          <S>                     <C>                <C>
          Raw materials           $  327,974         $  253,646
          Work-in-process            117,450            115,216
                                 -----------        -----------
          Total                   $  445,424         $  368,862
                                 ===========        ===========
</TABLE>
                                    7
<PAGE>
NOTE 4 - Net Income per Share

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


NOTE 5 - Commitments

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

Note 6 - Acquisitions

          On November 26, 1996, Solectron exchanged approximately $205 
million in shares of common stock and options for all of the outstanding 
stock and options of Force Computers Inc. (Force), a designer and 
provider of computer platforms for the embedded market.  This 
transaction was accounted for under the pooling of interests method.  
The results of operations of Force 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.

Note 7 - Recent Accounting Pronouncements

In February 1997, the Financial Accounting Standards Board issued 
Statement of Financial Accounting Standards No. 128, "Earnings per 
Share" (SFAS No. 128).  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

                                     8
<PAGE> 
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 plans to 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.

Note 8 - Subsequent Events

          On March 25, 1997, the Company announced the signing of 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 assume responsibility for a selected 
Ericsson operation, set up a New Product Introduction center in 
Stockholm, Sweden and transfer production from certain Ericsson plants 
worldwide to Solectron manufacturing sites around the world.  Solectron 
and Ericsson expect to sign definitive agreements during the Company's 
fourth fiscal quarter.  Completion of the transaction is subject to 
successful negotiation of the definitive agreements, approval of the 
boards of directors of both companies and applicable government 
approvals.

          On April 2, 1997, the Company announced the establishment of 
Solectron de Mexico, S.A. de C.V., a wholly owned subsidiary of the 
Company, in Guadalajara, Mexico.  This new location is expected to begin 
offering manufacturing services to OEM customers by the end of fiscal 
1997.







                                    9
<PAGE>
ITEM 2      MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
                  CONDITION AND RESULTS OF OPERATIONS

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


General

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

           On November 26, 1996, Solectron exchanged approximately $205 
million in shares of common stock and options for all of the outstanding 
stock and options of Force Computers Inc. (Force) a designer and 
provider of computer platforms for the embedded market.  This 
transaction was accounted for under the pooling of interests method.  
The results of operations of Force 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 February 28, 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 by the end of fiscal 1997.  
Solectron has a sales support office located in Japan.  Force Computers 
and Fine Pitch Technologies are both headquartered in San Jose, 
California.  Force's European headquarters and the significant portion 
of its operations are located in Munich, Germany.  In addition to its 
headquarters locations, Force has twelve sales support offices in the 
United States and six sales support offices in various international 
locations.  Fine Pitch has additional operations in other California 
locations and in Massachusetts.

Results of Operations

          The electronics industry is subject to rapid technological 
change, product obsolescence and price competition.  These and other 

                                   10
<PAGE>
factors affecting the electronics industry, or any of the Company's 
major customers in particular, could have a materially adverse effect on 
the Company's results of operations.  See "Trends and Uncertainties" -
"Potential Fluctuations in Operating Results" and "Competition" below 
for further discussion of potential fluctuations in operating results.

          The following table sets forth, for the three months and six 
months ended February 28, 1997 and February 29, 1996, certain items as a 
percentage of net sales.  The operating results for the six months of 
1997 include only three months of Force Computers' operating results as 
Force Computers was acquired on November 26, 1996.  The table and the 
discussion below should be read in conjunction with the condensed 
consolidated financial statements and notes thereto that appear 
elsewhere in this report.

<TABLE>
<CAPTION>
                              Three Months Ended      Six Months Ended
                              Feb. 28    Feb. 29     Feb. 28    Feb. 29
                                1997       1996        1997       1996
                              -------    -------     -------    -------
   <S>                        <C>        <C>         <C>        <C>
   Net sales                    100.0%     100.0%      100.0%     100.0%
   Cost of sales                 88.1       90.1        88.7       90.2
                              -------    -------     -------    -------
         Gross profit            11.9        9.9        11.3        9.8
   Operating expenses:
     Selling, general & 
      administrative              4.9        3.2         4.5        3.4
     Research & development        .5         .3          .3         .3
     Acquisition costs              -          -          .2          -
                              -------    -------     -------    -------
         Operating income         6.5        6.4         6.3        6.1
   Interest (income)  
    expense, net                  (.2)         -           -        (.1)
                              -------    -------     -------    -------
         Income before 
          income taxes            6.7        6.4         6.3        6.2
   Income taxes                   2.3        2.2         2.1        2.1
                              -------    -------     -------    -------
   Net income                     4.4%       4.2%        4.2%       4.1%
</TABLE>

