<PAGE>   1

As filed with the Securities and Exchange Commission on February 28, 2001
                                                      Registration No. 333-_____

================================================================================

                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

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

                                    FORM S-8

                             REGISTRATION STATEMENT
                        UNDER THE SECURITIES ACT OF 1933

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

                          MARVELL TECHNOLOGY GROUP LTD.
             (Exact name of Registrant as Specified in Its Charter)

               BERMUDA                                       77-0481679
   (State or Other Jurisdiction of                        (I.R.S. Employer
   Incorporation or Organization)                        Identification No.)

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

                                 RICHMOND HOUSE,
                                    3RD FLOOR
                              12 PAR LA VILLE ROAD
                                 HAMILTON HM DX
                                     BERMUDA
                                 (441) 296-6395
               (Address, including Zip Code, and Telephone Number,
        including Area Code, of Registrant's Principal Executive Offices)

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

                          MARVELL TECHNOLOGY GROUP LTD.
                        2000 EMPLOYEE STOCK PURCHASE PLAN
                              (Full Title of Plan)

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

                                  MATTHEW GLOSS
                                 GENERAL COUNSEL
                           MARVELL SEMICONDUCTOR, INC.
                               645 ALMANOR AVENUE
                           SUNNYVALE, CALIFORNIA 94085
                                 (408) 222-2500
            (Name, Address, including Zip Code, and Telephone Number,
                   including Area Code, of Agent for Service)

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

                         CALCULATION OF REGISTRATION FEE

<TABLE>
<CAPTION>
===============================================================================================================
                                                           PROPOSED            PROPOSED
                                                           MAXIMUM              MAXIMUM
                                        AMOUNT             OFFERING            AGGREGATE            AMOUNT OF
      TITLE OF SECURITIES                TO BE              PRICE              OFFERING           REGISTRATION
        TO BE REGISTERED             REGISTERED(1)       PER SHARE(2)          PRICE(2)                FEE
---------------------------------------------------------------------------------------------------------------
<S>                                  <C>                 <C>                  <C>                 <C>
 Common Stock, $0.002 par value       500,000(3)           $20.9375           $10,468,750           $2,617.19
---------------------------------------------------------------------------------------------------------------
</TABLE>

(1)      Pursuant to Rule 416(a) of the Securities Act, this Registration
         Statement also covers shares issued pursuant to antidilution provisions
         set forth in the 2000 Employee Stock Purchase Plan.

(2)      Estimated solely for the purpose of calculating the registration fee
         pursuant to Rule 457 of the Securities Act. The proposed maximum
         offering price per share and the proposed maximum aggregate offering
         price are based upon the average of the high and low sales prices of
         the Registrant's common stock, as reported on the Nasdaq National
         Market on February 22, 2001.

(3)      1,500,000 shares are issuable under the 2000 Employee Stock Purchase
         Plan. In addition to the 500,000 shares registered hereby, 1,000,000
         shares of the Company's Common Stock issuable under the 2000 Employee
         Stock Purchase Plan were previously registered under the Registration
         Statement on Form S-8 (Registration No. 333-40154) as filed with the
         Securities and Exchange Commission on June 26, 2000.

<PAGE>   2

                                  INTRODUCTION

         This Registration Statement on Form S-8 is filed by Marvell Technology
Group Ltd., a Bermuda corporation (the "Company"), to register an additional
500,000 shares of the Company's common stock, par value $0.002 per share
("Common Stock"), issuable to eligible employees of the Company and certain
affiliates under the Marvell Technology Group Ltd. 2000 Employee Stock Purchase
Plan (the "Plan"), and consists of only those items required by General
Instruction E to Form S-8.

                                     PART I

              INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS

ITEM 1. PLAN INFORMATION.*

ITEM 2. REGISTRANT INFORMATION AND EMPLOYEE PLAN ANNUAL INFORMATION.*

*    Information required by Part I of Form S-8 to be contained in the Section
     10(a) prospectus is omitted from this Registration Statement in accordance
     with Rule 428 under the Securities Act of 1933, as amended (the "Securities
     Act"), and the Note to Part I of Form S-8.

