<PAGE>   1
     As filed with the Securities and Exchange Commission on March 27, 2001
                                                      Registration No. 333-_____

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

                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549


                                    FORM S-8
                             REGISTRATION STATEMENT
                                      UNDER
                           THE SECURITIES ACT OF 1933

                         FLEXTRONICS INTERNATIONAL LTD.
             (Exact Name of Registrant as Specified in Its Charter)

<TABLE>
<S>                                                          <C>
            SINGAPORE                                          NOT APPLICABLE
  (State or Other Jurisdiction                                (I.R.S. Employer
of Incorporation or Organization)                            Identification No.)
</TABLE>

     11 UBI ROAD 1, #07-01/02, MEIBAN INDUSTRIAL BUILDING, SINGAPORE 408723
                    (Address of Principal Executive Offices)


    FLEXTRONICS INTERNATIONAL LTD. 2001 NON-U.S. EMPLOYEE SHARE PURCHASE PLAN
                            (Full Title of the Plans)


                                MICHAEL E. MARKS
                      CHAIRMAN AND CHIEF EXECUTIVE OFFICER
                         FLEXTRONICS INTERNATIONAL LTD.
                            11 UBI ROAD 1, #07-01/02
                           MEIBAN INDUSTRIAL BUILDING
                                SINGAPORE 408723
                                  (65) 844-3366
 (Name, Address and Telephone Number, Including Area Code, of Agent For Service)


                                   Copies to:
<TABLE>
<S>                                                        <C>
                                                             DAVID K. MICHAELS, ESQ.
         TIMOTHY STEWART, ESQ.                                 DAVID C. OWEN, ESQ.
    FLEXTRONICS INTERNATIONAL LTD.                            ANDREW H. FELLER, ESQ.
C/O FLEXTRONICS INTERNATIONAL USA, INC.                         FENWICK & WEST LLP
          2090 FORTUNE DRIVE                                   TWO PALO ALTO SQUARE
      SAN JOSE, CALIFORNIA 95131                           PALO ALTO, CALIFORNIA 94306
</TABLE>


THIS REGISTRATION STATEMENT SHALL BECOME EFFECTIVE IMMEDIATELY UPON FILING WITH
THE SECURITIES AND EXCHANGE COMMISSION, AND SALES OF THE REGISTERED SECURITIES
WILL BEGIN AS SOON AS REASONABLY PRACTICABLE AFTER SUCH EFFECTIVE DATE.

                         CALCULATION OF REGISTRATION FEE

<TABLE>
<CAPTION>
             TITLE OF                        AMOUNT           PROPOSED MAXIMUM             PROPOSED
            SECURITIES                       TO BE             OFFERING PRICE          MAXIMUM AGGREGATE         AMOUNT OF
         TO BE REGISTERED                  REGISTERED            PER SHARE            OFFERING PRICE (2)     REGISTRATION FEE
         ----------------                  ----------            ---------            ------------------     ----------------
<S>                                         <C>                 <C>                      <C>                      <C>
Ordinary Shares, S$0.01 par value           15,000 (1)          $17.9688 (2)             $269,532.00              $67.39
</TABLE>


(1)  Represents shares available for issuance pursuant to Registrant's 2001
Non-U.S. Employee Share Purchase Plan.

(2)  Calculated solely for purposes of this offering under Rule 457(h) of the
Securities Act of 1933, as amended, on the basis of the average of the high and
low prices per Ordinary Share of Flextronics International Ltd. on March 21,
2001 as reported by the Nasdaq National Market.

<PAGE>   2

ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE.

     The following documents filed with the Securities and Exchange Commission
(the "Commission") are incorporated herein by reference:

     (a)  the Registrant's Annual Report on Form 10-K for the fiscal year ended
          March 31, 2000, as amended, filed pursuant to Section 13(a) of the
          Securities Exchange Act of 1934, as amended (the "Exchange Act"),
          which Annual Report contains audited financial statements for the
          fiscal year ended March 31, 2000;

     (b)  the Registrant's Quarterly Reports on Form 10-Q for the fiscal
          quarters ended June 30, 2000, September 30, 2000 and December 31, 2000
          filed pursuant to Section 13(a) of the Exchange Act;

     (c)  the Registrant's Current Reports on Form 8-K filed with the Commission
          on April 18, 2000, June 13, 2000, June 19, 2000, June 22, 2000, June
          27, 2000, September 15, 2000, September 20, 2000, September 20, 2000,
          November 14, 2000, January 29, 2001, February 1, 2001 and February 8,
          2001; and

     (d)  the description of the Registrant's Ordinary Shares contained in the
          Registrant's registration statement on Form 8-A filed with the
          Commission under Section 12(g) of the Exchange Act.

