AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON JANUARY 23, 2001

                                                        REGISTRATION NO. 333-
================================================================================


                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549


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

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

                           BENCHMARK ELECTRONICS, INC.
             (Exact name of registrant as specified in its charter)

                   TEXAS
    (State or other jurisdiction of                      74-2211011
     incorporation or organization)                  (I.R.S. Employer
                                                    Identification No.)
          3000 TECHNOLOGY DRIVE
              ANGLETON, TEXAS                              77515
(Address of principal executive offices)                 (Zip Code)


                           BENCHMARK ELECTRONICS, INC.
                             2000 STOCK AWARDS PLAN
                              (Full title of plan)


              CARY T. FU                                 COPIES TO:
       EXECUTIVE VICE PRESIDENT                       JOHN R. BRANTLEY
      BENCHMARK ELECTRONICS, INC.               BRACEWELL & PATTERSON, L.L.P.
         3000 TECHNOLOGY DRIVE                   SOUTH TOWER PENNZOIL PLACE
         ANGLETON, TEXAS 77515                711 LOUISIANA STREET, SUITE 2900
(Name and address of agent for service)           HOUSTON, TEXAS 77002-2781
                                                       (713) 221-1301
            (979) 849-6550                           FAX: (713) 221-2112
  (Telephone number, including
area code, of agent for service)

                         CALCULATION OF REGISTRATION FEE
================================================================================
                                       Proposed      Proposed
      Title Of            Amount       Maximum       Maximum
     Securities            To Be       Offering     Aggregate      Amount Of
       To Be             Registered   Price Per      Offering     Registration
     Registered             (1)         Share       Price (2)         Fee
--------------------------------------------------------------------------------
 Common Stock, par       2,000,000    $34.04(2)    $59,336,489      $14,834
  value $0.10 per share    shares
================================================================================
(1)   Pursuant to Rule 457(h)(1) this registration fee is calculated with
      respect to the maximum number of the registrant's securities issuable
      under the Benchmark Electronics, Inc. 2000 Stock Awards Plan (the "Plan").
      In addition, pursuant to Rule 416(c) under the Securities Act of 1933,
      this registration statement also covers an indeterminate amount of
      interests to be offered or sold pursuant to the Plan.

(2)   Estimated, pursuant to Rule 457(h), solely for the purpose of calculating
      the registration fee, as follows: (a) the registration fee for the
      1,849,500 shares not presently subject to awards under the Plan was
      calculated by reference to the average of the high and low sale prices of
      the common stock on The New York Stock Exchange on January 22, 2001, which
      was $29.3125, for a total maximum offering price for such 1,849,500 shares
      of $54,213,469; and (b) the registration fee for the 150,500 shares
      presently subject to awards under the Plan was calculated by reference to
      the average price per share at which each award is exercisable, which is
      $34.04 for a total maximum offering price for such 150,500 shares of
      $5,123,020.
<PAGE>
                                     PART I


              INFORMATION REQUIRED IN THE SECTION 10(A) PROSPECTUS

ITEM 1. PLAN INFORMATION.*

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

*   The information required by Items 1 and 2 of Part I of Form S-8 is omitted
    from this Registration Statement in accordance with the Note to Part I of
    Form S-8 and Rule 428 promulgated under the Securities Act of 1933, as
    amended (the "Securities Act").
<PAGE>
                                    PART II

              INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE.

    Benchmark Electronics, Inc., a Texas corporation (the "Company"), hereby
incorporates by reference into this registration statement (the "Registration
Statement"):

    o   Our Annual Report on Form 10-K for the year ended December 31, 1999
        (excluding Exhibit 99.1, which has been superseded by our Current Report
        on Form 8-K filed June 2, 2000), as amended by Form 10-K/A filed on July
        13, 2000;

    o   Our Quarterly Report on Form 10-Q for the quarter ended March 31, 2000;

    o   Our Quarterly Report on Form 10-Q for the quarter ended June 30, 2000;