                                     PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

         In accordance with General Instruction E to Form S-8, the contents of
the Company's Registration Statement on Form S-8 (Registration No. 333-40154)
previously filed by the Company with the Securities and Exchange Commission on
June 26, 2000, is incorporated herein by reference and made a part hereof.

ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS.

         Bermuda law permits a company to indemnify its directors and officers,
except for any act of fraud or dishonesty. Marvell has provided in its Bye-laws
that the directors and officers and the liquidators and trustees, if any, of
Marvell will be indemnified and secured harmless to the full extent permitted by
law out of the assets of Marvell from and against all actions, costs, charges,
losses, damages and expenses incurred by reason of any act done, concurred in or
omitted in or about the execution of their duties or supposed duties, or in
their respective offices or trusts, and none of them shall be answerable for the
acts, receipts, neglects or defaults of the others of them or for joining in any
receipts for the sake of conformity, or for any bankers or other persons with
whom any moneys or effects belonging to Marvell shall or may be lodged or
deposited for safe custody, or for insufficiency or deficiency of any security
upon which any moneys of or belonging to Marvell shall be placed out on or
invested, or for any other loss, misfortune or damage which may happen in the
execution of their respective offices or trusts, or in relation thereto, other
than in the case of any fraud or dishonesty. In addition, Marvell has provided
in its Bye-laws that each shareholder of Marvell agrees to waive any claim or
right of action, individually or in the right of Marvell, against any director
or officer of Marvell on account of any action taken by such director or
officer, or the failure of such director or officer to take any action, in the
performance of his duties with or for Marvell, other than with respect to any
matter involving any fraud or dishonesty on behalf of such director or officer.
Marvell's Bye-laws provide that the waiver is not applicable to claims arising
under United States federal securities laws.

         Bermuda law also permits Marvell to purchase insurance for the benefit
of its directors and officers against any liability incurred by them for the
failure to exercise the requisite care, diligence and skill in the exercise of
their powers and the discharge of their duties, or indemnifying them in respect
of any loss arising or liability incurred by them by reason of negligence,
default, breach of duty or breach of trust. Marvell has indemnification
insurance for its officers and directors.


                                       2
<PAGE>   3

ITEM 8. EXHIBITS.

 Exhibit No.      Description
 -----------      -----------

     5.1          Opinion of Conyers Dill & Pearman.

    23.1          Consent of PricewaterhouseCoopers LLP, independent
                  accountants.

    23.2          Consent of Conyers Dill & Pearman (contained in Exhibit 5.1
                  hereto).

    24.1          Power of Attorney (contained on signature page hereto).


                                       3
<PAGE>   4

                                   SIGNATURES

         Pursuant to the requirements of the Securities Act, the Company
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 Sunnyvale, State of California, on February 22, 2001.

                                       MARVELL TECHNOLOGY GROUP LTD.


                                       By: \s\ Sehat Sutardja
                                           -------------------------------------
                                           Sehat Sutardja
                                           President and Chief Executive Officer



                                POWER OF ATTORNEY

         Each person whose signature appears below constitutes and appoints
SEHAT SUTARDJA and GEORGE HERVEY his or her true and lawful attorneys-in-fact
and agents, each acting alone, with full powers 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 and to file the same, with all
exhibits thereto, and other documents in connection therewith, with the
Commission, granting unto said attorneys-in-fact and agents, each acting alone,
full power and authority to do and perform each and every act and thing
requisite and necessary to be done in and about the premises, as full 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, each acting alone, or
his or her substitute or substitutes, may lawfully do or cause to be done by
virtue hereof.