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

ITEM 4. DESCRIPTION OF SECURITIES.

     Not Applicable.

ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL.

     Not Applicable.

ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS.

     Article 155 of the Registrant's articles provides that, subject to the
Singapore Companies Act, every director or other officer shall be entitled to be
indemnified by Registrant against all liabilities incurred by him in the
execution and discharge of his duties or in relation thereto, including any
liability in defending any proceedings, civil or criminal, which relate to
anything done or omitted or alleged to have been done or omitted by him as an
officer or employee of Registrant and in which judgment is given in his favor,
or the proceedings otherwise disposed of without finding or admission of any
material breach of duty; in which he is acquitted; or in connection with any
application under any statute for relief from liability for any act or omission
in which relief is granted to him by the court.

     In addition, no director or other officer shall be liable for the acts,
receipts, neglects or defaults of any other director or officer, joining in any
receipt or other act for conformity, or for any loss or expense happening to
Registrant, through the insufficiency or deficiency of title to any property
acquired by order of the directors for Registrant or for the insufficiency or
deficiency of any security upon which any of the moneys of Registrant are
invested or for any loss or damage arising from the bankruptcy, insolvency or
tortious act of any person with whom any moneys, securities or effects are
deposited, or any other loss or misfortune which happens in the execution of his
duties, unless the same happens through his own negligence, willful default,
breach of duty or breach of trust.

     Section 172 of the Companies Act prohibits a company from indemnifying its
directors or officers against liability which by law would otherwise attach to
them for any negligence, default, breach of duty or breach

                                       2

<PAGE>   3

of trust of which they may be guilty relating to the company. However, a company
is not prohibited from (a) purchasing and maintaining for any such officer
insurance against any such liability except where the liability arises out of
conduct involving dishonesty or a willful breach of duty, or (b) indemnifying
such officer against any liability incurred by him in defending any proceedings,
whether civil or criminal, in which judgment is given in his favor or in which
he is acquitted, or in connection with any application in relation to liability
in which relief is granted to him by the court.

     Registrant has entered into indemnification agreements with its officers
and directors. These indemnification agreements provide Registrant's officers
and directors with indemnification to the maximum extent permitted by the
Companies Act. Registrant has also obtained a policy of directors' and officers'
liability insurance that will insure directors and officers against the cost of
defense, settlement or payment of a judgment under certain circumstances which
are permitted under the Companies Act.


ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED.

     Not Applicable.


ITEM 8. EXHIBITS.

4.1       Memorandum and New Articles of Association of the Registrant.
          (Incorporated by reference to Exhibit 3.01 of the Registrant's
          Quarterly Report on Form 10-Q for the fiscal quarter ended December
          31, 2000.

4.2       Indenture dated as of October 15, 1997 between the Registrant and
          State Street Bank and Trust Company of California, N.A., as trustee.
          (Incorporated by reference to Exhibit 10.1 of the Registrant's Current
          Report on Form 8-K for event reported on October 15, 1997.)

4.3       Credit Agreement dated as of October 27, 1999 by and among Flextronics
          International USA, Inc., the lenders named therein, ABN AMRO, as
          agent, BankBoston, N.A. as documentation agent and Bank of America,
          N.A., Banque Nationale de Paris, The Bank of Nova Scotia and Citicorp
          USA, Inc., as co-agents. (Incorporated by reference to Exhibit 10.02
          of the Registrant's Report on Form 10-Q/A for the quarterly period
          ended December 31, 1999.)