          Net sales for the three months and six months ended February 
28, 1997 increased 30.7% and 23.6%, respectively, over the same periods 
of fiscal 1996.  The increases in net sales for both the three- and six-
month periods are predominantly due to the acquisitions of the Austin, 
Texas site in March 1996 and Force in November 1996 as well as net 
increases in sales volume from both existing and new customers.  Sales 
in the North American region were strong, led by increases in sales to 
existing and new customers.  The overall increase in sales is partially 
offset by the effect of several ongoing programs reaching end-of-life, 
projects with higher than normal consignment content and the impact of 
lower international sales.  Sales in the Company's European region 

                                    11
<PAGE>
reflect declines in revenues from older programs in the Bordeaux 
facility as these programs reach end-of-life.  Revenues in Asia were 
also reduced due to many of the same end-of-life factors as in Europe, 
compounded by an increase in consignment mix.  Although the Company does 
not currently anticipate any future decline in sales, to lessen the 
potential impact of any possible future decline to customers within any 
particular region or market segment, the Company is committed to seeking 
diversification of its customer base among many countries, market 
segments and product lines within market segments.

          The Company's largest customer during the first half of fiscal 
1997 was Hewlett-Packard Corporation (HP).  Net sales to HP during the 
three- and six-month periods ended February 28, 1997 accounted for 15.5% 
and 14.0%, respectively, of consolidated net sales, compared to 12.0% 
and 10.5%, respectively, for the same periods in fiscal 1996.  In 
addition, net sales to Bay Networks, Inc. were 11.0% and 11.1% of 
consolidated net sales for the three- and six-month periods of fiscal 
1997 compared to less than 10% in the fiscal 1996 periods.  No other 
customer accounted for more than 10% of net sales during any of the 
periods presented.  Net sales to the Company's top ten customers during 
the first half of fiscal 1997 accounted for 65.8% of consolidated net 
sales, down from 69.0% in the first half of fiscal 1996.  

          Net sales at the Company's foreign locations contributed 
approximately 24.4% of consolidated net sales in the first half of 
fiscal 1997, compared to 32.6% in the first half of fiscal 1996.  The 
decrease in foreign sales as a percentage of total sales is due to the 
decreases in sales volume at some of the larger sites in Europe and Asia 
and the strong increase in domestic sales volume primarily due to the 
purchase of the site in Austin, Texas in March 1996.  The rate of 
foreign versus domestic sales, as well as foreign versus domestic sales 
as a percentage of the Company's overall sales, can fluctuate 
significantly over time.  See "Trends and Uncertainties" below for a 
further discussion of potential fluctuations in operating results.

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

          The Company believes that its ability to continue to achieve 
growth will depend upon growth in sales to existing customers for their 
current and future product generations and successful marketing to new 
customers.  Customer contracts can be canceled and volume levels can be 
changed or delayed.  The timely replacement of delayed, canceled or 
reduced orders with new business cannot be assured.  In addition, there 
can be no assurance that any of the Company's current customers will 
continue to utilize the Company's services.  The Company does not have 
any firm long-term volume purchase commitments from any of its 
customers.  Because of these factors, there can be no assurance that the 

                                   12
<PAGE>
Company's historical revenue growth rate will continue.  See "Trends and 
Uncertainties" below for a discussion of certain factors affecting the 
management of growth, geographic expansion and potential fluctuations in 
sales and results of operations.

          The gross margin percentage improved to 11.3% for the first 
half of fiscal 1997 from 9.8% for the first half of fiscal 1996. 
Approximately half of this improvement resulted from the inclusion of 
Force in the second quarter of 1997.  Profit margins on Force's products 
are significantly higher than those of the rest of the Company.  Without 
Force's contribution, gross margins for the first half of fiscal 1997 
would have been 10.6%.  In addition to the impact of Force, the improved 
gross margin percentage in the first half of fiscal 1997 reflects a 
shift in product mix toward the higher margin workstation and networking 
and datacommunications market segments as well as projects with a higher 
than normal consignment content.  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 margins 
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 which could possibly limit the Company's 
revenue growth.  Because of these factors and others discussed under 
"Trends and Uncertainties" below, there can be no assurance that the 
Company's gross margin will not fluctuate or decrease in future periods.