    o   Our Quarterly Report on Form 10-Q for the quarter ended September 30,
        2000, as amended by our Quarterly Report on Form 10-Q/A filed November
        16, 2000;

    o   Our Current Report on Form 8-K filed February 8, 2000;

    o   Our Current Report on Form 8-K filed April 7, 2000;

    o   Our Current Report on Form 8-K filed June 2, 2000;

    o   Our Current Report on Form 8-K filed July 13, 2000, as amended by our
        Current Report on Form 8-K/A filed July 31, 2000;

    o   Our Current Report on Form 8-K filed July 27, 2000;

    o   Our Current Report on Form 8-K filed October 26, 2000;

    o   Our Current Report on Form 8-K filed November 17, 2000;

    o   Our Current Report on Form 8-K filed November 30, 2000; and

    o   Our description of our capital stock that is contained in our
        Registration Statement on Form 8-A/A filed on June 25, 1990 and December
        11, 1998, as amended on December 22, 1998.


    All documents filed by the Company with the Commission pursuant to Sections
13(a), 13(c), 14 and 15(d) of the Securities Exchange Act of 1934, as amended
(the "Exchange Act"), subsequent to the filing date of this Registration
Statement and prior to the filing of a post-
<PAGE>
effective amendment to this Registration Statement which indicates that all
securities offered have been sold or which deregisters all securities then
remaining unsold, shall be deemed to be incorporated by reference in this
Registration Statement and to be a part hereof from the date of filing such
documents. Any statement contained herein or in any document incorporated or
deemed to be incorporated by reference herein shall be deemed to be modified or
superseded for purposes of this Registration Statement to the extent that a
statement contained in any other subsequently filed document which also is or is
deemed to be incorporated by reference herein modified or supersedes such
statement. Any such statement so modified or superseded shall not be deemed to
constitute a part of this Registration Statement, except as so modified or
superseded.

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 2.02-1.B of the Texas Business Corporation Act, as amended (the
"TBCA"), grants to a corporation the power to indemnify a person who was, is, or
is threatened to be made a named defendant or respondent in a proceeding because
the person is or was a director of the corporation against judgments, penalties
(including excise and similar taxes), fines, settlements and reasonable expenses
actually incurred in connection therewith, only if it is determined that the
person (1) conducted himself in good faith; (2) reasonably believed that (a) in
the case of conduct in his official capacity as a director of the corporation,
his conduct was in the corporation's best interests, and (b) in all other cases,
his conduct was at least not opposed to the corporation's best interests; and
(3) in the case of any criminal proceeding, he had no reasonable cause to
believe that his conduct was unlawful. Article 2.02-1.C limits the allowable
indemnification by providing that, except to the extent permitted by Article
2.02-1.E, a director may not be indemnified in respect of a proceeding in which
the person was found liable (1) on the basis that he improperly received a
personal benefit, whether or not the benefit resulted from an action taken in
his official capacity, or (2) to the corporation. Article 2.02-1.E provides that
if a director is found liable to the corporation or is found liable on the basis
that he received a personal benefit, the permissible indemnification (1) is
limited to reasonable expenses actually incurred by the person in connection
with the proceeding, and (2) shall not be made in respect of any proceeding in
which the person shall have been found liable for willful or intentional
misconduct in the performance of his duty to the corporation. Finally, Article
2.02-1.H provides that a corporation shall indemnify a director against
reasonable expenses incurred by him in connection with a proceeding in which he
is a named defendant or respondent because he is or was a director if he has
been wholly successful, on the merits or otherwise, in defense of the
proceeding.

                                       2
<PAGE>
    With respect to the officers of a corporation, Article 2.02-1.O of the TBCA
provides that a corporation may indemnify and advance expenses to an officer of
the corporation to the same extent that it may indemnify and advance expenses to
directors under Article 2.02-1. Further, Article 2.02-1.O provides that an
officer of a corporation shall be indemnified as, and to the same extent,
provided by Article 2.02-1.H for a director.

    The Amended and Restated Bylaws of the Company make mandatory the
indemnification of and advancement of expenses to its directors who become
involved in indemnifiable legal proceedings, subject to their compliance with
certain requirements imposed by Texas law.