4.4       Credit Agreement dated April 3, 2000 among the Registrant and its
          subsidiaries designated under the Credit Agreement as borrowers from
          time to time, the lenders named in Schedule I to the Credit Agreement,
          ABN AMRO Bank N.V. as agent for the lenders, Fleet National Bank as
          documentation agent, Bank of America, National Association and
          Citicorp USA, Inc. as managing agents, and The Bank of Nova Scotia as
          co-agent. (Incorporated by reference to Exhibit 10.26 of the
          Registrant's Annual Report on Form 10-K for the fiscal year ended
          March 31, 2000.)

4.5       Credit Agreement dated as of April 3, 2000 among Flextronics
          International USA, Inc., The DII Group, Inc., the lenders named in
          Schedule I to the Credit Agreement, ABN AMRO Bank N.V. Gas agent for
          the lenders, Fleet National Bank, as documentation agent, Bank of
          America, National Association and Citicorp USA, Inc. as managing
          agents, and The Bank of Nova Scotia as co-agent. Certain schedules
          have been omitted. (Incorporated by reference to Exhibit 10.27 of the
          Registrant's Annual Report on Form 10-K for the fiscal year ended
          March 31, 2000.)

4.6       U.S. Dollar Indenture dated June 29, 2000 between the Registrant and
          Chase Manhattan Bank and Trust Company, N.A., as trustee.
          (Incorporated by reference to Exhibit 4.1 of the Registrant's Annual
          Report on Form 10-K for fiscal year ended March 31, 2000.)

                                       3

<PAGE>   4

4.7       Euro Indenture dated as of June 29, 2000 between Registrant and Chase
          Manhattan Bank and Trust Company, N.A., as trustee. (Incorporated by
          reference to Exhibit 4.2 of the Registrant's Annual Report on Form
          10-K for fiscal year ended March 31, 2000.)

4.8       Registrant's 2001 Non-U.S. Employee Share Purchase Plan and related
          documents.

5.1       Opinion of Allen & Gledhill.

23.1      Consent of Arthur Andersen LLP, Independent Public Accountants.

23.2      Consent of Deloitte & Touche LLP, Independent Auditors.

23.3      Consent of Allen & Gledhill (included in Exhibit 5.1).

24.1      Power of Attorney (included in the signature page of this Registration
          Statement).


ITEM 9. UNDERTAKINGS.

     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.
               Notwithstanding the foregoing, any increase or decrease in volume
               of securities offered (if the total dollar value of securities
               offered would not exceed that which was registered) and any
               deviation from the low or high end of the estimated maximum
               offering range may be reflected in the form of prospectus filed
               with the Commission pursuant to Rule 424(b) if, in the aggregate,
               the changes in volume and price represent no more than a 20
               percent change in the maximum aggregate offering price set forth
               in the "Calculation of Registration Fee" table in the effective
               Registration Statement; and

          (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 (1)(i) and (1)(ii) above do not apply if the
Registration Statement is on Form S-3, Form S-8 or Form F-3, and 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.

     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

                                       4

<PAGE>   5

(and, where applicable, each filing of an employee benefit plan's annual report
pursuant to Section 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.

     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 provisions discussed in Item 6 hereof, 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 hereby, 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.


                                       5

<PAGE>   6

                                   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 San Jose, State of California, on the 27th day of
March, 2001.

                                       FLEXTRONICS INTERNATIONAL LTD.

                                       By: /s/ Michael E. Marks
                                           -------------------------------------
                                           Michael E. Marks
                                           Chairman of the Board,
                                           Chief Executive Officer and
                                           Authorized U.S. Representative


                                POWER OF ATTORNEY

     KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature
appears below constitutes and appoints jointly and severally, Michael E. Marks
and Robert R.B. Dykes and each one of them, his attorneys-in-fact, each with the
power of substitution, for him in any and all capacities, to sign any and all
amendments to this registration statement (including any and all amendments,
including post-effective amendments), and to file the same, with exhibits
thereto and other documents in connection therewith, with the Securities and
Exchange Commission, hereby ratifying and confirming all that each of said
attorneys-in-fact, or his substitutes, may 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 below by the following persons in the
capacities and on the dates indicated.

