<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 MAY 30, 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 June 30, 1997, 56,857,401 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
         May 31, 1997 and August 31, 1996                         3

         Condensed Consolidated Statements of Income for
         for the three and nine months ended May 31,
         1997 and 1996                                            4

         Condensed Consolidated Statements of Cash Flows 
         for the nine months ended May 31, 1997 and 1996        5 - 6

         Notes to Condensed Consolidated Financial
         Statements                                             7 - 10

Item 2.  Management's Discussion and Analysis of Financial
         Condition and Results of Operations                   11 - 22



PART II. OTHER INFORMATION


Item 1.  Legal Proceedings                                        23

Item 2.  Changes in Securities                                    23

Item 3.  Defaults Upon Senior Securities                          23

Item 4.  Submission of Matters to a Vote of Security Holders      23

Item 5.  Other Information                                        23

Item 6.  Exhibits and Reports on Form 8-K                         23

Signature                                                         24

                                   2

<PAGE>
<TABLE>
                SOLECTRON CORPORATION AND SUBSIDIARIES
                 CONDENSED CONSOLIDATED BALANCE SHEETS
                             (In thousands)
<CAPTION>
                                      May 31,               August 31,
                                       1997                    1996
                                    ___________            ___________
<S>                                  <C>                    <C>
ASSETS 
Current assets:
   Cash, cash equivalents and 
     short-term investments          $  541,545             $  410,350
   Accounts receivable, net             404,069                341,200
   Inventories                          486,063                368,862
   Prepaid expenses and other 
     current assets                      37,845                 24,312
                                     ___________            ___________
     Total current assets             1,469,522              1,144,724 
Net property and equipment              285,001                249,570
Other assets                             54,047                 57,904
                                     ___________            ___________
     Total assets                    $1,808,570             $1,452,198
                                     ___________            ___________

LIABILITIES AND STOCKHOLDERS' EQUITY
Current liabilities:
   Accrued interest and current 
    portion of long-term debt        $    2,593             $   14,094
   Accounts payable                     457,022                280,840
   Accrued employee compensation         49,447                 38,216
   Accrued expenses                      15,334                  9,280
   Other current liabilities             35,767                 15,939
                                     ___________            ___________
     Total current liabilities          560,163                358,369
Long-term debt                          387,480                386,927
Other long-term liabilities               3,593                  6,333
                                     ___________            ___________
     Total liabilities                  951,236                751,629
                                     ___________            ___________
Stockholders' equity: 
     Common stock                            57                     53
     Additional paid-in capital         432,103                378,266
     Retained earnings                  431,130                320,553
     Cumulative translation 
      adjustment and other               (5,956)                 1,697
                                     ___________            ___________
     Total stockholders' equity         857,334                700,569
                                     ___________            ___________
     Commitments
Total liabilities and 
 stockholders' equity                $1,808,570             $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       Nine Months Ended
                                  May 31,                 May 31, 
                           ____________________    ____________________
                              1997       1996         1997       1996   
                           _________  _________    _________  _________
<S>                       <C>        <C>          <C>        <C>
Net sales                 $  983,222 $  680,554   $2,649,645 $2,028,354
Cost of sales                867,345    608,761    2,345,422  1,824,854
                           _________  _________    _________  _________
     Gross profit            115,877     71,793      304,223    203,500

Operating expenses:
   Selling, general
    & administrative          48,546     25,614      123,730     71,035
   Research &
    development                4,712      1,478       10,025      5,017
   Acquisition costs              -          -         4,000         -
                           _________  _________    _________  _________
     Operating income         62,619     44,701      166,468    127,448

Interest income                7,102      4,456       20,851      7,027
Interest expense              (6,787)    (7,158)     (19,781)    (9,148)
                           _________  _________    _________  _________
     Income before 
      income taxes            62,934     41,999      167,538    125,327

Income tax expense            21,397     14,279       56,961     42,610
                           _________  _________    _________  _________
     Net income           $   41,537 $   27,720   $  110,577 $   82,717
                           _________  _________    _________  _________
Net income per share:
     Primary              $    0.71  $    0.53    $    1.94  $    1.60
                           _________  _________    _________  _________
     Fully diluted        $    0.71  $    0.53    $    1.93  $    1.57
                           _________  _________    _________  _________
Weighted average number 
  of shares:
     Primary                  58,272     52,456       57,068     51,675
                           _________  _________    _________  _________
     Fully diluted            62,032     57,018       60,845     54,621
                           _________  _________    _________  _________