    The Company has entered into Indemnity Agreements with its directors and
officers pursuant to which the Company generally is obligated to indemnify its
directors and officers to the full extent permitted by Texas law.

ITEM 7. EXEMPTION FROM REGISTRATION.

    Not Applicable.

ITEM 8. EXHIBITS.

    The following exhibits are filed with this Registration Statement:

EXHIBIT
NUMBER                           DESCRIPTION OF EXHIBIT
-------   ----------------------------------------------------------------------

  4.1     Restated Articles of Incorporation of the Company. (Incorporated by
          reference to Exhibit 3.1 to the Company's Registration Statement on
          Form S-1, Registration No. 33-46316.)

  4.2     Amended and Restated Bylaws of the Company. (Incorporated by reference
          to Exhibit 3.2 to From 10-K for the year ended December 31, 1998, File
          No. 001-10560.)

  4.3     Amendment to the Restated Articles of Incorporation of the Company
          adopted by the shareholders of the Company on May 20, 1997.
          (Incorporated by reference to Exhibit 3.3 to Form 10-K for the year
          ended December 31, 1998, File No. 001-10560.)

  4.4     Specimen form of certificate evidencing the Common Stock (incorporated
          by reference to Exhibit 4.3 to the Company's Registration Statement on
          Form S-1, Registration No. 33-46316.)

  4.5     Rights Agreement dated December 11, 1998 between the Company and
          Harris Trust Savings Bank, as Rights Agent, together with the
          following exhibits thereto: Exhibit A -- Form of Statement of
          Resolution Establishing Series A Cumulative Junior Participating

                                        3
<PAGE>
          Preferred Stock of Benchmark Electronics, Inc.; Exhibit B -- Form of
          Right Certificate; and Exhibit C -- Summary of Rights to Purchase
          Preferred Stock of Benchmark Electronics, Inc. (incorporated by
          reference to Exhibit 1 to the Company's Form 8A12B filed December 11,
          1998).

  4.6     Summary of Rights to Purchase Preferred Stock of the Company
          (incorporated by reference to Exhibit 3 to the Company's Form 8A12B/A
          filed December 22, 1998).

  4.7     Indenture dated as of August 13, 1999 by and between the Company and
          Harris Trust Company of New York, as trustee (incorporated by
          reference from Exhibit 99.3 to Benchmark's Form 8-K dated August 24,
          1999 and filed on September 8, 1999).

  4.8*    Benchmark Electronics, Inc. 2000 Stock Awards Plan ("2000 Plan").

  4.9*    Form of incentive stock option agreement for use under the 2000 Plan.

  5*      Opinion of Bracewell & Patterson, L.L.P. as to the legality of the
          common stock being offered.

 23.1*    Consent of Bracewell & Patterson, L.L.P. (included in its opinion
          filed as Exhibit 5)

 23.2*    Consent of KPMG LLP.

 24*      Powers of Attorney
----------------------
*   Filed herewith.

ITEM 9. UNDERTAKINGS.

       (A)  The undersigned Company 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 of 1933, as amended (the "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 this 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

                                        4
<PAGE>
                 or high end of the estimated maximum offering range may be
                 reflected in the form of a 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.

                 (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;

            (2)  That, for the purpose of determining any liability under the
            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.

       (B)  The undersigned Company hereby undertakes that, for purposes of
   determining any liability under the Act, each filing of the Company's annual
   report pursuant to Section 13(a) or 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.

       (C)  Insofar as indemnification for liabilities arising under the Act may
   be permitted to directors, officers and controlling persons of the Company
   pursuant to the foregoing provisions, or otherwise, the Company has been
   advised that in the opinion of the Securities and Exchange Commission such
   indemnification is against public policy as expressed in the Act and is,
   therefore, unenforceable. In the event that a claim for indemnification
   against such liabilities (other than the payment by the Company of expenses
   incurred or paid by a director, officer or controlling person of the Company
   in the successful defense of any action, suit or proceeding) is asserted by
   such director, officer or controlling person in connection with the
   securities being registered, the Company 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 Act and will be governed
   by the final adjudication of such issue.

