<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 EQUITY INCENTIVE 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       2,668,750 shares          $12.28-$25.75              $54,669,236.75          $14,432.68
    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 2,668,750 shares to be
     registered hereunder, 840,975, 234,530, 36,800, 7,500, 10,000, 10,000 and
     3,000 are subject to options at exercises prices of $12.28, $16.00, $18.00,
     $20.56, $20.81, $20.88 and $21.00 per share, respectively. The offering
     price for the remaining 1,525,945 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 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.
(2)  The maximum aggregate offering price consists of $10,327,173 payable in
     respect of 840,975 shares subject to options at an exercise price of $12.28
     per share, $3,752,480 payable in respect of 234,530 shares subject to
     options at an exercise price of $16.00 per share, $662,400 payable in
     respect of 36,800 shares subject to options at an exercise price of $18.00
     per share, $154,200 payable in respect of 7,500 shares subject to


<PAGE>

     options at an exercise price of $20.56 per share, $208,100 payable in
     respect of 10,000 shares subject to options at an exercise price of $20.81
     per share, $208,800 payable in respect of 10,000 shares subject to options
     at an exercise price of $20.88 per share, $63,000 payable in respect of
     3,000 shares subject to options at an exercise price of $21.00 per share,
     and $39,293,083.75 payable in respect of 1,525,945 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      2000 Equity Incentive Plan (previously filed as Exhibit 10.8
                  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>

<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 Equity Incentive Plan (previously filed as Exhibit 10.8 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": 20547}]
{"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": "333-42402", "film-number": "680433"}, "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 EQUITY INCENTIVE 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       2,668,750 shares          $12.28-$25.75              $54,669,236.75          $14,432.68
    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 2,668,750 shares to be
     registered hereunder, 840,975, 234,530, 36,800, 7,500, 10,000, 10,000 and
     3,000 are subject to options at exercises prices of $12.28, $16.00, $18.00,
     $20.56, $20.81, $20.88 and $21.00 per share, respectively. The offering
     price for the remaining 1,525,945 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 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.
(2)  The maximum aggregate offering price consists of $10,327,173 payable in
     respect of 840,975 shares subject to options at an exercise price of $12.28
     per share, $3,752,480 payable in respect of 234,530 shares subject to
     options at an exercise price of $16.00 per share, $662,400 payable in
     respect of 36,800 shares subject to options at an exercise price of $18.00
     per share, $154,200 payable in respect of 7,500 shares subject to
options at an exercise price of $20.56 per share, $208,100 payable in
     respect of 10,000 shares subject to options at an exercise price of $20.81
     per share, $208,800 payable in respect of 10,000 shares subject to options
     at an exercise price of $20.88 per share, $63,000 payable in respect of
     3,000 shares subject to options at an exercise price of $21.00 per share,
     and $39,293,083.75 payable in respect of 1,525,945 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      2000 Equity Incentive Plan (previously filed as Exhibit 10.8
                  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
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EXHIBIT INDEX

4.1      2000 Equity Incentive Plan (previously filed as Exhibit 10.8 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