          In absolute dollars, selling, general and administrative 
(SG&A) expenses increased 98.8% and 65.5%, respectively, for the three- 
and six-month periods of fiscal 1997 over the same periods of fiscal 
1996.  Approximately half of these increases relates to the inclusion of 
Force and the Austin, Texas site operating results in the fiscal 1997 
periods. The remainder of the increases can be substantially attributed 
to growth in infrastructure such as personnel and related departmental 
expenses at all manufacturing locations to support the increased size 
and complexity of the Company's business and the addition of other new 
sites in Malaysia (Johor), California (Fine Pitch Technologies), China 
and most recently, Westborough, Massachusetts.  The most significant 
reasons for the increase in the fiscal 1997 periods of 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.

          With the exception of its Force Computers operation, the 
Company's research and development activities have been focused 
primarily on the development of prototype and engineering design 

                                  13
<PAGE>
capabilities, fine pitch interconnecting technologies (which include 
ball-grid array, tape-automated bonding, multichip modules, chip-on-
flex, chip-on-board, and flip chip), high reliability environmental 
stress test technology, and the implementation of environmentally-
friendly assembly processes, such as VOC-free and no-clean.  Force's 
research and development efforts are concentrated on new product 
development and improvement of product designs through improvements in 
functionality and support of next generation micro-processors.  The 
increase in R&D expenses in the fiscal 1997 periods compared to the 
fiscal 1996 periods is due to the acquisition of Force in November 1996. 
Research and development expenses are not expected to change 
significantly in the near future.

          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.  

          As a result of issuing convertible subordinated notes in 
February 1996 and senior notes in March 1996, interest expense for the 
three months and six months ended February 28, 1997 has increased 
significantly over the same periods in fiscal 1996.  Interest expense on 
the debt is expected to be approximately $25 million annually and will 
be partially offset by interest earned on undeployed cash and 
investments.


Liquidity and Capital Resources

          Working capital was $887 million as of February 28, 1997 
compared to $786 million at the end of fiscal 1996.  In addition to 
increases in working capital resulting from the acquisition of new 
sites, the increase is largely due to an increase in working capital 
generated from the existing sites.  Management expects Solectron to 
continue to grow in size; consequently the Company is expected to 
utilize greater amounts of working capital to support its growth in 
operations.  The Company believes its current level of working capital 
together with cash generated from operations and the Company's available 
credit will provide adequate working capital for the foreseeable future. 

          Inventory levels fluctuate directly with the volume of the 
Company's manufacturing.  Changes or significant fluctuations in product 
market demands can cause fluctuations in inventory levels which may 
result in changes in levels of inventory turns and liquidity.  
Historically, the Company has been able to manage 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 the first six months of fiscal 1997, the Company 
invested approximately $54 million in capital expenditures.  
Approximately $11 million of this investment was used to replace or 
upgrade equipment which was retired or sold.  The net book value of the 
retired and sold equipment was not significant.  The remaining 
investment was mainly in new equipment, primarily surface mount assembly 

                                    14
<PAGE>
and test equipment, to meet current and expected production levels.  For 
the remainder of fiscal 1997 total capital expenditures at existing 
facilities are expected to be in the range of $75 to $115 million.

          In addition to the Company's working capital as of February 
28, 1997, the Company has available a $100 million unsecured domestic 
revolving credit facility.  The Company also has approximately $79 
million and $8 million in available foreign and domestic credit 
facilities respectively.  In addition, the Company is currently 
negotiating an asset securitization line of credit for at least $100 
million which is expected to close during the third quarter of fiscal 
1997.  Beginning in September 1997, the Company will be required to 
pledge approximately $52 million of cash or marketable securities as 
collateral for its obligation under the terms of the Company's operating 
lease for its facilities in Milpitas, California.  The lease expires 
September, 1999.  The Company is attempting to re-negotiate the terms of 
the lease before September 1997.


