As filed with the Securities and Exchange Commission on January 22, 1999

                                                 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.)

     514 Chai Chee Lane #04-13, 1 Bedok Industrial Estate, Singapore 469029
                    (Address of Principal Executive Offices)

                         Flextronics International Ltd.
                             1993 Share Option Plan
                            1998 Interim Option Plan
                            1999 Interim Option Plan
                            (Full Title of the Plans)

                                Michael E. Marks
                      Chairman and Chief Executive Officer
                         Flextronics International Ltd.
                     2090 Fortune Drive, San Jose, CA 95131
                                 (408) 428-1300
            (Name, Address and Telephone Number of Agent For Service)


                                   Copies to:

                            Gordon K. Davidson, Esq.
                             David K. Michaels, Esq.
                                Tram T. Phi, Esq.
                               Fenwick & West LLP
                              Two Palo Alto Square
                           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

<TABLE>
<CAPTION>
                Title of                        Amount           Proposed Maximum             Proposed
               Securities                       to be             Offering Price          Maximum Aggregate         Amount of
            to be Registered                Registered(1)          Per Share(3)           Offering Price(3)     Registration Fee
            ----------------                -------------          ------------           -----------------     ----------------
<S>                                          <C>                     <C>                     <C>                   <C>
Ordinary Shares, S$0.01 par value:           7,200,000(2)            $45.125                 $324,900,000          $90,322.20
1993 Share Option Plan

Ordinary Shares, S$0.01 par value:             800,000               $45.125                 $ 36,100,000          $10,035.80
1998 Interim Option Plan

Ordinary Shares, S$0.01 par value:           1,300,000               $45.125                 $ 58,662,500          $16,308.18
1999 Interim Option Plan
</TABLE>

(1)  Reflects a two-for-one  stock split of the Ordinary  Shares of  Flextronics
     International  Ltd.  effected  in the  form of a  one-for-one  bonus  issue
     (equivalent to a stock dividend).

(2)  Represents  additional  shares available for issuance under the Flextronics
     International Ltd. 1993 Share Option Plan. Pursuant to Rule 429 promulgated
     under the Securities Act of 1933, as amended (the  "Securities  Act"),  the
     prospectuses  relating to this  Registration  Statement  also relate to the
     shares  registered under Form S-8 Registration  Statement Nos. 33-99924 and
     333-42255.  A total of  5,200,000  shares  issuable  under the  Flextronics
     International  Ltd. 1993 Share Option Plan have  previously been registered
     under the Securities Act.

(3)  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
     January 20, 1999 as reported by the Nasdaq National Market.

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



<PAGE>

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, 1998,  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, 1998;

     (b)  The  Registrant's  Quarterly Report on Form 10-Q for the quarter ended
          June 26, 1998 filed pursuant to Section 13(a) of the Exchange Act; and
          the  Registrant's  Quarterly Report on Form 10-Q for the quarter ended
          September  25, 1998 filed  pursuant to Section  13(a) of the  Exchange
          Act;

     (c)  All other reports filed by the Registrant pursuant to Section 13(a) or
          15(d) of the Exchange Act since March 31, 1998; 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 of  Association  provides  that,
subject to the Singapore Companies Act, every Director or other officer shall be
entitled to be indemnified by the 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 the  Registrant  and (i) in which  judgment is
given in his favor (or the proceedings  otherwise disposed of without finding or
admission  of any  material  breach of duty),  (ii) in which he is  acquitted or
(iii) in  connection  with any  application  under any  statute  for relief from
liability  in respect of any such act or omission in which  relief is granted to
him by the court and further,  that no Director or other officer shall be liable
for the acts, receipts, neglects or defaults of any other Director or officer or
for  joining  in any  receipt  or other  act for  conformity  or for any loss or
expense  happening to the Registrant  through the insufficiency or deficiency of
title to any property  acquired by order of the Directors for the  Registrant or
for the insufficiency or deficiency of any security upon which any of the moneys
of the  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 for any other loss or misfortune 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 in  respect  of any
negligence,  default,  breach of duty or  breach  of trust of which  they may be
guilty in  relation  to the  Registrant,  except to the extent  permitted  under
Article 155 of the Registrant's Articles of Association,  and any such indemnity
is void and  unenforceable.  The  Registrant  has entered  into  Indemnification
Agreements with its officers and directors that



<PAGE>

provide the  Registrant's  officers and directors  with  indemnification  to the
maximum extent permitted by the Companies Act.

Item 7.   Exemption from Registration Claimed.

          Not Applicable.


Item 8.   Exhibits.

4.1       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 the event reported on October 15, 1997.)

