<PAGE>

           As filed with the Securities and Exchange Commission on July 28, 2000
                                                           Registration No. 333-
================================================================================

                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549
                              --------------------
                                    FORM S-8
                             REGISTRATION STATEMENT
                                      UNDER
                           THE SECURITIES ACT OF 1933
                           --------------------------
                         MANUFACTURERS' SERVICES LIMITED
             (Exact name of registrant as specified in its charter)

           DELAWARE                                            04-3258036
  (State or other jurisdiction                               (I.R.S. Employer
of incorporation or organization)                           Identification No.)

               300 BAKER AVENUE, SUITE 106, CONCORD, MASSACHUSETTS 01742
          (Address of principal executive offices, including zip code)
                            -------------------------
           SECOND AMENDED AND RESTATED NON-QUALIFIED STOCK OPTION PLAN
                            (Full title of the plan)
                            -------------------------
                                 KEVIN C. MELIA
                           300 BAKER AVENUE, SUITE 106
                          CONCORD, MASSACHUSETTS 01742
                                 (978) 287-5630
                            -------------------------
 (Name, address and telephone number, including area code, of agent for service)

                         CALCULATION OF REGISTRATION FEE

<TABLE>
<CAPTION>
===========================================================================================================================
   TITLE OF EACH CLASS OF       AMOUNT TO BE         PROPOSED MAXIMUM              PROPOSED MAXIMUM            AMOUNT OF
SECURITIES TO BE REGISTERED      REGISTERED      OFFERING PRICE PER SHARE(1)  AGGREGATE OFFERING PRICE(2)  REGISTRATION FEE
---------------------------------------------------------------------------------------------------------------------------
<S>                           <C>                <C>                          <C>                          <C>
    Common Stock, $.001       2,045,882 shares          $4.00-$25.75                $25,867,859.32             $6,829.11
    par value per share
===========================================================================================================================
</TABLE>

(1)  The offering price for shares subject to options on the date hereof is the
     actual exercise price of such options. Of the 2,045,882 shares to be
     registered hereunder, 605,781, 444,447, 132,649 and 441,725 are subject to
     options at exercise prices of $4.00, $4.80, $12.28 and $20.00 per share,
     respectively. The offering price for the remaining 421,280 shares not
     subject to options on the date hereof of $25.75 per share has been
     estimated solely for the purpose of determining the registration fee
     pursuant to Rule 457(c) and (h) on the basis of the high and low prices of
     Manufacturers' Services Limited common stock, par value $.001 per share, as
     reported on the New York Stock Exchange on July 24, 2000.
(2)  The maximum aggregate offering price consists of $2,423,124 payable in
     respect of 605,781 shares subject to options at an exercise price of $4.00
     per share, $2,133,345.60 payable in respect of 444,447 shares subject to
     options at an exercise price of $4.80 per share, $1,628,929.72 payable in
     respect of 132,649 shares subject to options at an exercise price of $12.28
     per share, $8,834,500 payable in respect of 441,725 shares


<PAGE>

     subject to options at an exercise price of $20.00 per share and
     $10,847,960 payable in respect of 421,280 shares not subject to options
     on the date hereof.
================================================================================

<PAGE>

                                     PART II
               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE.

     Manufacturers' Services Limited (the "Registrant") hereby incorporates the
following documents herein by reference:

     (a)  The Registrant's latest prospectus filed pursuant to Rule 424(b) under
          the Securities Act of 1933, as amended (the "Securities Act"), as
          filed with the Securities and Exchange Commission (the "Commission")
          on June 23, 2000.

     (b)  Not applicable.

     (c)  Not applicable.

     All documents subsequently filed by the Registrant pursuant to Sections
13(a), 13(c), 14 and 15(d) of the Securities Exchange Act of 1934, as amended
(the "Exchange Act"), prior to the filing of a post-effective amendment to this
Registration Statement that indicates that all securities offered have been sold
or which deregisters all securities then remaining unsold, shall be deemed to be
incorporated herein by reference from the date of filing of such documents.

ITEM 4. DESCRIPTION OF SECURITIES.

     Not applicable.

ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL.

     The validity of the shares of common stock registered in this Registration
Statement will be passed upon for the Registrant by Ropes & Gray, Boston,
Massachusetts.

ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS.