<TABLE>
<CAPTION>
SIGNATURE                                            TITLE                                       DATE
---------                                            -----                                       ----
<S>                                         <C>                                                <C>
/s/ Michael E. Marks                        Chairman of the Board and Chief Executive          March 27, 2001
------------------------------------        Officer (principal executive officer)
    Michael E. Marks


/s/ Robert R.B. Dykes                       President, Systems Group and Chief                 March 27, 2001
------------------------------------        Financial Officer (principal financial
    Robert R.B. Dykes                       officer)


/s/ Thomas J. Smach                         Vice President, Finance                            March 27, 2001
------------------------------------        (principal accounting officer)
    Thomas J. Smach


/s/ Tsui Sung Lam                           Director                                           March 27, 2001
------------------------------------
    Tsui Sung Lam


                                            Director
------------------------------------
     Michael J. Moritz


/s/ Richard L. Sharp                        Director                                           March 27, 2001
------------------------------------
    Richard L. Sharp


                                            Director
------------------------------------
     Patrick Foley


/s/ Chuen Fah Alain Ahkong                  Director                                           March 27, 2001
------------------------------------
    Chuen Fah Alain Ahkong


/s/ Goh Thiam Poh Tommie                    Director                                           March 27, 2001
------------------------------------
    Goh Thiam Poh Tommie
</TABLE>


                                       6

<PAGE>   7



                                  EXHIBIT INDEX

<TABLE>
<CAPTION>
Exhibit
Number        Document Description
-------       --------------------
<S>      <C>
4.8      Registrant's 2001 Non-U.S. Employee Share Purchase Plan and related documents.

5.1      Opinion of Allen & Gledhill with respect to the ordinary shares being registered.

23.1     Consent of Arthur Andersen LLP, Independent Public Accountants.

23.2     Consent of Deloitte & Touche LLP, Independent Auditors.

23.3     Consent of Allen & Gledhill (included in Exhibit 5.1).

24.1     Power of Attorney (included in the signature page of this Registration Statement).
</TABLE>

                                       7
[{"type": "S-8", "sequence": "1", "filename": "f70893s-8.txt", "description": "FORM S-8", "secsgml_size_bytes": 21388}]
{"company-data": {"conformed-name": "FLEXTRONICS INTERNATIONAL LTD", "cik": "0000866374", "assigned-sic": "3672", "irs-number": "000000000", "fiscal-year-end": "0331"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-57680", "film-number": "1580568"}, "business-address": {"street1": "11 UBI ROAD 1", "street2": "#07 01 02 MEIBAN INDUSTRIAL BLDG", "city": "SINGAPORE 408723", "state": "U0", "phone": "0654495255"}, "former-company": {"former-conformed-name": "FLEX HOLDINGS PTE LTD", "date-changed": "19940201"}}
1
     As filed with the Securities and Exchange Commission on March 27, 2001
                                                      Registration No. 333-_____

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

                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                    FORM S-8
                             REGISTRATION STATEMENT
                                      UNDER
                           THE SECURITIES ACT OF 1933

                         FLEXTRONICS INTERNATIONAL LTD.
             (Exact Name of Registrant as Specified in Its Charter)
SINGAPORE                                          NOT APPLICABLE
  (State or Other Jurisdiction                                (I.R.S. Employer
of Incorporation or Organization)                            Identification No.)
11 UBI ROAD 1, #07-01/02, MEIBAN INDUSTRIAL BUILDING, SINGAPORE 408723
                    (Address of Principal Executive Offices)

    FLEXTRONICS INTERNATIONAL LTD. 2001 NON-U.S. EMPLOYEE SHARE PURCHASE PLAN
                            (Full Title of the Plans)

                                MICHAEL E. MARKS
                      CHAIRMAN AND CHIEF EXECUTIVE OFFICER
                         FLEXTRONICS INTERNATIONAL LTD.
                            11 UBI ROAD 1, #07-01/02
                           MEIBAN INDUSTRIAL BUILDING
                                SINGAPORE 408723
                                  (65) 844-3366
 (Name, Address and Telephone Number, Including Area Code, of Agent For Service)

