<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)

                            -------------------------

                  2000 NON-EMPLOYEE DIRECTOR 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   REGISTRATION FEE
----------------------------------------------------------------------------------------------------------------------------
<S>                            <C>                <C>                            <C>                        <C>

    Common Stock, $.001        225,000 shares               $25.75                   $5,793,750             $1,529.55
    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.  The offering
    price for shares subject to options has been estimated solely for the purpose of determining the registration fee pursuant to
    Rule 457(c) and (h) on the basis of the average 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.

-------------------------------------------------------------------------------------------------------------------
-------------------------------------------------------------------------------------------------------------------
</TABLE>


<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      2000 Non-Employee Director Stock Option Plan (previously filed
                  as Exhibit 10.20 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
-------------------------------------
     KEVIN C. MELIA                         Chief Executive Officer
                                            (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>

<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      2000 Non-Employee Director Stock Option Plan (previously filed as
         Exhibit 10.20 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": "S-8", "secsgml_size_bytes": 18876}]
{"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": "333-42404", "film-number": "680434"}, "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)

                            -------------------------

                  2000 NON-EMPLOYEE DIRECTOR 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   REGISTRATION FEE
----------------------------------------------------------------------------------------------------------------------------
Common Stock, $.001        225,000 shares               $25.75                   $5,793,750             $1,529.55
    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.  The offering
    price for shares subject to options has been estimated solely for the purpose of determining the registration fee pursuant to
    Rule 457(c) and (h) on the basis of the average 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.

-------------------------------------------------------------------------------------------------------------------
-------------------------------------------------------------------------------------------------------------------
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      2000 Non-Employee Director Stock Option Plan (previously filed
                  as Exhibit 10.20 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
-------------------------------------
     KEVIN C. MELIA                         Chief Executive Officer
                                            (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      2000 Non-Employee Director Stock Option Plan (previously filed as
         Exhibit 10.20 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).

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