     The Registrant's Restated Certificate of Incorporation limits the liability
of the Registrant's directors to the fullest extent permitted by the Delaware
General Corporation Law and provides that the Registrant will indemnify the
directors to the fullest extent permitted by such law. The Registrant expects to
enter into indemnification agreements with all of its current directors and
executive officers and expects to enter into a similar agreement with any new
directors or executive officers. The Registrant maintains directors and officers
liability insurance coverage.

ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED.

     Not applicable.


                                      II-1
<PAGE>

ITEM 8. EXHIBITS.

     Exhibit

     4.1  Second Amended and Restated Non-Qualified Stock Option Plan
          (previously filed as Exhibit 10.7 to the Registration Statement on
          Form S-1, as amended, No. 333-96227).

     4.2  Stockholders Agreement dated as of January 20, 1995 by and among MSL
          and the stockholders named therein (previously filed as Exhibit 4.1
          to the Registration Statement on Form S-1, as amended, No. 333-96227).

     4.3  Stockholders Agreement Amendment dated as of November 26, 1999 by and
          among MSL and the stockholders named therein (previously filed as
          Exhibit 4.2 to the Registration Statement on Form S-1, as amended,
          No. 333-96227).

     4.4  Credit Agreement dated August 21, 1998 among MSL, MSL Overseas Finance
          B.V. and the lenders named therein (previously filed as Exhibit 4.3 to
          the Registration Statement on Form S-1, as amended, No. 333-96227).

     4.5  First Amendment to Credit Agreement and Limited Waiver dated as of
          February 26, 1999 by and among MSL, MSL Overseas Finance B.V. and the
          lenders named in the Credit Agreement (previously filed as Exhibit 4.4
          to the Registration Statement on Form S-1, as amended, No. 333-96227).

     4.6  Second Amendment to Credit Agreement and Consent dated as of November
          23, 1999 by and among MSL, MSL Overseas Finance B.V. and the lenders
          named in the Credit Agreement (previously filed as Exhibit 4.5 to the
          Registration Statement on Form S-1, as amended, No. 333-96227).

     4.7  Third Amendment to Credit Agreement and Consent dated as of
          February 10, 2000 by and among MSL, MSL Overseas Finance B.V. and
          the lenders named in the Credit Agreement (previously filed as
          Exhibit 4.6 to the Registration Statement on Form S-1, as amended,
          No. 333-96227).

     4.8  Form of Amended and Restated Stockholders Agreement by and among MSL
          and the stockholders named therein (previously filed as Exhibit 4.7
          to the Registration Statement on Form S-1, as amended, No. 333-96227).

     5.1  Opinion of Ropes & Gray.

     23.1 Consent of PricewaterhouseCoopers LLP.

     24.1 Powers of Attorney (included on the signature page in Part II).

ITEM 9. UNDERTAKINGS.

     (a)  The undersigned Registrant hereby undertakes:

          (1)  To file, during any period in which offers or sales are being
               made, a post-effective amendment to this Registration Statement:

               (i)  To include any prospectus required by Section 10(a)(3) of
                    the Securities Act;

               (ii) To reflect in the prospectus any facts or events arising
                    after the effective date of the Registration Statement (or
                    the most recent post-effective amendment thereof) which,
                    individually or in the aggregate, represent a fundamental
                    change in the information set forth in the Registration
                    Statement;

               (iii)To include any material information with respect to the
                    plan of distribution not previously disclosed in the
                    Registration Statement or any material change to such
                    information in the Registration Statement;

          PROVIDED, HOWEVER, that paragraphs (a)(1)(i) and (a)(1)(ii) above
          shall not apply if the information required to be included in a
          post-effective amendment by those paragraphs is contained in periodic
          reports filed with or furnished to the Commission by the Registrant
          pursuant to Section 13 or 15(d) of the Exchange Act that are
          incorporated by reference in the Registration Statement.

          (2)  That, for the purpose of determining any liability under the
          Securities Act, each such post-effective amendment shall be deemed to
          be a new registration statement relating to the securities offered
          therein, and the offering of such securities at that time shall be
          deemed to be the initial BONA FIDE offering thereof.

          (3)  To remove from registration by means of a post-effective
          amendment any of the securities being registered which remain unsold
          at the termination of the offering.