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>
                                               Nine Months Ended    
                                                    May 31,
                                      __________________________________
                                            1997              1996   
                                      ________________  ________________
<S>                                       <C>                <C>
Cash flows from operating activities:
  Net income                              $  110,577         $   82,717
  Adjustments to reconcile net income
   to net cash provided by 
   operating activities:
     Depreciation and amortization            79,627             61,200
     Interest accretion on zero-coupon 
      subordinated notes                          -               1,420
     Additions to allowance for
      doubtful accounts                          238                534
     Other                                       (37)             1,260
  Changes in operating assets and 
   liabilities:
     Accounts receivable                     (48,123)           (31,286)
     Inventories                            (104,722)           (42,724)
     Prepaid expenses and other 
      current assets                          (7,111)            (5,582)
     Accounts payable                        174,526            (33,914)
     Accrued expenses and other 
      current liabilities                      5,333              8,306
                                          __________         __________
     Net cash provided by operating 
     activities                              210,308             41,931
                                          __________         __________
Cash flows from investing activities:
  Sales and maturities of short-term 
   investments                               123,245           570,578
  Purchases of short-term 
   investments                              (226,216)         (652,763)
  Acquisition of new operations                  -            (132,169)
  Capital expenditures                      (110,827)          (92,428)
  Other                                        8,444             4,408
                                          __________        __________
     Net cash used in investing 
     activities                             (205,354)         (302,374)
                                          __________        __________


                               (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>
                                              Nine Months Ended  
                                                   May 31,
                                      ________________________________
                                            1997             1996   
                                      _______________  _______________
<S>                                     <C>                <C>
Cash flows from financing activities:
  Proceeds from issuance of 
   long-term debt                                 -            380,000
  Debt acquisition costs                          -             (7,675)
  Repayments of long-term debt and 
   capital lease obligations                  (2,343)           (1,047)
  Net proceeds from sale of 
   common stock                               29,619            14,134
  Other                                       (1,727)            4,641
                                          __________        __________
     Net cash provided by financing 
     activities                               25,549           390,053
                                          __________        __________
Effect of exchange rate changes on 
 cash and cash equivalents                    (2,279)              620
                                          __________        __________
Net increase in cash and 
 cash equivalents                             28,224           130,230
   
Cash and cash equivalents at 
 beginning of period                         228,830            89,959
                                          __________        __________
Cash and cash equivalents at 
 end of period                           $   257,054       $   220,189
                                          __________        __________


SUPPLEMENTAL DISCLOSURES

Cash paid during the period:
   Income taxes                           $   64,493         $  41,697
   Interest                               $   25,572         $     363
  
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                 -          $  30,570
   Tax benefit associated with 
     exercise of stock options            $    5,265         $   2,201


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 
May 31, 1997 (unaudited) and August 31, 1996, the unaudited condensed 
consolidated statements of income for the three-month and nine-month 
periods ended May 31, 1997 and 1996, and the unaudited condensed 
consolidated statements of cash flows for the nine months ended May 31, 
1997 and 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 nine-month 
periods ended May 31, 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 
third quarter as ending on May 31, and its fiscal year as ending on 
August 31, whereas in fact, the Company's third quarter of 1997 ended on 
May 30, 1997, its third quarter of 1996 ended on May 24, 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>
                                    May 31,          August 31,
                                     1997               1996   
                                 -----------        -----------
          <S>                     <C>               <C>
          Raw materials           $ 350,497         $  253,646
          Work-in-process           135,566            115,216
                                 -----------        -----------
          Total                  $  486,063         $  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 and 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 - Line of Credit

          On April 30, 1997, the Company replaced its existing $100 
million unsecured domestic revolving line of credit with a new $100 
million senior unsecured multicurrency revolving credit facility, 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 May 31, 1997.  There 
were no borrowings outstanding under this line of credit at May 31, 
1997.  Under the agreement, the Company must meet certain financial 
covenants.

NOTE 6 - Commitments

          The Company leases various facilities under operating lease 
agreements.  These leases expire at various dates through the year 2002.  
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 the 
market value of the property of up to $52.1 million in the event that 
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 lease payments related 
to lease obligations are approximately $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.