4.2       Revolving  Credit and Term Loan  Agreement  dated as of March 27, 1997
          among the Registrant, The First National Bank of Boston, as Agent, and
          the other lending  institutions listed on Schedule 1 attached thereto.
          The Registrant agrees to furnish a copy of the omitted schedule to the
          Commission upon request. (Incorporated by reference to Exhibit 5(a) of
          the Registrant's  Current Report on Form 8-K for the event reported on
          March 27, 1997.)

4.3       Revolving   Credit   Agreement  dated  as  of  March  27,  1997  among
          Flextronics  International  USA,  Inc.,  The  First  National  Bank of
          Boston,  as  Agent,  and the  other  lending  institutions  listed  on
          Schedule 1 attached  thereto.  The Registrant agrees to furnish a copy
          of the omitted schedule to the Commission upon request.  (Incorporated
          by  reference to Exhibit 5(b) of the  Registrant's  Current  Report on
          Form 8-K for the event reported on March 27, 1997.)

4.4       1993 Share Option Plan.  (Incorporated by reference to Exhibit 10.2 of
          the Registrant's registration statement on Form S-1, No. 33-74622.)

4.5       1998 Interim Option Plan.

4.6       1999 Interim Option Plan.

5.1       Opinion and Consent of Allen & Gledhill.

23.1      Consent of Independent Auditors - Arthur Andersen LLP.

23.2      Consent of Independent Auditors - Moore Stephens.

24.1      Power of Attorney.  Reference  is made to page 5 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



<PAGE>

                    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
of 1934 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 (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.



<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 San Jose,  State of  California,  on the 22nd day of
January, 1999.

                                                 FLEXTRONICS INTERNATIONAL LTD.

                                                 By: /s/ MICHAEL E. MARKS
                                                     ---------------------------
                                                     Michael E. Marks
                                                     Chairman of the Board
                                                     and Chief Executive Officer

                                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 on behalf
of the Registrant and 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         January 22, 1999
------------------------------------        Officer (principal executive officer)

/s/ TSUI SUNG LAM                           President, Asia Pacific Operations and Director    January 22, 1999
------------------------------------

/s/ ROBERT R.B. DYKES                       Senior Vice President of Finance and               January 22, 1999
------------------------------------        Administration (principal financial
                                            and accounting officer)

/s/ STEPHEN J.L. REES                       Director                                           January 22, 1999
------------------------------------

/s/ MICHAEL J. MORITZ                       Director                                           January 22, 1999
------------------------------------

/s/ RICHARD L. SHARP                        Director                                           January 22, 1999
------------------------------------

/s/ PATRICK FOLEY                           Director                                           January 22, 1999
------------------------------------

/s/ ALAIN AHKONG                            Director                                           January 22, 1999
------------------------------------

/s/ SHING LEONG HUI                         Director                                           January 22, 1999
------------------------------------
</TABLE>



<PAGE>

                                  EXHIBIT INDEX

Exhibit
Number    Document Description
------    --------------------

4.1       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 the event reported on October 15, 1997.)

4.2       Revolving  Credit and Term Loan  Agreement  dated as of March 27, 1997
          among the Registrant, The First National Bank of Boston, as Agent, and
          the other lending  institutions listed on Schedule 1 attached thereto.
          The Registrant agrees to furnish a copy of the omitted schedule to the
          Commission upon request. (Incorporated by reference to Exhibit 5(a) of
          the Registrant's  Current Report on Form 8-K for the event reported on
          March 27, 1997.)

4.3       Revolving   Credit   Agreement  dated  as  of  March  27,  1997  among
          Flextronics  International  USA,  Inc.,  The  First  National  Bank of
          Boston,  as  Agent,  and the  other  lending  institutions  listed  on
          Schedule 1 attached  thereto.  The Registrant agrees to furnish a copy
          of the omitted schedule to the Commission upon request.  (Incorporated
          by  reference to Exhibit 5(b) of the  Registrant's  Current  Report on
          Form 8-K for the event reported on March 27, 1997.)

4.4       1993 Share Option Plan.  (Incorporated by reference to Exhibit 10.2 of
          the Registrant's registration statement on Form S-1, No. 33-74622.)

4.5       1998 Interim Option Plan.

4.6       1999 Interim Option Plan.

5.1       Opinion and Consent of Allen & Gledhill.

23.1      Consent of Independent Auditors - Arthur Andersen LLP.

23.2      Consent of Independent Auditors - Moore Stephens.

24.1      Power of Attorney.  Reference  is made to page 5 of this  Registration
          Statement.
[{"type": "S-8", "sequence": "1", "description": "REGISTRATION STATEMENT", "secsgml_size_bytes": 21689}]
{"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": "333-71049", "film-number": "99511579"}, "business-address": {"street1": "BLK 514 CHAI CHEE LANE #04-13", "street2": "BODEK INDUSTRIAL ESTATE REPUBLIC OF SING", "city": "SINGAPORE 1646", "state": "U0", "phone": "0654495255"}, "former-company": {"former-conformed-name": "FLEX HOLDINGS PTE LTD", "date-changed": "19940201"}}
As filed with the Securities and Exchange Commission on January 22, 1999

                                                 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.)