                                      II-2
<PAGE>

          (b)  The undersigned Registrant hereby undertakes that, for purposes
               of determining any liability under the Securities Act, each
               filing of the Registrant's annual report pursuant to Section
               13(a) or 15(d) of the Exchange Act that is incorporated by
               reference in the Registration Statement shall be deemed to be a
               new Registration Statement relating to the securities offered
               therein, and the offering of such securities at that time shall
               be deemed to be the initial BONA FIDE offering thereof.

          (c)  Insofar as indemnification for liabilities arising under the
               Securities Act may be permitted to directors, officers and
               controlling persons of the Registrant pursuant to the foregoing
               provisions, or otherwise, the Registrant has been advised that in
               the opinion of the Commission such indemnification is against
               public policy as expressed in the Securities Act and is,
               therefore, unenforceable. In the event that a claim for
               indemnification against such liabilities (other than the payment
               by the Registrant of expenses incurred or paid by a director,
               officer or controlling person of the Registrant in the successful
               defense of any action, suit or proceeding) is asserted by such
               director, officer or controlling person in connection with the
               securities being registered, the Registrant will, unless in the
               opinion of its counsel the matter has been settled by controlling
               precedent, submit to a court of appropriate jurisdiction the
               question whether such indemnification by it is against public
               policy as expressed in the Securities Act and will be governed by
               the final adjudication of such issue.


                                      II-3
<PAGE>

                                   SIGNATURES

     Pursuant to the requirements of the Securities Act of 1933, the Registrant
certifies that it has reasonable grounds to believe that it meets all of the
requirements for filing on Form S-8 and has duly caused this Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Concord, Commonwealth of Massachusetts, on the 27th
day of July, 2000.

                                   MANUFACTURERS' SERVICES LIMITED

                                   By: /s/ KEVIN C. MELIA
                                      ------------------------------------------
                                   Name:  Kevin C. Melia
                                   Title: CHIEF EXECUTIVE OFFICER AND
                                          CHAIRMAN OF THE BOARD

     Each person whose signature appears below constitutes and appoints Kevin C.
Melia, Robert E. Donahue and Thompson Dean, and each of them singly, his or her
true and lawful attorney-in-fact and agent with full power of substitution and
resubstitution, for him or her and in his or her name, place and stead, in any
and all capacities, to sign any and all amendments (including post-effective
amendments) to this Registration Statement on Form S-8 to be filed by
Manufacturers' Services Limited, and to file the same, with all exhibits
thereto, and other documents in connection therewith, with the Securities and
Exchange Commission, granting unto said attorneys-in-fact and agents full power
and authority to be done in and about the premises, as fully to all intents and
purposes as he or she might or could do in person, hereby ratifying and
confirming all that said attorneys-in-fact and agents, or their substitutes, may
lawfully do or cause to be done by virtue hereof.

                                     * * * *

     Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities and on the dates indicated:

<TABLE>

<CAPTION>

     SIGNATURE                        TITLE                                    DATE
<S>                              <C>                                      <C>
   /s/ Kevin C. Melia            Chairman of the Board,                   July 27, 2000
--------------------------        Chief Executive Officer
     KEVIN C. MELIA               (Principal Executive
                                  Officer) and Director

   /s/ Robert E. Donahue         President, Chief Financial Officer       July 27, 2000
--------------------------        (Principal Financial and
     ROBERT  E. DONAHUE           Accounting Officer) and Director


   /s/ Thompson Dean              Director                                July 27, 2000
--------------------------
     THOMPSON DEAN

</TABLE>


                                      II-4
<PAGE>

<TABLE>

<CAPTION>

<S>                              <C>                                      <C>

  /s/ Karl Wyss                  Director                                 July 19, 2000
--------------------------
      KARL WYSS

  /s/ George W. Chamillard       Director                                 July 20, 2000
--------------------------
     GEORGE W. CHAMILLARD

  /s/ William Weyand             Director                                 July 21, 2000
--------------------------
      WILLIAM WEYAND


--------------------------       Director
      JOHN F. FORT, III

</TABLE>


                                      II-5
<PAGE>

                                  EXHIBIT INDEX

4.1  Second Amended and Restated Non-Qualified Stock Option Plan (previously
     filed as Exhibit 10.7 to the Registration Statement on Form S-1, as
     amended, No. 333-96227).