Trends and Uncertainties 

Customer Concentration; Dependence in the Electronics Industry

          A small number of customers are currently responsible for a 
significant portion of the Company's net sales.  In the three- and six- 
month periods ended February 28, 1997 and in fiscal years 1996, 1995 and 
1994, the Company's ten largest customers accounted for at least 64% of 
consolidated net sales.  The Company is dependent upon continued 
revenues from its top ten customers.  Any material delay, cancellation 
or reduction of orders from these or other significant customers could 
have a material adverse effect on the Company's results of operations. 
During the first half of fiscal 1997, Hewlett-Packard Corporation (HP) 
and Bay Networks, Inc. accounted for 14.0% and 11.1%, respectively, of 
net sales, compared to 10.5% and less than 10%, respectively, during the 
same period of fiscal 1996.  There can be no assurances 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 a materially adverse effect on the 
Company's results of operations.  The Company has no firm long-term 
volume purchase commitments from its customers, and over the past few 
years has experienced reduced lead-times in customer orders.  In 
addition, customer contracts can be canceled and volume levels can be 
changed or delayed.  The timely replacement of canceled, delayed or 
reduced contracts with new business cannot be assured.  These risks are 
increased because a majority of the Company's sales are to customers in 
the electronics industry, which is subject to rapid technological change 
and product obsolescence.  The factors affecting the electronics 
industry in general, or any of the Company's major customers in 
particular, could have a material adverse effect on the Company's 
results of operations.

                                    15
<PAGE>
          There can be no assurance that sales to customers within any 
particular market segment will not experience decreases which could have 
an adverse effect on the Company's sales.

Management of Growth; Geographic Expansion

          The Company has experienced substantial growth over the last 
five fiscal years, with net sales increasing from $407 million in fiscal 
1992 to $2.8 billion in fiscal year 1996.  In recent years, the Company 
has acquired or established facilities in many locations.  During fiscal 
1997, the Company has announced the establishment of new manufacturing 
facilities in Suzhou, China and Guadalajara, Mexico; begun operations at 
its manufacturing facility in Westborough, Massachusetts; and, in 
November 1997, acquired Force Computers Inc., which has operations in 
California and Germany.  On March 25, 1997, the Company announced the 
signing of a memorandum of understanding with Ericsson Telecom AB's 
Business Area Infocom Systems (Ericsson) to establish a strategic, 
global manufacturing partnership under which Solectron will assume 
responsibility for a selected Ericsson operation, set up a New Product 
Introduction center in Stockholm, Sweden and transfer production from 
certain Ericsson plants worldwide to Solectron manufacturing sites 
around the world.  Additionally, the Company continually evaluates 
growth and acquisition opportunities and may pursue additional 
opportunities over time.  There can be no assurance that the Company's 
historical revenue growth will continue or that the Company will 
successfully manage the integration of Force Computers, the facility in 
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.  Should the Company increase its expenditures 
in anticipation of a future level of sales which does not materialize, 
its profitability would be adversely affected.  On occasion, customers 
may require rapid increases in production which can place an excessive 
burden on the Company's resources.  

Acquisition of Force Computers Inc. 

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

                                 16
<PAGE>
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

On March 25, 1997, Solectron entered into a memorandum of understanding 
with Ericsson Telecom AB's Business Area Infocom Systems (Ericsson) to 
purchase an existing Ericsson printed circuit board manufacturing 
operation, set up a New Product Introduction center in Stockholm, Sweden 
and transfer a portion of production from certain Ericsson plants to 
Solectron manufacturing sites.  Under the proposal, Ericsson will 
contract for Solectron's services from the purchased Ericsson plant for 
a specified term.  Thereafter, Solectron will bear the risk of filling 
the manufacturing capacity at the purchased site with renewed business 
from Ericsson or new business from other customers.  The transactions 
contemplated by the memorandum of understanding are expected to close by 
the end of August 1997, subject to a successful negotiation of the 
definitive agreements, approval of the boards of directors of both 
companies, applicable government approvals 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.  There can be no assurance the transactions contemplated 
by the memorandum of understanding will close or that Solectron will 
successfully manage the risks of this transaction.

International Operations

          As a result of its foreign sales and facilities, the Company's 
operations are subject to risks of doing business abroad, including but 
not limited to, fluctuations in the value of currency, export duties, 
changes to import and export regulations (including quotas), possible 
restrictions on the transfer of funds, employee turnover, labor unrest, 
longer payment cycles, greater difficulty in collecting accounts 
receivable, the burdens and costs of compliance with a variety of 
foreign laws and, in certain parts of the world, political instability.  
While to date these factors have not had an adverse impact on the 
Company's results of operations, there can be no assurance that there 
will not be such an impact in the future. In addition, the Company's tax 
holiday in its Penang, Malaysia site expired on January 31, 1997.  The 
Company applied for and has been granted a new tax holiday which is 
effective through January 31, 2002, subject to certain conditions.  In 
addition, the Company has 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 

                                   17
<PAGE>
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 a 
materially adverse effect on the Company's results of operations.