                                       5
<PAGE>
                                   SIGNATURES

      Pursuant to the requirements of the Securities Act of 1933, 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 Angleton, State of Texas, on January 23, 2001.

                                          BENCHMARK ELECTRONICS, INC.


                                          By: /s/ DONALD E. NIGBOR
                                                  Donald E. Nigbor
                                                  President

      Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities and on the dates indicated.

            SIGNATURE                    TITLE                     DATE
            ---------                    -----                     ----

     /s/      *                 Chairman of the Board        January 23, 2001
         John C. Custer         of Directors

     /s/ DONALD E. NIGBOR       Director and President       January 23, 2001
         Donald E. Nigbor       (principal executive
                                officer)

     /s/        *               Director and Executive       January 23, 2001
         Steven A. Barton       Vice President


     /s/ CARY T. FU             Director and Executive       January 23, 2001
         Cary T. Fu             Vice President (principal
                                financial and accounting
                                officer)

     /s/       *                Director                     January 23, 2001
         Peter G. Dorflinger

     /s/        *               Director                     January 23, 2001
         Gerald W. Bodzy

     /s/       *                Director                     January 23, 2001
         David H. Arnold

*By: /s/ DONALD E. NIGBOR
         Donald E. Nigbor

         Attorney-in-Fact

                                        6
<PAGE>
                                  EXHIBIT INDEX


EXHIBIT
NUMBER                           DESCRIPTION OF EXHIBIT
-------     --------------------------------------------------------------------
  4.1       Restated Articles of Incorporation of the Company. (Incorporated by
            reference to Exhibit 3.1 to the Company's Registration Statement on
            Form S-1, Registration No. 33-46316.)

  4.2       Amended and Restated Bylaws of the Company. (Incorporated by
            reference to Exhibit 3.2 to From 10-K for the year ended December
            31, 1998, File No. 001-10560.)

  4.3       Amendment to the Restated Articles of Incorporation of the Company
            adopted by the shareholders of the Company on May 20, 1997.
            (Incorporated by reference to Exhibit 3.3 to Form 10-K for the year
            ended December 31, 1998, File No. 001-10560.)

  4.4       Specimen form of certificate evidencing the Common Stock
            (incorporated by reference to Exhibit 4.3 to the Company's
            Registration Statement on Form S-1, Registration No. 33-46316.)

  4.5       Rights Agreement dated December 11, 1998 between the Company and
            Harris Trust Savings Bank, as Rights Agent, together with the
            following exhibits thereto: Exhibit A -- Form of Statement of
            Resolution Establishing Series A Cumulative Junior Participating
            Preferred Stock of Benchmark Electronics, Inc.; Exhibit B -- Form of
            Right Certificate; and Exhibit C -- Summary of Rights to Purchase
            Preferred Stock of Benchmark Electronics, Inc. (incorporated by
            reference to Exhibit 1 to the Company's Form 8A12B filed December
            11, 1998).

  4.6       Summary of Rights to Purchase Preferred Stock of the Company
            (incorporated by reference to Exhibit 3 to the Company's Form
            8A12B/A filed December 22, 1998).

  4.7       Indenture dated as of August 13, 1999 by and between the Company and
            Harris Trust Company of New York, as trustee (incorporated by
            reference from Exhibit 99.3 to Benchmark's Form 8-K dated August 24,
            1999 and filed on September 8, 1999).

  4.8*      Benchmark Electronics, Inc. 2000 Stock Awards Plan ("2000 Plan").

  4.9*      Form of incentive stock option agreement for use under the 2000
            Plan.

                                        7
<PAGE>
  5*        Opinion of Bracewell & Patterson, L.L.P. as to the legality of the
            common stock being offered.

 23.1*      Consent of Bracewell & Patterson, L.L.P. (included in its opinion
            filed as Exhibit 5)

 23.2*      Consent of KPMG LLP.