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

<TABLE>
<CAPTION>
    NAME AND SIGNATURE                               TITLE                                   DATE
    ------------------                               -----                                   ----
<S>                                         <C>                                         <C>

\s\ Sehat Sutardja                          Co-Chairman of the Board, President,        February 22, 2001
------------------------------------        and Chief Executive Officer
Sehat Sutardja                              (Principal Executive Officer)


\s\ George Hervey                           Vice President of Finance and               February 22, 2001
------------------------------------        Chief Financial Officer (Principal
George Hervey                               Financial and Accounting Officer)


\s\ Weili Dai                               Executive Vice President,                   February 22, 2001
------------------------------------        Secretary and Director
Weili Dai


\s\ Pantas Sutardja                         Vice President and Director                 February 22, 2001
------------------------------------
Pantas Sutardja
</TABLE>


                                       4
<PAGE>   5

<TABLE>
<S>                                         <C>                                         <C>

                                            Co-Chairman of the Board                    February __, 2001
------------------------------------
Diosdado P. Banatao


\s\ Herbert Chang                           Director                                    February 22, 2001
------------------------------------
Herbert Chang


\s\ John M. Cioffi                          Director                                    February 23, 2001
------------------------------------
John M. Cioffi


\s\ Paul R. Gray                            Director                                    February 22, 2001
------------------------------------
Paul R. Gray


\s\ Ron Verdoorn                            Director                                    February 22, 2001
------------------------------------
Ron Verdoorn


                                            Director                                    February __, 2001
------------------------------------
Avigdor Willenz


                                            Director                                    February __, 2001
------------------------------------
Manuel Alba
</TABLE>


                                       5
<PAGE>   6

                                  EXHIBIT INDEX

 Exhibit No.      Description
 -----------      -----------

     5.1          Opinion of Conyers Dill & Pearman.

    23.1          Consent of PricewaterhouseCoopers LLP, independent
                  accountants.

    23.2          Consent of Conyers Dill & Pearman (contained in Exhibit 5.1
                  hereto).

    24.1          Power of Attorney (contained on signature page hereto).
[{"type": "S-8", "sequence": "1", "filename": "a70007s-8.txt", "description": "S-8", "secsgml_size_bytes": 13841}]
{"company-data": {"conformed-name": "MARVELL TECHNOLOGY GROUP LTD", "cik": "0001058057", "assigned-sic": "3674", "irs-number": "770481679", "state-of-incorporation": "D0", "fiscal-year-end": "0131"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-56322", "film-number": "1557215"}, "business-address": {"street1": "2 CHURCH STREET CLARENDON HOUSE", "street2": "P O BOX HM 1022", "city": "HAMILTON HM DX BERMU", "state": "D0", "phone": "4412994985"}}
1

As filed with the Securities and Exchange Commission on February 28, 2001
                                                      Registration No. 333-_____

================================================================================

                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

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

                                    FORM S-8

                             REGISTRATION STATEMENT
                        UNDER THE SECURITIES ACT OF 1933

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

                          MARVELL TECHNOLOGY GROUP LTD.
             (Exact name of Registrant as Specified in Its Charter)

               BERMUDA                                       77-0481679
   (State or Other Jurisdiction of                        (I.R.S. Employer
   Incorporation or Organization)                        Identification No.)

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

                                 RICHMOND HOUSE,
                                    3RD FLOOR
                              12 PAR LA VILLE ROAD
                                 HAMILTON HM DX
                                     BERMUDA
                                 (441) 296-6395
               (Address, including Zip Code, and Telephone Number,
        including Area Code, of Registrant's Principal Executive Offices)

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

                          MARVELL TECHNOLOGY GROUP LTD.
                        2000 EMPLOYEE STOCK PURCHASE PLAN
                              (Full Title of Plan)

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

                                  MATTHEW GLOSS
                                 GENERAL COUNSEL
                           MARVELL SEMICONDUCTOR, INC.
                               645 ALMANOR AVENUE
                           SUNNYVALE, CALIFORNIA 94085
                                 (408) 222-2500
            (Name, Address, including Zip Code, and Telephone Number,
                   including Area Code, of Agent for Service)