Potential Fluctuations in Operating Results

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

Competition

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

                                    18
<PAGE>
Intellectual Property Protection

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

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

Environmental Compliance

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

Dependence on Key Personnel and Skilled Employees

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

Possible Volatility of Market Price of Common Stock

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

                                19
<PAGE>
SOLECTRON CORPORATION AND SUBSIDIARIES



Part II.       OTHER INFORMATION

      Item 1:  Legal Proceedings

               None

      Item 2:  Changes in Securities

               None

      Item 3:  Defaults upon Senior Securities

               None

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

               (a)  The Company held its Annual Meeting of Stockholders 
                    on January 9, 1997.

               (b)  At the meeting, the following proposals received the 
                    votes listed below:

                    Proposal I:  Election of Directors

                      Dr. Koichi Nishimura       Votes for:   44,503,322
                                                 Votes withheld:  47,483

                      Dr. Winston H. Chen        Votes for:   44,503,877
                                                 Votes withheld:  46,928
 
                      Richard A. D'Amore         Votes for:   44,484,292
                                                 Votes withheld:  66,513

                      Charles A. Dickinson       Votes for:   44,430,610
                                                 Votes withheld: 120,195

                      Heinz Fridrich             Votes for:   44,382,566
                                                 Votes withheld: 168,239

                      Dr. Kenneth E. Haughton    Votes for:   44,450,183
                                                 Votes withheld:  50,622

                      Dr. Paul R. Low            Votes for:   44,349,089
                                                 Votes withheld: 201,716

                      W. Ferrell Sanders         Votes for:   44,496,185
                                                 Votes withheld:  54,620

                      Osamu Yamada               Votes for:   44,375,706
                                                 Votes withheld: 175,099

                                         20
<PAGE>
                    Proposal II:  Approval of a change in the Company's 
                    state of incorporation from California to Delaware

                      Votes for:     27,001,516
                      Votes against  11,140,400
                      Abstentions       138,206

                    Proposal III:  Approval of the establishment of a 
                    classified Board of Directors when the change in its 
                    state of incorporation occurs

                      Votes for:     15,124,765
                      Votes against  15,373,399
                      Abstentions     7,781,958

                    Proposal IV:  Approval of an increase in the number 
                    of authorized shares of Common Stock of the Company 
                    from eighty million (80,000,000) to two hundred 
                    million (200,000,000) when the change in its state 
                    of incorporation occurs

                      Votes for:     30,087,132
                      Votes against   8,033,046
                      Abstentions       159,944

                    Proposal V:  Approval of the form of indemnification 
                    agreement to be entered into between the Company and 
                    its directors and officers when the change in the 
                    Company's state of incorporation occurs

                      Votes for:     37,492,039
                      Votes against     514,269
                      Abstentions       273,814

                    Proposal VI:  Approval of an amendment to the 
                    Company's 1992 Stock Option Plan to increase the 
                    number of share of Common Stock reserved for 
                    issuance thereunder by two million five hundred 
                    thousand (2,500,000) shares to an aggregate of eight
                    million five hundred thousand (8,500,000) shares

                      Votes for:     32,156,310
                      Votes against  12,179,568
                      Abstentions       214,927

                   Proposal VII:  Ratification of the appointment of 
                   KPMG Peat Marwick LLP as independent accountants of 
                   the Company for the fiscal year ended August 31, 1997

                      Votes for:     44,210,737
                      Votes against      38,274
                      Abstentions        54,647

                                       21

      Item 5:  Other Information

               None

      Item 6:  Exhibits and Reports on Form 8-K

               (a)  Exhibits

               11.1  Statement re:  Computation of Net Income per
               Share

               (b)  Reports on Form 8-K

               One Form 8-K was filed on February 25, 1997 describing 
               the Company's reincorporation in the State of Delaware.







                                        22
<PAGE>
SOLECTRON CORPORATION



SIGNATURE



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




                                     SOLECTRON CORPORATION
                                    (Registrant)





Date: April 11, 1997            By:  /s/ Susan Wang
      ________________              ______________________
                                    Susan Wang
                                    Senior Vice President, Chief
                                    Financial Officer and Secretary
                                    (Principal Financial and 
                                    Accounting Officer)




                                         23