CERTIFICATE OF INCORPORATION
                                        
                                       OF
                                        
                             SOLECTRON CORPORATION
 
 
FIRST:    The name of the Corporation is Solectron Corporation (the
          "Corporation").
 
SECOND:   The address of the Corporation's registered office in the State of
          Delaware is 1209 Orange Street, Wilmington, County of New Castle,
          Delaware 19801. The name of its registered agent at such address is
          The Corporation Trust Company.
 
THIRD:    The purpose of the Corporation is to engage in any lawful act or
          activity for which corporations may be organized under the General
          Corporation Law of Delaware.
 
FOURTH:   This corporation is authorized to issue two classes of shares: Common
          Stock and Preferred Stock. The total number of shares which this
          corporation is authorized to issue is two hundred one million two
          hundred thousand (201,200,000) shares. The number of shares of Common
          Stock authorized is two hundred million (200,000,000) shares, $.001
          par value. The number of shares of Preferred Stock authorized is one
          million two hundred thousand (1,200,000) shares, $.001 par value.
 
          The shares of Preferred Stock authorized by this Certificate of
          Incorporation may be issued from time to time in one or more series.
          For any wholly unissued series of Preferred Stock, the Board of
          Directors is hereby authorized to fix and alter the dividend rights,
          dividend rates, conversion rights, voting rights, rights and terms of
          redemption (including sinking fund provisions), redemption prices,
          liquidation preferences, the number of shares constituting any such
          series and the designation thereof, or any of them.
 
          For any series of Preferred Stock having issued and outstanding
          shares, the Board of Directors is hereby authorized to increase or
          decrease the number of shares of such series when the number of shares
          of such series was originally fixed by the Board of Directors, but
          such increase or decrease shall be subject to the limitations and
          restrictions stated in the resolution of the Board of Directors
          originally fixing the number of shares of such series.
 
          If the number of shares of any series is so decreased, then the shares
          constituting such decrease shall resume the status that they had prior
          to the adoption of the resolution originally fixing the number of
          shares of such series.
 
 
 
 
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FIFTH:    The name and mailing address of the incorporator are as follows:
 
<TABLE>
<CAPTION>
                      NAME                       MAILING ADDRESS
                      ----                       ---------------
<S>                                              <C>
                      Susan Wang                 Solectron Corporation
                                                 847 Gibraltar Drive, Building 5
                                                 Milpitas, CA  95035
</TABLE>
 
SIXTH:    The Corporation is to have perpetual existence.
 
SEVENTH:  Elections of directors need not be by written ballot unless a
          stockholder demands election by written ballot at the meeting and
          before voting begins.
 
EIGHTH:   A. At each annual meeting of stockholders, directors of the
          Corporation shall be elected to hold office until the expiration of
          the term for which they are elected, and until their successors have
          been duly elected and qualified; except that if any such election
          shall not be so held, such election shall take place at a
          stockholders' meeting called and held in accordance with the Delaware
          General Corporation Law.
 
          B. Vacancies occurring on the Board of Directors may be filled by vote
          of a majority of the remaining members of the Board of Directors,
          although less than a quorum, at a meeting of the Board of Directors. A
          person so elected by the Board of Directors to fill a vacancy shall
          hold office until the next succeeding annual meeting of stockholders
          of the Corporation at which the directorship is to be elected and
          until his or her successor shall have been duly elected and qualified.
 
NINTH:    The number of directors which constitute the whole Board of Directors
          of the Corporation shall be designated in the Bylaws of the
          Corporation.
 
TENTH:    In furtherance and not in limitation of the powers conferred by
          statute, the Board of Directors is expressly authorized to make,
          alter, amend or repeal the Bylaws of the Corporation.
 
ELEVENTH: A. To the fullest extent permitted by the Delaware General Corporation
          Law as the same exists or as it may hereafter be amended, no director
          of the Corporation shall be personally liable to the Corporation or
          its stockholders for monetary damages for breach of fiduciary duty as
          a director.
 
          B. Neither any amendment nor repeal of this Article, nor the adoption
          of any provision of this Certificate of Incorporation inconsistent
          with this Article, shall eliminate or reduce the effect of this
          Article in respect of any matter occurring, or any cause of action,
          suit or claim that, but for this Article, would accrue or arise, prior
          to such amendment, repeal or adoption of an inconsistent provision.
 
 
                                      -2-
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TWELFTH:  At the election of directors of the Corporation, each holder of stock
          of any class or series shall be entitled to as many votes as shall
          equal the number of votes which (except for such provision as to
          cumulative voting) he would be entitled to cast for the election of
          directors with respect to his shares of stock multiplied by the number
          of directors to be elected by him, and he may cast all of such votes
          for a single director or may distribute them among the number to be
          voted for, or for any two or more of them as he may see fit, so long
          as the name of the candidate for director shall have been placed in
          nomination prior to the voting and the stockholder, or any other
          holder of the same class or series of stock, has given notice at the
          meeting prior to the voting of the intention to cumulate votes.
 
THIR-     Meetings of stockholders may be held within or without the State of
TEENTH:   Delaware, as the Bylaws may provide. The books of the Corporation may
          be kept (subject to any provision contained in the statutes) outside
          of the State of Delaware at such place or places as may be designated
          from time to time by the Board of Directors or in the Bylaws of the
          Corporation.
 
FOUR-     Stockholders of the Corporation may not take action by written consent
TEENTH:   in lieu of a meeting but must take any actions at a duly called annual
          or special meeting.
 
FIF-      Advance notice of stockholder nomination for the election of directors
TEENTH:   and of business to be brought by stockholders before any meeting of
          the stockholders of the Corporation shall be given in the manner
          provided in the Bylaws of the Corporation.
 
SIX-      The Corporation reserves the right to amend, alter, change or repeal
TEENTH:   any provision contained in this Certificate of Incorporation, in the
          manner now or hereafter prescribed by statute, and all rights
          conferred upon stockholders herein are granted subject to this
          reservation.