4.2  Stockholders Agreement dated as of January 20, 1995 by and among MSL
     and the stockholders named therein (previously filed as Exhibit 4.1 to
     the Registration Statement on Form S-1, as amended, No. 333-96227).

4.3  Stockholders Agreement Amendment dated as of November 26, 1999 by and
     among MSL and the stockholders named therein (previously filed as
     Exhibit 4.2 to the Registration Statement on Form S-1, as amended, No.
     333-96227).

4.4  Credit Agreement dated August 21, 1998 among MSL, MSL Overseas Finance
     B.V. and the lenders named therein (previously filed as Exhibit 4.3 to
     the Registration Statement on Form S-1, as amended, No. 333-96227).

4.5  First Amendment to Credit Agreement and Limited Waiver dated as of
     February 26, 1999 by and among MSL, MSL Overseas Finance B.V. and the
     lenders named in the Credit Agreement (previously filed as Exhibit 4.4
     to the Registration Statement on Form S-1, as amended, No. 333-96227).

4.6  Second Amendment to Credit Agreement and Consent dated as of November
     23, 1999 by and among MSL, MSL Overseas Finance B.V. and the lenders
     named in the Credit Agreement (previously filed as Exhibit 4.5 to the
     Registration Statement on Form S-1, as amended, No. 333-96227).

4.7  Third Amendment to Credit Agreement and Consent dated as of February
     10, 2000 by and among MSL, MSL Overseas Finance B.V. and the lenders
     named in the Credit Agreement (previously filed as Exhibit 4.6 to the
     Registration Statement on Form S-1, as amended, No. 333-96227).

4.8  Form of Amended and Restated Stockholders Agreement by and among MSL
     and the stockholders named therein (previously filed as Exhibit 4.7 to
     the Registration Statement on Form S-1, as amended, No. 333-96227).

5.1  Opinion of Ropes & Gray.

23.1 Consent of PricewaterhouseCoopers LLP.

24.1 Powers of Attorney (included on the signature page in Part II).


                                      II-6
[{"type": "S-8", "sequence": "1", "filename": "s-8.txt", "description": "FORM S-8", "secsgml_size_bytes": 18556}]
{"company-data": {"conformed-name": "MANUFACTURERS SERVICES LTD", "cik": "0000940298", "assigned-sic": "3679", "irs-number": "043258036", "state-of-incorporation": "DE", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-42400", "film-number": "680431"}, "business-address": {"street1": "300 BAKER AVENUE", "city": "CONCORD", "state": "MA", "zip": "01742", "phone": "6173307682"}, "mail-address": {"street1": "300 BAKER AVENUE", "city": "CONCORD", "state": "MA", "zip": "01742"}}
As filed with the Securities and Exchange Commission on July 28, 2000
                                                           Registration No. 333-
================================================================================

                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549
                              --------------------
                                    FORM S-8
                             REGISTRATION STATEMENT
                                      UNDER
                           THE SECURITIES ACT OF 1933
                           --------------------------
                         MANUFACTURERS' SERVICES LIMITED
             (Exact name of registrant as specified in its charter)

           DELAWARE                                            04-3258036
  (State or other jurisdiction                               (I.R.S. Employer
of incorporation or organization)                           Identification No.)

               300 BAKER AVENUE, SUITE 106, CONCORD, MASSACHUSETTS 01742
          (Address of principal executive offices, including zip code)
                            -------------------------
           SECOND AMENDED AND RESTATED NON-QUALIFIED STOCK OPTION PLAN
                            (Full title of the plan)
                            -------------------------
                                 KEVIN C. MELIA
                           300 BAKER AVENUE, SUITE 106
                          CONCORD, MASSACHUSETTS 01742
                                 (978) 287-5630
                            -------------------------
 (Name, address and telephone number, including area code, of agent for service)