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

                         CALCULATION OF REGISTRATION FEE
===============================================================================================================
                                                           PROPOSED            PROPOSED
                                                           MAXIMUM              MAXIMUM
                                        AMOUNT             OFFERING            AGGREGATE            AMOUNT OF
      TITLE OF SECURITIES                TO BE              PRICE              OFFERING           REGISTRATION
        TO BE REGISTERED             REGISTERED(1)       PER SHARE(2)          PRICE(2)                FEE
---------------------------------------------------------------------------------------------------------------
Common Stock, $0.002 par value       500,000(3)           $20.9375           $10,468,750           $2,617.19
---------------------------------------------------------------------------------------------------------------
(1)      Pursuant to Rule 416(a) of the Securities Act, this Registration
         Statement also covers shares issued pursuant to antidilution provisions
         set forth in the 2000 Employee Stock Purchase Plan.

(2)      Estimated solely for the purpose of calculating the registration fee
         pursuant to Rule 457 of the Securities Act. The proposed maximum
         offering price per share and the proposed maximum aggregate offering
         price are based upon the average of the high and low sales prices of
         the Registrant's common stock, as reported on the Nasdaq National
         Market on February 22, 2001.

(3)      1,500,000 shares are issuable under the 2000 Employee Stock Purchase
         Plan. In addition to the 500,000 shares registered hereby, 1,000,000
         shares of the Company's Common Stock issuable under the 2000 Employee
         Stock Purchase Plan were previously registered under the Registration
         Statement on Form S-8 (Registration No. 333-40154) as filed with the
         Securities and Exchange Commission on June 26, 2000.
2

                                  INTRODUCTION

         This Registration Statement on Form S-8 is filed by Marvell Technology
Group Ltd., a Bermuda corporation (the "Company"), to register an additional
500,000 shares of the Company's common stock, par value $0.002 per share
("Common Stock"), issuable to eligible employees of the Company and certain
affiliates under the Marvell Technology Group Ltd. 2000 Employee Stock Purchase
Plan (the "Plan"), and consists of only those items required by General
Instruction E to Form S-8.

                                     PART I

              INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS

ITEM 1. PLAN INFORMATION.*

ITEM 2. REGISTRANT INFORMATION AND EMPLOYEE PLAN ANNUAL INFORMATION.*

*    Information required by Part I of Form S-8 to be contained in the Section
     10(a) prospectus is omitted from this Registration Statement in accordance
     with Rule 428 under the Securities Act of 1933, as amended (the "Securities
     Act"), and the Note to Part I of Form S-8.

                                     PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

         In accordance with General Instruction E to Form S-8, the contents of
the Company's Registration Statement on Form S-8 (Registration No. 333-40154)
previously filed by the Company with the Securities and Exchange Commission on
June 26, 2000, is incorporated herein by reference and made a part hereof.

ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS.

         Bermuda law permits a company to indemnify its directors and officers,
except for any act of fraud or dishonesty. Marvell has provided in its Bye-laws
that the directors and officers and the liquidators and trustees, if any, of
Marvell will be indemnified and secured harmless to the full extent permitted by
law out of the assets of Marvell from and against all actions, costs, charges,
losses, damages and expenses incurred by reason of any act done, concurred in or
omitted in or about the execution of their duties or supposed duties, or in
their respective offices or trusts, and none of them shall be answerable for the
acts, receipts, neglects or defaults of the others of them or for joining in any
receipts for the sake of conformity, or for any bankers or other persons with
whom any moneys or effects belonging to Marvell shall or may be lodged or
deposited for safe custody, or for insufficiency or deficiency of any security
upon which any moneys of or belonging to Marvell shall be placed out on or
invested, or for any other loss, misfortune or damage which may happen in the
execution of their respective offices or trusts, or in relation thereto, other
than in the case of any fraud or dishonesty. In addition, Marvell has provided
in its Bye-laws that each shareholder of Marvell agrees to waive any claim or
right of action, individually or in the right of Marvell, against any director
or officer of Marvell on account of any action taken by such director or
officer, or the failure of such director or officer to take any action, in the
performance of his duties with or for Marvell, other than with respect to any
matter involving any fraud or dishonesty on behalf of such director or officer.
Marvell's Bye-laws provide that the waiver is not applicable to claims arising
under United States federal securities laws.