                                   8
<PAGE>
NOTE 7 - 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 8 - Pending Acquisition and New Location

          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 set up a New Product Introduction center 
in Stockholm, Sweden, transfer production from certain Ericsson plants 
worldwide to Solectron manufacturing sites around the world and assume 
responsibility for a selected Ericsson operation.  On June 10, 1997, the 
Company announced that the selected Ericsson operation that it will 
acquire is Ericsson's printed circuit board manufacturing operation in 
Brazil.  Under the terms of the acquisition agreement, Solectron will 
acquire certain assets, including equipment and inventory, as well as 
approximately 370 employees associated with the printed circuit board 
assembly operations of Ericsson Telecomunicacoes S/A.  On July 7, 1997, 
Solectron 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 
manufacturing operations and assets to Solectron.  The agreements 
related to the transfer of Ericsson's printed circuit board 
manufacturing operation in Brazil are being negotiated.  Completion of 
the transaction is subject to successful negotiation of additional 
definitive agreements, applicable government approvals, if any, and 
certain other conditions.

          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.

NOTE 9 - 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 

                                   9
<PAGE>
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 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 10 - Subsequent Event

          On July 10, 1997, the Company announced a two-for-one stock 
split to be effected as a stock dividend for stockholders of record as
of July 21, 1997.  The new shares to be issued as a result of the stock
dividend are expected to be distributed on or about August 4, 1997.



                                   10
<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 data communications, 
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 May 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 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 operations in California and in 
Massachusetts.

          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 

                                   11
<PAGE>
Company intends to set up a New Product Introduction center in 
Stockholm, Sweden, transfer production from certain Ericsson plants 
worldwide to Solectron manufacturing sites around the world and acquire 
Ericsson's printed circuit board manufacturing operation in Brazil.  
Under the terms of the acquisition, Solectron will acquire certain 
assets, including equipment and inventory, as well as approximately 370 
employees associated with the printed circuit operations of Ericsson 
Telecomunicacoes S/A.  On July 7, 1997, Solectron 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 manufacturing operations and assets to 
Solectron.  The agreements related to the transfer of Ericsson's printed 
circuit board manufacturing operation in Brazil are being negotiated.  
Completion of the transaction is subject to successful negotiation of 
additional definitive agreements, applicable government approvals, if 
any, and certain other 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 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 nine 
months ended May 31, 1997 and 1996, certain items as a percentage of net 
sales.  The operating results for the nine months of 1997 include only 
six 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.


                                   12
<PAGE>
<TABLE>
<CAPTION>
                             Three Months Ended      Nine Months Ended
                                    May 31,                May 31,
                              ------------------     ------------------
                                1997       1996        1997       1996
                              -------    -------     -------    -------
   <S>                        <C>        <C>         <C>        <C>
   Net sales                    100.0%     100.0%      100.0%     100.0%
   Cost of sales                 88.2       89.5        88.5       90.0
                              -------    -------     -------    -------
         Gross profit            11.8       10.5        11.5       10.0
   Operating expenses:
     Selling, general & 
      administrative              4.9        3.8         4.7        3.5
     Research & development       0.5        0.2         0.4        0.2
     Acquisition costs              -          -         0.1          -
                              -------    -------     -------    -------
         Operating income         6.4        6.5         6.3        6.3
   Interest (income)  
    expense, net                    -        0.3           -        0.1
                              -------    -------     -------    -------
         Income before 
          income taxes            6.4        6.2         6.3        6.2
   Income taxes                   2.2        2.1         2.1        2.1
                              -------    -------     -------    -------
   Net income                     4.2%       4.1%        4.2%       4.1%
</TABLE>

          Net sales for the three months and nine months ended May 31, 
1997 increased 44.5% and 30.6%, respectively, over the same periods of 
fiscal 1996.  The increases in net sales for both the three- and nine-
month periods are predominantly due to significant increases in sales 
volume from both existing and new customers in North America, the 
acquisition of Force in November 1996 and higher international sales in 
the third quarter of 1997.  In addition, the acquisition of the Austin, 
Texas site in March 1996 contributed to the increase for the nine-month 
period.  

          Sales in the North American region were strong, reflecting 
increases in sales at all locations to existing and new customers in 
both the three- and nine-month periods of fiscal 1997 compared to the 
same periods of fiscal 1996.  The overall increase in sales is partially 
offset by the effect of several ongoing programs reaching end-of-life as 
well as projects with higher than normal consignment content.  Increased 
sales for both the three- and nine-month periods of fiscal 1997 in most 
of the Company's European operations were partially offset by declines 
in sales in both 1997 periods from older programs in the Bordeaux 
facility as these programs reach end-of-life.  Asian sales increased for 
the three-month period of fiscal 1997 compared to the three-month period 
of fiscal 1996 but were lower for the nine-month period of fiscal 1997 
than for the comparable period of fiscal 1996.  Sales in Asia for the 
nine-month period of fiscal 1997 were affected by 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 
declines to customers within any particular region or market segment, 