                         CALCULATION OF REGISTRATION FEE
===========================================================================================================================
   TITLE OF EACH CLASS OF       AMOUNT TO BE         PROPOSED MAXIMUM              PROPOSED MAXIMUM            AMOUNT OF
SECURITIES TO BE REGISTERED      REGISTERED      OFFERING PRICE PER SHARE(1)  AGGREGATE OFFERING PRICE(2)  REGISTRATION FEE
---------------------------------------------------------------------------------------------------------------------------
Common Stock, $.001       2,045,882 shares          $4.00-$25.75                $25,867,859.32             $6,829.11
    par value per share
===========================================================================================================================
(1)  The offering price for shares subject to options on the date hereof is the
     actual exercise price of such options. Of the 2,045,882 shares to be
     registered hereunder, 605,781, 444,447, 132,649 and 441,725 are subject to
     options at exercise prices of $4.00, $4.80, $12.28 and $20.00 per share,
     respectively. The offering price for the remaining 421,280 shares not
     subject to options on the date hereof of $25.75 per share has been
     estimated solely for the purpose of determining the registration fee
     pursuant to Rule 457(c) and (h) on the basis of the high and low prices of
     Manufacturers' Services Limited common stock, par value $.001 per share, as
     reported on the New York Stock Exchange on July 24, 2000.
(2)  The maximum aggregate offering price consists of $2,423,124 payable in
     respect of 605,781 shares subject to options at an exercise price of $4.00
     per share, $2,133,345.60 payable in respect of 444,447 shares subject to
     options at an exercise price of $4.80 per share, $1,628,929.72 payable in
     respect of 132,649 shares subject to options at an exercise price of $12.28
     per share, $8,834,500 payable in respect of 441,725 shares
subject to options at an exercise price of $20.00 per share and
     $10,847,960 payable in respect of 421,280 shares not subject to options
     on the date hereof.
================================================================================
PART II
               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE.

     Manufacturers' Services Limited (the "Registrant") hereby incorporates the
following documents herein by reference:

     (a)  The Registrant's latest prospectus filed pursuant to Rule 424(b) under
          the Securities Act of 1933, as amended (the "Securities Act"), as
          filed with the Securities and Exchange Commission (the "Commission")
          on June 23, 2000.

     (b)  Not applicable.

     (c)  Not applicable.

     All documents subsequently filed by the Registrant pursuant to Sections
13(a), 13(c), 14 and 15(d) of the Securities Exchange Act of 1934, as amended
(the "Exchange Act"), prior to the filing of a post-effective amendment to this
Registration Statement that indicates that all securities offered have been sold
or which deregisters all securities then remaining unsold, shall be deemed to be
incorporated herein by reference from the date of filing of such documents.

ITEM 4. DESCRIPTION OF SECURITIES.

     Not applicable.

ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL.

     The validity of the shares of common stock registered in this Registration
Statement will be passed upon for the Registrant by Ropes & Gray, Boston,
Massachusetts.

ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS.

     The Registrant's Restated Certificate of Incorporation limits the liability
of the Registrant's directors to the fullest extent permitted by the Delaware
General Corporation Law and provides that the Registrant will indemnify the
directors to the fullest extent permitted by such law. The Registrant expects to
enter into indemnification agreements with all of its current directors and
executive officers and expects to enter into a similar agreement with any new
directors or executive officers. The Registrant maintains directors and officers
liability insurance coverage.

ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED.

     Not applicable.

                                      II-1
ITEM 8. EXHIBITS.

     Exhibit

     4.1  Second Amended and Restated Non-Qualified Stock Option Plan
          (previously filed as Exhibit 10.7 to the Registration Statement on
          Form S-1, as amended, No. 333-96227).

     4.2  Stockholders Agreement dated as of January 20, 1995 by and among MSL
          and the stockholders named therein (previously filed as Exhibit 4.1
          to the Registration Statement on Form S-1, as amended, No. 333-96227).

     4.3  Stockholders Agreement Amendment dated as of November 26, 1999 by and
          among MSL and the stockholders named therein (previously filed as
          Exhibit 4.2 to the Registration Statement on Form S-1, as amended,
          No. 333-96227).

     4.4  Credit Agreement dated August 21, 1998 among MSL, MSL Overseas Finance
          B.V. and the lenders named therein (previously filed as Exhibit 4.3 to
          the Registration Statement on Form S-1, as amended, No. 333-96227).

     4.5  First Amendment to Credit Agreement and Limited Waiver dated as of
          February 26, 1999 by and among MSL, MSL Overseas Finance B.V. and the
          lenders named in the Credit Agreement (previously filed as Exhibit 4.4
          to the Registration Statement on Form S-1, as amended, No. 333-96227).