         Bermuda law also permits Marvell to purchase insurance for the benefit
of its directors and officers against any liability incurred by them for the
failure to exercise the requisite care, diligence and skill in the exercise of
their powers and the discharge of their duties, or indemnifying them in respect
of any loss arising or liability incurred by them by reason of negligence,
default, breach of duty or breach of trust. Marvell has indemnification
insurance for its officers and directors.

                                       2
3

ITEM 8. EXHIBITS.

 Exhibit No.      Description
 -----------      -----------

     5.1          Opinion of Conyers Dill & Pearman.

    23.1          Consent of PricewaterhouseCoopers LLP, independent
                  accountants.

    23.2          Consent of Conyers Dill & Pearman (contained in Exhibit 5.1
                  hereto).

    24.1          Power of Attorney (contained on signature page hereto).

                                       3
4

                                   SIGNATURES

         Pursuant to the requirements of the Securities Act, the Company
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 Sunnyvale, State of California, on February 22, 2001.

                                       MARVELL TECHNOLOGY GROUP LTD.

                                       By: \s\ Sehat Sutardja
                                           -------------------------------------
                                           Sehat Sutardja
                                           President and Chief Executive Officer

                                POWER OF ATTORNEY

         Each person whose signature appears below constitutes and appoints
SEHAT SUTARDJA and GEORGE HERVEY his or her true and lawful attorneys-in-fact
and agents, each acting alone, with full powers 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 and to file the same, with all
exhibits thereto, and other documents in connection therewith, with the
Commission, granting unto said attorneys-in-fact and agents, each acting alone,
full power and authority to do and perform each and every act and thing
requisite and necessary to be done in and about the premises, as full 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, each acting alone, or
his or her substitute or substitutes, may lawfully do or cause to be done by
virtue hereof.

         Pursuant to the requirements of the Securities Act, this Registration
Statement has been signed by the following persons in the capacities and on the
dates indicated.
NAME AND SIGNATURE                               TITLE                                   DATE
    ------------------                               -----                                   ----
\s\ Sehat Sutardja                          Co-Chairman of the Board, President,        February 22, 2001
------------------------------------        and Chief Executive Officer
Sehat Sutardja                              (Principal Executive Officer)

\s\ George Hervey                           Vice President of Finance and               February 22, 2001
------------------------------------        Chief Financial Officer (Principal
George Hervey                               Financial and Accounting Officer)

\s\ Weili Dai                               Executive Vice President,                   February 22, 2001
------------------------------------        Secretary and Director
Weili Dai

\s\ Pantas Sutardja                         Vice President and Director                 February 22, 2001
------------------------------------
Pantas Sutardja
4
5
Co-Chairman of the Board                    February __, 2001
------------------------------------
Diosdado P. Banatao

\s\ Herbert Chang                           Director                                    February 22, 2001
------------------------------------
Herbert Chang

\s\ John M. Cioffi                          Director                                    February 23, 2001
------------------------------------
John M. Cioffi

\s\ Paul R. Gray                            Director                                    February 22, 2001
------------------------------------
Paul R. Gray

\s\ Ron Verdoorn                            Director                                    February 22, 2001
------------------------------------
Ron Verdoorn

                                            Director                                    February __, 2001
------------------------------------
Avigdor Willenz

                                            Director                                    February __, 2001
------------------------------------
Manuel Alba
5
6

                                  EXHIBIT INDEX

 Exhibit No.      Description
 -----------      -----------

     5.1          Opinion of Conyers Dill & Pearman.

    23.1          Consent of PricewaterhouseCoopers LLP, independent
                  accountants.

    23.2          Consent of Conyers Dill & Pearman (contained in Exhibit 5.1
                  hereto).

    24.1          Power of Attorney (contained on signature page hereto).