 24*        Powers of Attorney
----------------------
*     Filed herewith.

                                        8
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AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON JANUARY 23, 2001

                                                        REGISTRATION NO. 333-
================================================================================

                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

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

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

                           BENCHMARK ELECTRONICS, INC.
             (Exact name of registrant as specified in its charter)

                   TEXAS
    (State or other jurisdiction of                      74-2211011
     incorporation or organization)                  (I.R.S. Employer
                                                    Identification No.)
          3000 TECHNOLOGY DRIVE
              ANGLETON, TEXAS                              77515
(Address of principal executive offices)                 (Zip Code)

                           BENCHMARK ELECTRONICS, INC.
                             2000 STOCK AWARDS PLAN
                              (Full title of plan)

              CARY T. FU                                 COPIES TO:
       EXECUTIVE VICE PRESIDENT                       JOHN R. BRANTLEY
      BENCHMARK ELECTRONICS, INC.               BRACEWELL & PATTERSON, L.L.P.
         3000 TECHNOLOGY DRIVE                   SOUTH TOWER PENNZOIL PLACE
         ANGLETON, TEXAS 77515                711 LOUISIANA STREET, SUITE 2900
(Name and address of agent for service)           HOUSTON, TEXAS 77002-2781
                                                       (713) 221-1301
            (979) 849-6550                           FAX: (713) 221-2112
  (Telephone number, including
area code, of agent for service)

                         CALCULATION OF REGISTRATION FEE
================================================================================
                                       Proposed      Proposed
      Title Of            Amount       Maximum       Maximum
     Securities            To Be       Offering     Aggregate      Amount Of
       To Be             Registered   Price Per      Offering     Registration
     Registered             (1)         Share       Price (2)         Fee
--------------------------------------------------------------------------------
 Common Stock, par       2,000,000    $34.04(2)    $59,336,489      $14,834
  value $0.10 per share    shares
================================================================================
(1)   Pursuant to Rule 457(h)(1) this registration fee is calculated with
      respect to the maximum number of the registrant's securities issuable
      under the Benchmark Electronics, Inc. 2000 Stock Awards Plan (the "Plan").
      In addition, pursuant to Rule 416(c) under the Securities Act of 1933,
      this registration statement also covers an indeterminate amount of
      interests to be offered or sold pursuant to the Plan.

(2)   Estimated, pursuant to Rule 457(h), solely for the purpose of calculating
      the registration fee, as follows: (a) the registration fee for the
      1,849,500 shares not presently subject to awards under the Plan was
      calculated by reference to the average of the high and low sale prices of
      the common stock on The New York Stock Exchange on January 22, 2001, which
      was $29.3125, for a total maximum offering price for such 1,849,500 shares
      of $54,213,469; and (b) the registration fee for the 150,500 shares
      presently subject to awards under the Plan was calculated by reference to
      the average price per share at which each award is exercisable, which is
      $34.04 for a total maximum offering price for such 150,500 shares of
      $5,123,020.
PART I

              INFORMATION REQUIRED IN THE SECTION 10(A) PROSPECTUS

ITEM 1. PLAN INFORMATION.*

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

*   The information required by Items 1 and 2 of Part I of Form S-8 is omitted
    from this Registration Statement in accordance with the Note to Part I of
    Form S-8 and Rule 428 promulgated under the Securities Act of 1933, as
    amended (the "Securities Act").
PART II

              INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE.