     4.6  Second Amendment to Credit Agreement and Consent dated as of November
          23, 1999 by and among MSL, MSL Overseas Finance B.V. and the lenders
          named in the Credit Agreement (previously filed as Exhibit 4.5 to the
          Registration Statement on Form S-1, as amended, No. 333-96227).

     4.7  Third Amendment to Credit Agreement and Consent dated as of
          February 10, 2000 by and among MSL, MSL Overseas Finance B.V. and
          the lenders named in the Credit Agreement (previously filed as
          Exhibit 4.6 to the Registration Statement on Form S-1, as amended,
          No. 333-96227).

     4.8  Form of Amended and Restated Stockholders Agreement by and among MSL
          and the stockholders named therein (previously filed as Exhibit 4.7
          to the Registration Statement on Form S-1, as amended, No. 333-96227).

     5.1  Opinion of Ropes & Gray.

     23.1 Consent of PricewaterhouseCoopers LLP.

     24.1 Powers of Attorney (included on the signature page in Part II).

ITEM 9. UNDERTAKINGS.

     (a)  The undersigned Registrant hereby undertakes:

          (1)  To file, during any period in which offers or sales are being
               made, a post-effective amendment to this Registration Statement:

               (i)  To include any prospectus required by Section 10(a)(3) of
                    the Securities Act;

               (ii) To reflect in the prospectus any facts or events arising
                    after the effective date of the Registration Statement (or
                    the most recent post-effective amendment thereof) which,
                    individually or in the aggregate, represent a fundamental
                    change in the information set forth in the Registration
                    Statement;

               (iii)To include any material information with respect to the
                    plan of distribution not previously disclosed in the
                    Registration Statement or any material change to such
                    information in the Registration Statement;

          PROVIDED, HOWEVER, that paragraphs (a)(1)(i) and (a)(1)(ii) above
          shall not apply if the information required to be included in a
          post-effective amendment by those paragraphs is contained in periodic
          reports filed with or furnished to the Commission by the Registrant
          pursuant to Section 13 or 15(d) of the Exchange Act that are
          incorporated by reference in the Registration Statement.

          (2)  That, for the purpose of determining any liability under the
          Securities Act, each such post-effective amendment shall be deemed to
          be a new registration statement relating to the securities offered
          therein, and the offering of such securities at that time shall be
          deemed to be the initial BONA FIDE offering thereof.

          (3)  To remove from registration by means of a post-effective
          amendment any of the securities being registered which remain unsold
          at the termination of the offering.

                                      II-2
(b)  The undersigned Registrant hereby undertakes that, for purposes
               of determining any liability under the Securities Act, each
               filing of the Registrant's annual report pursuant to Section
               13(a) or 15(d) of the Exchange Act that is incorporated by
               reference in the Registration Statement shall be deemed to be a
               new Registration Statement relating to the securities offered
               therein, and the offering of such securities at that time shall
               be deemed to be the initial BONA FIDE offering thereof.

          (c)  Insofar as indemnification for liabilities arising under the
               Securities Act may be permitted to directors, officers and
               controlling persons of the Registrant pursuant to the foregoing
               provisions, or otherwise, the Registrant has been advised that in
               the opinion of the Commission such indemnification is against
               public policy as expressed in the Securities Act and is,
               therefore, unenforceable. In the event that a claim for
               indemnification against such liabilities (other than the payment
               by the Registrant of expenses incurred or paid by a director,
               officer or controlling person of the Registrant in the successful
               defense of any action, suit or proceeding) is asserted by such
               director, officer or controlling person in connection with the
               securities being registered, the Registrant will, unless in the
               opinion of its counsel the matter has been settled by controlling
               precedent, submit to a court of appropriate jurisdiction the
               question whether such indemnification by it is against public
               policy as expressed in the Securities Act and will be governed by
               the final adjudication of such issue.

                                      II-3
SIGNATURES

     Pursuant to the requirements of the Securities Act of 1933, the Registrant
certifies that it has reasonable grounds to believe that it meets all of the
requirements for filing on Form S-8 and has duly caused this Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Concord, Commonwealth of Massachusetts, on the 27th
day of July, 2000.