     514 Chai Chee Lane #04-13, 1 Bedok Industrial Estate, Singapore 469029
                    (Address of Principal Executive Offices)

                         Flextronics International Ltd.
                             1993 Share Option Plan
                            1998 Interim Option Plan
                            1999 Interim Option Plan
                            (Full Title of the Plans)

                                Michael E. Marks
                      Chairman and Chief Executive Officer
                         Flextronics International Ltd.
                     2090 Fortune Drive, San Jose, CA 95131
                                 (408) 428-1300
            (Name, Address and Telephone Number of Agent For Service)

                                   Copies to:

                            Gordon K. Davidson, Esq.
                             David K. Michaels, Esq.
                                Tram T. Phi, Esq.
                               Fenwick & West LLP
                              Two Palo Alto Square
                           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(1)          Per Share(3)           Offering Price(3)     Registration Fee
            ----------------                -------------          ------------           -----------------     ----------------
Ordinary Shares, S$0.01 par value:           7,200,000(2)            $45.125                 $324,900,000          $90,322.20
1993 Share Option Plan

Ordinary Shares, S$0.01 par value:             800,000               $45.125                 $ 36,100,000          $10,035.80
1998 Interim Option Plan

Ordinary Shares, S$0.01 par value:           1,300,000               $45.125                 $ 58,662,500          $16,308.18
1999 Interim Option Plan
(1)  Reflects a two-for-one  stock split of the Ordinary  Shares of  Flextronics
     International  Ltd.  effected  in the  form of a  one-for-one  bonus  issue
     (equivalent to a stock dividend).

(2)  Represents  additional  shares available for issuance under the Flextronics
     International Ltd. 1993 Share Option Plan. Pursuant to Rule 429 promulgated
     under the Securities Act of 1933, as amended (the  "Securities  Act"),  the
     prospectuses  relating to this  Registration  Statement  also relate to the
     shares  registered under Form S-8 Registration  Statement Nos. 33-99924 and
     333-42255.  A total of  5,200,000  shares  issuable  under the  Flextronics
     International  Ltd. 1993 Share Option Plan have  previously been registered
     under the Securities Act.

(3)  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
     January 20, 1999 as reported by the Nasdaq National Market.

--------------------------------------------------------------------------------
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, 1998,  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, 1998;

     (b)  The  Registrant's  Quarterly Report on Form 10-Q for the quarter ended
          June 26, 1998 filed pursuant to Section 13(a) of the Exchange Act; and
          the  Registrant's  Quarterly Report on Form 10-Q for the quarter ended
          September  25, 1998 filed  pursuant to Section  13(a) of the  Exchange
          Act;

     (c)  All other reports filed by the Registrant pursuant to Section 13(a) or
          15(d) of the Exchange Act since March 31, 1998; 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 of  Association  provides  that,
subject to the Singapore Companies Act, every Director or other officer shall be
entitled to be indemnified by the 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 the  Registrant  and (i) in which  judgment is
given in his favor (or the proceedings  otherwise disposed of without finding or
admission  of any  material  breach of duty),  (ii) in which he is  acquitted or
(iii) in  connection  with any  application  under any  statute  for relief from
liability  in respect of any such act or omission in which  relief is granted to
him by the court and further,  that no Director or other officer shall be liable
for the acts, receipts, neglects or defaults of any other Director or officer or
for  joining  in any  receipt  or other  act for  conformity  or for any loss or
expense  happening to the Registrant  through the insufficiency or deficiency of
title to any property  acquired by order of the Directors for the  Registrant or
for the insufficiency or deficiency of any security upon which any of the moneys
of the  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 for any other loss or misfortune 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 in  respect  of any
negligence,  default,  breach of duty or  breach  of trust of which  they may be
guilty in  relation  to the  Registrant,  except to the extent  permitted  under
Article 155 of the Registrant's Articles of Association,  and any such indemnity
is void and  unenforceable.  The  Registrant  has entered  into  Indemnification
Agreements with its officers and directors that
provide the  Registrant's  officers and directors  with  indemnification  to the
maximum extent permitted by the Companies Act.

Item 7.   Exemption from Registration Claimed.

          Not Applicable.

Item 8.   Exhibits.