    Benchmark Electronics, Inc., a Texas corporation (the "Company"), hereby
incorporates by reference into this registration statement (the "Registration
Statement"):

    o   Our Annual Report on Form 10-K for the year ended December 31, 1999
        (excluding Exhibit 99.1, which has been superseded by our Current Report
        on Form 8-K filed June 2, 2000), as amended by Form 10-K/A filed on July
        13, 2000;

    o   Our Quarterly Report on Form 10-Q for the quarter ended March 31, 2000;

    o   Our Quarterly Report on Form 10-Q for the quarter ended June 30, 2000;

    o   Our Quarterly Report on Form 10-Q for the quarter ended September 30,
        2000, as amended by our Quarterly Report on Form 10-Q/A filed November
        16, 2000;

    o   Our Current Report on Form 8-K filed February 8, 2000;

    o   Our Current Report on Form 8-K filed April 7, 2000;

    o   Our Current Report on Form 8-K filed June 2, 2000;

    o   Our Current Report on Form 8-K filed July 13, 2000, as amended by our
        Current Report on Form 8-K/A filed July 31, 2000;

    o   Our Current Report on Form 8-K filed July 27, 2000;

    o   Our Current Report on Form 8-K filed October 26, 2000;

    o   Our Current Report on Form 8-K filed November 17, 2000;

    o   Our Current Report on Form 8-K filed November 30, 2000; and

    o   Our description of our capital stock that is contained in our
        Registration Statement on Form 8-A/A filed on June 25, 1990 and December
        11, 1998, as amended on December 22, 1998.

    All documents filed by the Company with the Commission pursuant to Sections
13(a), 13(c), 14 and 15(d) of the Securities Exchange Act of 1934, as amended
(the "Exchange Act"), subsequent to the filing date of this Registration
Statement and prior to the filing of a post-
effective amendment to this Registration Statement which indicates that all
securities offered have been sold or which deregisters all securities then
remaining unsold, shall be deemed to be incorporated by reference in this
Registration Statement and to be a part hereof from the date of filing such
documents. Any statement contained herein or in any document incorporated or
deemed to be incorporated by reference herein shall be deemed to be modified or
superseded for purposes of this Registration Statement to the extent that a
statement contained in any other subsequently filed document which also is or is
deemed to be incorporated by reference herein modified or supersedes such
statement. Any such statement so modified or superseded shall not be deemed to
constitute a part of this Registration Statement, except as so modified or
superseded.

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 2.02-1.B of the Texas Business Corporation Act, as amended (the
"TBCA"), grants to a corporation the power to indemnify a person who was, is, or
is threatened to be made a named defendant or respondent in a proceeding because
the person is or was a director of the corporation against judgments, penalties
(including excise and similar taxes), fines, settlements and reasonable expenses
actually incurred in connection therewith, only if it is determined that the
person (1) conducted himself in good faith; (2) reasonably believed that (a) in
the case of conduct in his official capacity as a director of the corporation,
his conduct was in the corporation's best interests, and (b) in all other cases,
his conduct was at least not opposed to the corporation's best interests; and
(3) in the case of any criminal proceeding, he had no reasonable cause to
believe that his conduct was unlawful. Article 2.02-1.C limits the allowable
indemnification by providing that, except to the extent permitted by Article
2.02-1.E, a director may not be indemnified in respect of a proceeding in which
the person was found liable (1) on the basis that he improperly received a
personal benefit, whether or not the benefit resulted from an action taken in
his official capacity, or (2) to the corporation. Article 2.02-1.E provides that
if a director is found liable to the corporation or is found liable on the basis
that he received a personal benefit, the permissible indemnification (1) is
limited to reasonable expenses actually incurred by the person in connection
with the proceeding, and (2) shall not be made in respect of any proceeding in
which the person shall have been found liable for willful or intentional
misconduct in the performance of his duty to the corporation. Finally, Article
2.02-1.H provides that a corporation shall indemnify a director against
reasonable expenses incurred by him in connection with a proceeding in which he
is a named defendant or respondent because he is or was a director if he has
been wholly successful, on the merits or otherwise, in defense of the
proceeding.

                                       2
With respect to the officers of a corporation, Article 2.02-1.O of the TBCA
provides that a corporation may indemnify and advance expenses to an officer of
the corporation to the same extent that it may indemnify and advance expenses to
directors under Article 2.02-1. Further, Article 2.02-1.O provides that an
officer of a corporation shall be indemnified as, and to the same extent,
provided by Article 2.02-1.H for a director.