                                   MANUFACTURERS' SERVICES LIMITED

                                   By: /s/ KEVIN C. MELIA
                                      ------------------------------------------
                                   Name:  Kevin C. Melia
                                   Title: CHIEF EXECUTIVE OFFICER AND
                                          CHAIRMAN OF THE BOARD

     Each person whose signature appears below constitutes and appoints Kevin C.
Melia, Robert E. Donahue and Thompson Dean, and each of them singly, his or her
true and lawful attorney-in-fact and agent with full power of substitution and
resubstitution, for him or her and in his or her name, place and stead, in any
and all capacities, to sign any and all amendments (including post-effective
amendments) to this Registration Statement on Form S-8 to be filed by
Manufacturers' Services Limited, and to file the same, with all exhibits
thereto, and other documents in connection therewith, with the Securities and
Exchange Commission, granting unto said attorneys-in-fact and agents full power
and authority to be done in and about the premises, as fully to all intents and
purposes as he or she might or could do in person, hereby ratifying and
confirming all that said attorneys-in-fact and agents, or their substitutes, may
lawfully do or cause to be done by virtue hereof.

                                     * * * *

     Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities and on the dates indicated:
SIGNATURE                        TITLE                                    DATE
/s/ Kevin C. Melia            Chairman of the Board,                   July 27, 2000
--------------------------        Chief Executive Officer
     KEVIN C. MELIA               (Principal Executive
                                  Officer) and Director

   /s/ Robert E. Donahue         President, Chief Financial Officer       July 27, 2000
--------------------------        (Principal Financial and
     ROBERT  E. DONAHUE           Accounting Officer) and Director

   /s/ Thompson Dean              Director                                July 27, 2000
--------------------------
     THOMPSON DEAN
II-4
/s/ Karl Wyss                  Director                                 July 19, 2000
--------------------------
      KARL WYSS

  /s/ George W. Chamillard       Director                                 July 20, 2000
--------------------------
     GEORGE W. CHAMILLARD

  /s/ William Weyand             Director                                 July 21, 2000
--------------------------
      WILLIAM WEYAND

--------------------------       Director
      JOHN F. FORT, III
II-5
EXHIBIT INDEX

4.1  Second Amended and Restated Non-Qualified Stock Option Plan (previously
     filed as Exhibit 10.7 to the Registration Statement on Form S-1, as
     amended, No. 333-96227).

4.2  Stockholders Agreement dated as of January 20, 1995 by and among MSL
     and the stockholders named therein (previously filed as Exhibit 4.1 to
     the Registration Statement on Form S-1, as amended, No. 333-96227).

4.3  Stockholders Agreement Amendment dated as of November 26, 1999 by and
     among MSL and the stockholders named therein (previously filed as
     Exhibit 4.2 to the Registration Statement on Form S-1, as amended, No.
     333-96227).

4.4  Credit Agreement dated August 21, 1998 among MSL, MSL Overseas Finance
     B.V. and the lenders named therein (previously filed as Exhibit 4.3 to
     the Registration Statement on Form S-1, as amended, No. 333-96227).

4.5  First Amendment to Credit Agreement and Limited Waiver dated as of
     February 26, 1999 by and among MSL, MSL Overseas Finance B.V. and the
     lenders named in the Credit Agreement (previously filed as Exhibit 4.4
     to the Registration Statement on Form S-1, as amended, No. 333-96227).

4.6  Second Amendment to Credit Agreement and Consent dated as of November
     23, 1999 by and among MSL, MSL Overseas Finance B.V. and the lenders
     named in the Credit Agreement (previously filed as Exhibit 4.5 to the
     Registration Statement on Form S-1, as amended, No. 333-96227).

4.7  Third Amendment to Credit Agreement and Consent dated as of February
     10, 2000 by and among MSL, MSL Overseas Finance B.V. and the lenders
     named in the Credit Agreement (previously filed as Exhibit 4.6 to the
     Registration Statement on Form S-1, as amended, No. 333-96227).

4.8  Form of Amended and Restated Stockholders Agreement by and among MSL
     and the stockholders named therein (previously filed as Exhibit 4.7 to
     the Registration Statement on Form S-1, as amended, No. 333-96227).

5.1  Opinion of Ropes & Gray.

23.1 Consent of PricewaterhouseCoopers LLP.

24.1 Powers of Attorney (included on the signature page in Part II).

                                      II-6