                                   13
<PAGE>              
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 nine months of 
fiscal 1997 was Hewlett-Packard Corporation (HP).  Net sales to HP 
during the three- and nine-month periods ended May 31, 1997 accounted 
for 12.0% and 13.3%, respectively, of consolidated net sales, compared 
to 10.5% and 10.5%, respectively, for the same periods in fiscal 1996.  
Net sales to Cisco Systems, Inc. were 11.0% and 11.3% of the 
consolidated total for the three-month periods of 1997 and 1996, 
respectively, but less than 10% for the nine-month periods.  In 
addition, net sales to Bay Networks, Inc. were 10.2% and 10.8% of 
consolidated net sales for the three- and nine-month periods of fiscal 
1997 and less than 10% in the 1996 fiscal 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 nine months of fiscal 1997 accounted for 65.7% of consolidated net 
sales, down from 66.6% in the same period of fiscal 1996.  

          Net sales at the Company's foreign locations contributed 
approximately 26.6% and 25.8% of consolidated net sales in the third 
quarter and first nine months of fiscal 1997, respectively, compared to 
29.9% and 31.9%, respectively, for the comparable periods of fiscal 
1996.  International sales increased in absolute dollars for the fiscal 
1997 periods compared to the same periods in fiscal 1996, with 
significant growth at some sites partially offset by volume decreases at 
the Bordeaux site in both the three- and nine-month periods of fiscal 
1997 and at some Asian sites for the fiscal 1997 nine-month period due 
to the end-of-life situations noted above.  The decrease in foreign 
sales as a percentage of total sales is primarily due to the strong 
increase in domestic sales volume across all domestic sites.  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 nine months of fiscal 1997 and fiscal 1996.  The 
results of the Company's Milpitas operations are expected to continue to 
be 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 

                                   14
<PAGE>
any firm long-term volume purchase commitments from any of its 
customers.  Because of these factors, there can be no assurance that the 
Company's historical revenue growth rate will continue.  See "Trends and 
Uncertainties" below for a discussion of certain factors affecting the 
management of growth, geographic expansion and potential fluctuations in 
sales and results of operations.

          The gross margin percentage improved to 11.5% for the first 
nine months of fiscal 1997 from 10.0% for the first nine months of 
fiscal 1996. The improvement is primarily due to the inclusion of Force 
in the second and third quarters of 1997.  Gross 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 nine 
months of fiscal 1997 would have been 10.5%.  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 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 89.5% and 74.2%, respectively, for the three- 
and nine-month periods of fiscal 1997 over the same periods of fiscal 
1996.  The inclusion of Force in the three- and nine-month periods and 
the Austin, Texas site for the full nine-month period of fiscal 1997 
accounts for approximately half of the increases.  The remainder of the 
increases is due primarily to investment 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.

                                  15
<PAGE>
          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 
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. 
The Company expects that research and development 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 research and development 
efforts and additional research and development projects are undertaken 
at certain of the Company's Asian sites.

          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.  

          The Company issued convertible subordinated notes in February 
1996 and senior notes in March 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.  Interest 
expense for the three months ended May 31, 1997 decreased from the same 
period of fiscal 1996 because of the redemption and conversion to common 
stock of all of the Company's Liquid Yield Option Notes in May 1996. 
Interest expense for the nine-month period of fiscal 1997 increased 
significantly over the comparable period of fiscal 1996 because of the 
issuance of new notes in February and March 1996.  Interest income 
increased for the three- and nine-month periods of fiscal 1997 as a 
result of interest earned on cash realized from the issuance of the 
notes. 


Liquidity and Capital Resources

          Working capital was $909 million as of May 31, 1997 compared 
to $786 million at the end of fiscal 1996.  The increase is largely due 
to an increase in working capital generated from the existing sites and 
was augmented by working capital resulting from the acquisition of new 
sites.  The Company is expected to utilize greater amounts of working 
capital in the future 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.  

                                   16
<PAGE>
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 nine months of fiscal 1997, the Company 
invested approximately $111 million in capital expenditures.  
Approximately $15 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 in new equipment, primarily surface mount assembly and 
test equipment, to meet current and expected production levels, as well 
as for the acquisition of land and buildings for new manufacturing 
sites.  For the remainder of fiscal 1997 total capital expenditures are 
expected to be approximately $40 million.