    The Amended and Restated Bylaws of the Company make mandatory the
indemnification of and advancement of expenses to its directors who become
involved in indemnifiable legal proceedings, subject to their compliance with
certain requirements imposed by Texas law.

    The Company has entered into Indemnity Agreements with its directors and
officers pursuant to which the Company generally is obligated to indemnify its
directors and officers to the full extent permitted by Texas law.

ITEM 7. EXEMPTION FROM REGISTRATION.

    Not Applicable.

ITEM 8. EXHIBITS.

    The following exhibits are filed with this Registration Statement:

EXHIBIT
NUMBER                           DESCRIPTION OF EXHIBIT
-------   ----------------------------------------------------------------------

  4.1     Restated Articles of Incorporation of the Company. (Incorporated by
          reference to Exhibit 3.1 to the Company's Registration Statement on
          Form S-1, Registration No. 33-46316.)

  4.2     Amended and Restated Bylaws of the Company. (Incorporated by reference
          to Exhibit 3.2 to From 10-K for the year ended December 31, 1998, File
          No. 001-10560.)

  4.3     Amendment to the Restated Articles of Incorporation of the Company
          adopted by the shareholders of the Company on May 20, 1997.
          (Incorporated by reference to Exhibit 3.3 to Form 10-K for the year
          ended December 31, 1998, File No. 001-10560.)

  4.4     Specimen form of certificate evidencing the Common Stock (incorporated
          by reference to Exhibit 4.3 to the Company's Registration Statement on
          Form S-1, Registration No. 33-46316.)

  4.5     Rights Agreement dated December 11, 1998 between the Company and
          Harris Trust Savings Bank, as Rights Agent, together with the
          following exhibits thereto: Exhibit A -- Form of Statement of
          Resolution Establishing Series A Cumulative Junior Participating

                                        3
Preferred Stock of Benchmark Electronics, Inc.; Exhibit B -- Form of
          Right Certificate; and Exhibit C -- Summary of Rights to Purchase
          Preferred Stock of Benchmark Electronics, Inc. (incorporated by
          reference to Exhibit 1 to the Company's Form 8A12B filed December 11,
          1998).

  4.6     Summary of Rights to Purchase Preferred Stock of the Company
          (incorporated by reference to Exhibit 3 to the Company's Form 8A12B/A
          filed December 22, 1998).

  4.7     Indenture dated as of August 13, 1999 by and between the Company and
          Harris Trust Company of New York, as trustee (incorporated by
          reference from Exhibit 99.3 to Benchmark's Form 8-K dated August 24,
          1999 and filed on September 8, 1999).

  4.8*    Benchmark Electronics, Inc. 2000 Stock Awards Plan ("2000 Plan").

  4.9*    Form of incentive stock option agreement for use under the 2000 Plan.

  5*      Opinion of Bracewell & Patterson, L.L.P. as to the legality of the
          common stock being offered.

 23.1*    Consent of Bracewell & Patterson, L.L.P. (included in its opinion
          filed as Exhibit 5)

 23.2*    Consent of KPMG LLP.

 24*      Powers of Attorney
----------------------
*   Filed herewith.

ITEM 9. UNDERTAKINGS.

       (A)  The undersigned Company 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 of 1933, as amended (the "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 this 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

                                        4
or high end of the estimated maximum offering range may be
                 reflected in the form of a 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.

                 (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;

            (2)  That, for the purpose of determining any liability under the
            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.

       (B)  The undersigned Company hereby undertakes that, for purposes of
   determining any liability under the Act, each filing of the Company's annual
   report pursuant to Section 13(a) or 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.

       (C)  Insofar as indemnification for liabilities arising under the Act may
   be permitted to directors, officers and controlling persons of the Company
   pursuant to the foregoing provisions, or otherwise, the Company has been
   advised that in the opinion of the Securities and Exchange Commission such
   indemnification is against public policy as expressed in the Act and is,
   therefore, unenforceable. In the event that a claim for indemnification
   against such liabilities (other than the payment by the Company of expenses
   incurred or paid by a director, officer or controlling person of the Company
   in the successful defense of any action, suit or proceeding) is asserted by
   such director, officer or controlling person in connection with the
   securities being registered, the Company 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 Act and will be governed
   by the final adjudication of such issue.