                                   Copies to:
DAVID K. MICHAELS, ESQ.
         TIMOTHY STEWART, ESQ.                                 DAVID C. OWEN, ESQ.
    FLEXTRONICS INTERNATIONAL LTD.                            ANDREW H. FELLER, ESQ.
C/O FLEXTRONICS INTERNATIONAL USA, INC.                         FENWICK & WEST LLP
          2090 FORTUNE DRIVE                                   TWO PALO ALTO SQUARE
      SAN JOSE, CALIFORNIA 95131                           PALO ALTO, CALIFORNIA 94306
THIS REGISTRATION STATEMENT SHALL BECOME EFFECTIVE IMMEDIATELY UPON FILING WITH
THE SECURITIES AND EXCHANGE COMMISSION, AND SALES OF THE REGISTERED SECURITIES
WILL BEGIN AS SOON AS REASONABLY PRACTICABLE AFTER SUCH EFFECTIVE DATE.

                         CALCULATION OF REGISTRATION FEE
TITLE OF                        AMOUNT           PROPOSED MAXIMUM             PROPOSED
            SECURITIES                       TO BE             OFFERING PRICE          MAXIMUM AGGREGATE         AMOUNT OF
         TO BE REGISTERED                  REGISTERED            PER SHARE            OFFERING PRICE (2)     REGISTRATION FEE
         ----------------                  ----------            ---------            ------------------     ----------------
Ordinary Shares, S$0.01 par value           15,000 (1)          $17.9688 (2)             $269,532.00              $67.39
(1)  Represents shares available for issuance pursuant to Registrant's 2001
Non-U.S. Employee Share Purchase Plan.

(2)  Calculated solely for purposes of this offering under Rule 457(h) of the
Securities Act of 1933, as amended, on the basis of the average of the high and
low prices per Ordinary Share of Flextronics International Ltd. on March 21,
2001 as reported by the Nasdaq National Market.
2

ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE.

     The following documents filed with the Securities and Exchange Commission
(the "Commission") are incorporated herein by reference:

     (a)  the Registrant's Annual Report on Form 10-K for the fiscal year ended
          March 31, 2000, as amended, filed pursuant to Section 13(a) of the
          Securities Exchange Act of 1934, as amended (the "Exchange Act"),
          which Annual Report contains audited financial statements for the
          fiscal year ended March 31, 2000;

     (b)  the Registrant's Quarterly Reports on Form 10-Q for the fiscal
          quarters ended June 30, 2000, September 30, 2000 and December 31, 2000
          filed pursuant to Section 13(a) of the Exchange Act;

     (c)  the Registrant's Current Reports on Form 8-K filed with the Commission
          on April 18, 2000, June 13, 2000, June 19, 2000, June 22, 2000, June
          27, 2000, September 15, 2000, September 20, 2000, September 20, 2000,
          November 14, 2000, January 29, 2001, February 1, 2001 and February 8,
          2001; and

     (d)  the description of the Registrant's Ordinary Shares contained in the
          Registrant's registration statement on Form 8-A filed with the
          Commission under Section 12(g) of the Exchange Act.

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

ITEM 4. DESCRIPTION OF SECURITIES.

     Not Applicable.

ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL.

     Not Applicable.

ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS.

     Article 155 of the Registrant's articles provides that, subject to the
Singapore Companies Act, every director or other officer shall be entitled to be
indemnified by Registrant against all liabilities incurred by him in the
execution and discharge of his duties or in relation thereto, including any
liability in defending any proceedings, civil or criminal, which relate to
anything done or omitted or alleged to have been done or omitted by him as an
officer or employee of Registrant and in which judgment is given in his favor,
or the proceedings otherwise disposed of without finding or admission of any
material breach of duty; in which he is acquitted; or in connection with any
application under any statute for relief from liability for any act or omission
in which relief is granted to him by the court.

     In addition, no director or other officer shall be liable for the acts,
receipts, neglects or defaults of any other director or officer, joining in any
receipt or other act for conformity, or for any loss or expense happening to
Registrant, through the insufficiency or deficiency of title to any property
acquired by order of the directors for Registrant or for the insufficiency or
deficiency of any security upon which any of the moneys of Registrant are
invested or for any loss or damage arising from the bankruptcy, insolvency or
tortious act of any person with whom any moneys, securities or effects are
deposited, or any other loss or misfortune which happens in the execution of his
duties, unless the same happens through his own negligence, willful default,
breach of duty or breach of trust.