          In addition to the Company's working capital as of May 31, 
1997, the Company has available various credit facilities.  On April 30, 
1997, the Company replaced its existing $100 million unsecured domestic 
revolving line of credit with a new $100 million senior unsecured 
multicurrency revolving credit facility, 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 May 31, 1997.  There were no 
borrowings outstanding under this line of credit at May 31, 1997.  Under 
the agreement, the Company must meet certain financial covenants.  The 
Company also has approximately $82 million and $8 million in available 
foreign and domestic credit facilities respectively.  In addition, the 
Company is currently negotiating an asset securitization arrangement for 
at least $100 million which is expected to close during the fourth 
quarter of fiscal 1997.  

          Effective May 1, 1997, the Company modified the terms of the 
operating lease for its facilities in Milpitas, California.  The term of 
the lease has been extended through April 2002 and the requirement that 
the Company pledge approximately $52 million of cash or marketable 
securities as collateral for its obligation under the lease has been 
removed.


Trends and Uncertainties 

Customer Concentration; Dependence on 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 nine- 
month periods ended May 31, 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 

                                   17
<PAGE>
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 nine months of fiscal 1997, Hewlett-Packard Corporation 
(HP) and Bay Networks, Inc. accounted for 13.3% and 10.8%, respectively, 
of net sales, compared to 10.5% and less than 10%, respectively, during 
the same period of 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 a materially adverse effect on the 
Company's results of operations.  The Company has no firm long-term 
volume purchase commitments from its customers, and over the past few 
years has experienced reduced lead-times in customer orders.  In 
addition, customer contracts can be canceled and volume levels can be 
changed or delayed.  The timely replacement of canceled, delayed or 
reduced contracts with new business cannot be assured.  These risks are 
increased because a majority of the Company's sales are to customers in 
the electronics industry, which is subject to rapid technological change 
and product obsolescence.  The factors affecting the electronics 
industry in general, or any of the Company's major customers in 
particular, could have a material adverse effect on the Company's 
results of operations.

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

Management of Growth; Geographic Expansion

          The Company has experienced substantial growth over the last 
five fiscal years, with net sales increasing from $407 million in fiscal 
1992 to $2.8 billion in fiscal year 1996.  In recent years, the Company 
has acquired 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 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 set up a New 
Product Introduction center in Stockholm, Sweden, transfer production 
from certain Ericsson plants worldwide to Solectron manufacturing sites 
around the world and assume responsibility for a selected Ericsson 
operation.  On June 10, 1997, the Company announced that the selected 
Ericsson operation that it will acquire is Ericsson's printed circuit 
board manufacturing operation in Brazil.  Under the terms of the 
acquisition, if completed, Solectron will acquire certain assets, 
including equipment and inventory, as well as approximately 370 
employees associated with the printed circuit board assembly operations 
of Ericsson Telecomunicacoes S/A.  Additionally, the Company continually 
evaluates growth and acquisition opportunities and may pursue additional 

                                   18
<PAGE>
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.  The completion of the proposed transaction 
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 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 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, Solectrons 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 set up a New Product Introduction center in Stockholm, 
Sweden, transfer a portion of production from certain Ericsson plants to 
Solectron manufacturing sites and purchase an existing Ericsson printed 
circuit board manufacturing operation.  On June 10, 1997, the Company 
announced that the existing Ericsson operation it will acquire is 
Ericsson's printed circuit board operation in Brazil.  Under the terms 
of the acquisition, Solectron will acquire certain assets, including 
equipment and inventory, as well as approximately 370 employees 
associated with the printed circuit board assembly operations of 
Ericsson Telecomunicacoes S/A.  Under the proposal, Ericsson will 
contract for Solectron's services from the newly established Solectron 
Brazilian plant for a specified term.  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.  On July 7, 

                                   19
<PAGE>
1997, Solectron and Ericsson signed certain definitive agreements 
regarding these transactions.  The series of transactions contemplated 
by the memorandum of understanding are expected to undergo multiple 
closings by the end of December 1997, subject to the successful 
negotiation of additional definitive agreements, 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.  The Company has been granted 
a new tax holiday in 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 a 
materially adverse effect on the Company's results of operations.

                                   20
<PAGE>
Potential Fluctuations in Operating Results

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

Competition

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

Intellectual Property Protection

          The Company's ability to compete may be affected by its 
ability to protect its proprietary information.  The Company obtained a 
limited number of U.S. patents related to the process and equipment used 
in 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 

                                   21
<PAGE>
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.



                                   22
<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

               None

      Item 5:  Other Information

               None

      Item 6:  Exhibits and Reports on Form 8-K

               (a)  Exhibits

               11.1  Statement re:  Computation of Net Income per
               Share

               27    Financial Data Schedule

               (b)  Reports on Form 8-K

               None



                                   23

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







                                   24