                                       5
SIGNATURES

      Pursuant to the requirements of the Securities Act of 1933, 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 Angleton, State of Texas, on January 23, 2001.

                                          BENCHMARK ELECTRONICS, INC.

                                          By: /s/ DONALD E. NIGBOR
                                                  Donald E. Nigbor
                                                  President

      Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities and on the dates indicated.

            SIGNATURE                    TITLE                     DATE
            ---------                    -----                     ----

     /s/      *                 Chairman of the Board        January 23, 2001
         John C. Custer         of Directors

     /s/ DONALD E. NIGBOR       Director and President       January 23, 2001
         Donald E. Nigbor       (principal executive
                                officer)

     /s/        *               Director and Executive       January 23, 2001
         Steven A. Barton       Vice President

     /s/ CARY T. FU             Director and Executive       January 23, 2001
         Cary T. Fu             Vice President (principal
                                financial and accounting
                                officer)

     /s/       *                Director                     January 23, 2001
         Peter G. Dorflinger

     /s/        *               Director                     January 23, 2001
         Gerald W. Bodzy

     /s/       *                Director                     January 23, 2001
         David H. Arnold

*By: /s/ DONALD E. NIGBOR
         Donald E. Nigbor

         Attorney-in-Fact

                                        6
EXHIBIT INDEX

EXHIBIT
NUMBER                           DESCRIPTION OF EXHIBIT
-------     --------------------------------------------------------------------
  4.1       Restated Articles of Incorporation of the Company. (Incorporated by
            reference to Exhibit 3.1 to the Company's Registration Statement on
            Form S-1, Registration No. 33-46316.)

  4.2       Amended and Restated Bylaws of the Company. (Incorporated by
            reference to Exhibit 3.2 to From 10-K for the year ended December
            31, 1998, File No. 001-10560.)

  4.3       Amendment to the Restated Articles of Incorporation of the Company
            adopted by the shareholders of the Company on May 20, 1997.
            (Incorporated by reference to Exhibit 3.3 to Form 10-K for the year
            ended December 31, 1998, File No. 001-10560.)

  4.4       Specimen form of certificate evidencing the Common Stock
            (incorporated by reference to Exhibit 4.3 to the Company's
            Registration Statement on Form S-1, Registration No. 33-46316.)

  4.5       Rights Agreement dated December 11, 1998 between the Company and
            Harris Trust Savings Bank, as Rights Agent, together with the
            following exhibits thereto: Exhibit A -- Form of Statement of
            Resolution Establishing Series A Cumulative Junior Participating
            Preferred Stock of Benchmark Electronics, Inc.; Exhibit B -- Form of
            Right Certificate; and Exhibit C -- Summary of Rights to Purchase
            Preferred Stock of Benchmark Electronics, Inc. (incorporated by
            reference to Exhibit 1 to the Company's Form 8A12B filed December
            11, 1998).

  4.6       Summary of Rights to Purchase Preferred Stock of the Company
            (incorporated by reference to Exhibit 3 to the Company's Form
            8A12B/A filed December 22, 1998).

  4.7       Indenture dated as of August 13, 1999 by and between the Company and
            Harris Trust Company of New York, as trustee (incorporated by
            reference from Exhibit 99.3 to Benchmark's Form 8-K dated August 24,
            1999 and filed on September 8, 1999).

  4.8*      Benchmark Electronics, Inc. 2000 Stock Awards Plan ("2000 Plan").

  4.9*      Form of incentive stock option agreement for use under the 2000
            Plan.

                                        7
5*        Opinion of Bracewell & Patterson, L.L.P. as to the legality of the
            common stock being offered.

 23.1*      Consent of Bracewell & Patterson, L.L.P. (included in its opinion
            filed as Exhibit 5)

 23.2*      Consent of KPMG LLP.

 24*        Powers of Attorney
----------------------
*     Filed herewith.

                                        8