     Section 172 of the Companies Act prohibits a company from indemnifying its
directors or officers against liability which by law would otherwise attach to
them for any negligence, default, breach of duty or breach

                                       2
3

of trust of which they may be guilty relating to the company. However, a company
is not prohibited from (a) purchasing and maintaining for any such officer
insurance against any such liability except where the liability arises out of
conduct involving dishonesty or a willful breach of duty, or (b) indemnifying
such officer against any liability incurred by him in defending any proceedings,
whether civil or criminal, in which judgment is given in his favor or in which
he is acquitted, or in connection with any application in relation to liability
in which relief is granted to him by the court.

     Registrant has entered into indemnification agreements with its officers
and directors. These indemnification agreements provide Registrant's officers
and directors with indemnification to the maximum extent permitted by the
Companies Act. Registrant has also obtained a policy of directors' and officers'
liability insurance that will insure directors and officers against the cost of
defense, settlement or payment of a judgment under certain circumstances which
are permitted under the Companies Act.

ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED.

     Not Applicable.

ITEM 8. EXHIBITS.

4.1       Memorandum and New Articles of Association of the Registrant.
          (Incorporated by reference to Exhibit 3.01 of the Registrant's
          Quarterly Report on Form 10-Q for the fiscal quarter ended December
          31, 2000.

4.2       Indenture dated as of October 15, 1997 between the Registrant and
          State Street Bank and Trust Company of California, N.A., as trustee.
          (Incorporated by reference to Exhibit 10.1 of the Registrant's Current
          Report on Form 8-K for event reported on October 15, 1997.)

4.3       Credit Agreement dated as of October 27, 1999 by and among Flextronics
          International USA, Inc., the lenders named therein, ABN AMRO, as
          agent, BankBoston, N.A. as documentation agent and Bank of America,
          N.A., Banque Nationale de Paris, The Bank of Nova Scotia and Citicorp
          USA, Inc., as co-agents. (Incorporated by reference to Exhibit 10.02
          of the Registrant's Report on Form 10-Q/A for the quarterly period
          ended December 31, 1999.)

4.4       Credit Agreement dated April 3, 2000 among the Registrant and its
          subsidiaries designated under the Credit Agreement as borrowers from
          time to time, the lenders named in Schedule I to the Credit Agreement,
          ABN AMRO Bank N.V. as agent for the lenders, Fleet National Bank as
          documentation agent, Bank of America, National Association and
          Citicorp USA, Inc. as managing agents, and The Bank of Nova Scotia as
          co-agent. (Incorporated by reference to Exhibit 10.26 of the
          Registrant's Annual Report on Form 10-K for the fiscal year ended
          March 31, 2000.)

4.5       Credit Agreement dated as of April 3, 2000 among Flextronics
          International USA, Inc., The DII Group, Inc., the lenders named in
          Schedule I to the Credit Agreement, ABN AMRO Bank N.V. Gas agent for
          the lenders, Fleet National Bank, as documentation agent, Bank of
          America, National Association and Citicorp USA, Inc. as managing
          agents, and The Bank of Nova Scotia as co-agent. Certain schedules
          have been omitted. (Incorporated by reference to Exhibit 10.27 of the
          Registrant's Annual Report on Form 10-K for the fiscal year ended
          March 31, 2000.)

4.6       U.S. Dollar Indenture dated June 29, 2000 between the Registrant and
          Chase Manhattan Bank and Trust Company, N.A., as trustee.
          (Incorporated by reference to Exhibit 4.1 of the Registrant's Annual
          Report on Form 10-K for fiscal year ended March 31, 2000.)

                                       3
4

4.7       Euro Indenture dated as of June 29, 2000 between Registrant and Chase
          Manhattan Bank and Trust Company, N.A., as trustee. (Incorporated by
          reference to Exhibit 4.2 of the Registrant's Annual Report on Form
          10-K for fiscal year ended March 31, 2000.)