4.1       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 the event reported on October 15, 1997.)

4.2       Revolving  Credit and Term Loan  Agreement  dated as of March 27, 1997
          among the Registrant, The First National Bank of Boston, as Agent, and
          the other lending  institutions listed on Schedule 1 attached thereto.
          The Registrant agrees to furnish a copy of the omitted schedule to the
          Commission upon request. (Incorporated by reference to Exhibit 5(a) of
          the Registrant's  Current Report on Form 8-K for the event reported on
          March 27, 1997.)

4.3       Revolving   Credit   Agreement  dated  as  of  March  27,  1997  among
          Flextronics  International  USA,  Inc.,  The  First  National  Bank of
          Boston,  as  Agent,  and the  other  lending  institutions  listed  on
          Schedule 1 attached  thereto.  The Registrant agrees to furnish a copy
          of the omitted schedule to the Commission upon request.  (Incorporated
          by  reference to Exhibit 5(b) of the  Registrant's  Current  Report on
          Form 8-K for the event reported on March 27, 1997.)

4.4       1993 Share Option Plan.  (Incorporated by reference to Exhibit 10.2 of
          the Registrant's registration statement on Form S-1, No. 33-74622.)

4.5       1998 Interim Option Plan.

4.6       1999 Interim Option Plan.

5.1       Opinion and Consent of Allen & Gledhill.

23.1      Consent of Independent Auditors - Arthur Andersen LLP.

23.2      Consent of Independent Auditors - Moore Stephens.

24.1      Power of Attorney.  Reference  is made to page 5 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
of 1934 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 (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.
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 22nd day of
January, 1999.

                                                 FLEXTRONICS INTERNATIONAL LTD.

                                                 By: /s/ MICHAEL E. MARKS
                                                     ---------------------------
                                                     Michael E. Marks
                                                     Chairman of the Board
                                                     and Chief Executive Officer

                                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 on behalf
of the Registrant and in the capacities and on the dates indicated.
SIGNATURE                                            TITLE                                       DATE
---------                                            -----                                       ----
/s/ MICHAEL E. MARKS                        Chairman of the Board, and Chief Executive         January 22, 1999
------------------------------------        Officer (principal executive officer)

/s/ TSUI SUNG LAM                           President, Asia Pacific Operations and Director    January 22, 1999
------------------------------------

/s/ ROBERT R.B. DYKES                       Senior Vice President of Finance and               January 22, 1999
------------------------------------        Administration (principal financial
                                            and accounting officer)

/s/ STEPHEN J.L. REES                       Director                                           January 22, 1999
------------------------------------

/s/ MICHAEL J. MORITZ                       Director                                           January 22, 1999
------------------------------------

/s/ RICHARD L. SHARP                        Director                                           January 22, 1999
------------------------------------

/s/ PATRICK FOLEY                           Director                                           January 22, 1999
------------------------------------

/s/ ALAIN AHKONG                            Director                                           January 22, 1999
------------------------------------

/s/ SHING LEONG HUI                         Director                                           January 22, 1999
------------------------------------
EXHIBIT INDEX

Exhibit
Number    Document Description
------    --------------------

4.1       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 the event reported on October 15, 1997.)

4.2       Revolving  Credit and Term Loan  Agreement  dated as of March 27, 1997
          among the Registrant, The First National Bank of Boston, as Agent, and
          the other lending  institutions listed on Schedule 1 attached thereto.
          The Registrant agrees to furnish a copy of the omitted schedule to the
          Commission upon request. (Incorporated by reference to Exhibit 5(a) of
          the Registrant's  Current Report on Form 8-K for the event reported on
          March 27, 1997.)

4.3       Revolving   Credit   Agreement  dated  as  of  March  27,  1997  among
          Flextronics  International  USA,  Inc.,  The  First  National  Bank of
          Boston,  as  Agent,  and the  other  lending  institutions  listed  on
          Schedule 1 attached  thereto.  The Registrant agrees to furnish a copy
          of the omitted schedule to the Commission upon request.  (Incorporated
          by  reference to Exhibit 5(b) of the  Registrant's  Current  Report on
          Form 8-K for the event reported on March 27, 1997.)

4.4       1993 Share Option Plan.  (Incorporated by reference to Exhibit 10.2 of
          the Registrant's registration statement on Form S-1, No. 33-74622.)

4.5       1998 Interim Option Plan.

4.6       1999 Interim Option Plan.

5.1       Opinion and Consent of Allen & Gledhill.

23.1      Consent of Independent Auditors - Arthur Andersen LLP.

23.2      Consent of Independent Auditors - Moore Stephens.

24.1      Power of Attorney.  Reference  is made to page 5 of this  Registration
          Statement.