4.8       Registrant's 2001 Non-U.S. Employee Share Purchase Plan and related
          documents.

5.1       Opinion of Allen & Gledhill.

23.1      Consent of Arthur Andersen LLP, Independent Public Accountants.

23.2      Consent of Deloitte & Touche LLP, Independent Auditors.

23.3      Consent of Allen & Gledhill (included in Exhibit 5.1).

24.1      Power of Attorney (included in the signature page of this Registration
          Statement).

ITEM 9. UNDERTAKINGS.

     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.
               Notwithstanding the foregoing, any increase or decrease in volume
               of securities offered (if the total dollar value of securities
               offered would not exceed that which was registered) and any
               deviation from the low or high end of the estimated maximum
               offering range may be reflected in the form of prospectus filed
               with the Commission pursuant to Rule 424(b) if, in the aggregate,
               the changes in volume and price represent no more than a 20
               percent change in the maximum aggregate offering price set forth
               in the "Calculation of Registration Fee" table in the effective
               Registration Statement; and

          (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 (1)(i) and (1)(ii) above do not apply if the
Registration Statement is on Form S-3, Form S-8 or Form F-3, and 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.

     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

                                       4
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(and, where applicable, each filing of an employee benefit plan's annual report
pursuant to Section 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.

     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 provisions discussed in Item 6 hereof, 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 hereby, 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.

                                       5
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                                   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 San Jose, State of California, on the 27th day of
March, 2001.

                                       FLEXTRONICS INTERNATIONAL LTD.

                                       By: /s/ Michael E. Marks
                                           -------------------------------------
                                           Michael E. Marks
                                           Chairman of the Board,
                                           Chief Executive Officer and
                                           Authorized U.S. Representative

                                POWER OF ATTORNEY

     KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature
appears below constitutes and appoints jointly and severally, Michael E. Marks
and Robert R.B. Dykes and each one of them, his attorneys-in-fact, each with the
power of substitution, for him in any and all capacities, to sign any and all
amendments to this registration statement (including any and all amendments,
including post-effective amendments), and to file the same, with exhibits
thereto and other documents in connection therewith, with the Securities and
Exchange Commission, hereby ratifying and confirming all that each of said
attorneys-in-fact, or his substitutes, may 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 below by the following persons in the
capacities and on the dates indicated.
SIGNATURE                                            TITLE                                       DATE
---------                                            -----                                       ----
/s/ Michael E. Marks                        Chairman of the Board and Chief Executive          March 27, 2001
------------------------------------        Officer (principal executive officer)
    Michael E. Marks

/s/ Robert R.B. Dykes                       President, Systems Group and Chief                 March 27, 2001
------------------------------------        Financial Officer (principal financial
    Robert R.B. Dykes                       officer)

/s/ Thomas J. Smach                         Vice President, Finance                            March 27, 2001
------------------------------------        (principal accounting officer)
    Thomas J. Smach

/s/ Tsui Sung Lam                           Director                                           March 27, 2001
------------------------------------
    Tsui Sung Lam

                                            Director
------------------------------------
     Michael J. Moritz

/s/ Richard L. Sharp                        Director                                           March 27, 2001
------------------------------------
    Richard L. Sharp

                                            Director
------------------------------------
     Patrick Foley

/s/ Chuen Fah Alain Ahkong                  Director                                           March 27, 2001
------------------------------------
    Chuen Fah Alain Ahkong

/s/ Goh Thiam Poh Tommie                    Director                                           March 27, 2001
------------------------------------
    Goh Thiam Poh Tommie
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                                  EXHIBIT INDEX
Exhibit
Number        Document Description
-------       --------------------
4.8      Registrant's 2001 Non-U.S. Employee Share Purchase Plan and related documents.

5.1      Opinion of Allen & Gledhill with respect to the ordinary shares being registered.

23.1     Consent of Arthur Andersen LLP, Independent Public Accountants.

23.2     Consent of Deloitte & Touche LLP, Independent Auditors.

23.3     Consent of Allen & Gledhill (included in Exhibit 5.1).

24.1     Power of Attorney (included in the signature page of this Registration Statement).
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