As filed with the Securities and Exchange Commission on April 13, 2000
                                                     Registration No. 333- _____
--------------------------------------------------------------------------------

                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549


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

                         Flextronics International Ltd.
             (Exact Name of Registrant as Specified in Its Charter)

             Singapore                                    Not Applicable
   (State or Other Jurisdiction                          (I.R.S. Employer
 of Incorporation or Organization)                       Identification No.)

     11 Ubi Road 1, #07-01/02, Meiban Industrial Building, Singapore 408723
                    (Address of Principal Executive Offices)


               Share options granted under the Palo Alto Products
     International Pte Ltd 1996 Share Option Plan assumed by the Registrant
       Share options granted under The DII Group, Inc. 1994 Employee Stock
                     Purchase Plan assumed by the Registrant
                            (Full Title of the Plans)

                                Michael E. Marks
                      Chairman and Chief Executive Officer
                         Flextronics International Ltd.
                            11 Ubi Road 1, #07-01/02
                           Meiban Industrial Building
                                Singapore 408723
                                  (65) 844-3366
            (Name, Address and Telephone Number of Agent For Service)


                                   Copies to:

                             David K. Michaels, Esq.
                               Joshua N. Sun, 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            Per Share          Offering Price (6)     Registration Fee
    ----------------                       ----------         ----------------      ------------------     ----------------
<S>                                         <C>                  <C>                  <C>                      <C>
Ordinary Shares, S$0.01 par value           395,883 (1)          $19.70(3)            $7,798,824.25            $2,292.85
Ordinary Shares, S$0.01 par value            29,124 (2)          $53.66(4)            $1,562,793.84              $459.46
</TABLE>

(1)  Represents share options granted under the Palo Alto Products International
     Pte Ltd 1996 Share Option Plan assumed by the Registrant.  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,  333-42255,  333-71049 and 333-95189.  A total of 16,400,000
     shares  issuable  under the 1993  Share  Option  Plan has  previously  been
     registered under the Securities Act.

(2)  Represents shares subject to assumed  outstanding share options as of April
     4, 2000 granted  under The DII Group,  Inc. 1994  Employee  Stock  Purchase
     Plan.

(3)  Represents  the  weighted   average  per  share  exercise  price  for  such
     outstanding  options,  calculated  pursuant to Rule  457(h)  solely for the
     purpose of calculating the registration fee.

(4)  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
     April 12, 2000 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, 1999,  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, 1999;

     (b)  the  Registrant's  Quarterly  Reports  on Form  10-Q  for  the  fiscal
          quarters ended June 25, 1999, September 24, 1999 and December 31, 1999
          filed pursuant to Section 13(a) of the Exchange Act;

     (c)  the Registrant's Current Reports on Form 8-K filed with the Commission
          on October 29, 1999, December 6, 1999 and December 23, 1999; 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  Flextronics  articles  provides  that,  subject to the
Singapore Companies Act, every director or other officer shall be entitled to be
indemnified  by  Flextronics  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 Flextronics  and in which judgment is given in his favor,
or the  proceedings  otherwise  disposed of without  finding or admission of any
material  breach of duty;  in which he is acquitted;  or in connection  with any
application  under any statute for relief from liability for any act or omission
in which relief is granted to him by the court.

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

     Section  172  of  the   Companies   Act  renders  void  any  provision  for
indemnifying a company's  directors or officers  against  liability which by law
would otherwise  attach to them for any negligence,  default,  breach of duty or
breach of trust of which they may be guilty relating to the company.  However, a
company is not prohibited from


<PAGE>


purchasing and maintaining insurance against any such liability except where the
liability  arises out of conduct  involving  dishonesty  or a willful  breach of
duty, or  indemnifying a director or officer  against any liability  incurred in
defending any proceedings, whether civil or criminal, in which judgment is given
in his favor or in which he is acquitted,  or in connection with any application
in relation to liability in which relief is granted to him by the court.

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

Item 7.  Exemption from Registration Claimed.

         Not Applicable.


Item 8.   Exhibits.

4.1       Palo Alto Products International Pte Ltd 1996 Share Option Plan.

4.2       The DII Group, Inc. 1994 Employee Stock Purchase Plan.

5.1       Opinion of Allen & Gledhill (The DII Group).

5.2       Opinion of Allen & Gledhill (Palo Alto Products International).

23.1      Consent of Arthur Andersen LLP.

23.2      Consent of Moore Stephens.

23.3      Consent of Allen & Gledhill (included in Exhibits 5.1 and 5.2).

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


Item 9.   Undertakings.

          The undersigned Registrant hereby undertakes:

          (1)  To file,  during  any  period in which  offers or sales are being
               made, a post-effective amendment to this Registration Statement:

               (i)      To include any prospectus  required by Section  10(a)(3)
                        of the Securities Act;

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


<PAGE>


               (iii)    To include any material  information with respect to the
                        plan of  distribution  not  previously  disclosed in the
                        Registration  Statement or any  material  change to such
                        information in the Registration Statement;

     provided, however, that paragraphs (1)(i) and (1)(ii) above do not apply if
the  Registration  Statement  is on Form  S-3,  Form  S-8 or Form  F-3,  and the
information  required  to be  included in a  post-effective  amendment  by those
paragraphs  is  contained  in periodic  reports  filed with or  furnished to the
Commission by the Registrant pursuant to Section 13 or 15(d) of the Exchange Act
that are incorporated by reference in the Registration Statement.

               (2)  That, for the purpose of determining any liability under the
                    Securities Act, each such post-effective  amendment shall be
                    deemed to be a new  registration  statement  relating to the
                    securities  offered  therein,   and  the  offering  of  such
                    securities  at that time  shall be deemed to be the  initial
                    bona fide offering thereof.

               (3)  To remove  from  registration  by means of a  post-effective
                    amendment  any  of the  securities  being  registered  which
                    remain unsold at the termination of the offering.

     The  undersigned   Registrant  hereby  undertakes  that,  for  purposes  of
determining  any  liability  under  the  Securities  Act,  each  filing  of  the
Registrant's  annual  report  pursuant to Section 13(a) or 15(d) of the Exchange
Act (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 13th day of
April, 2000.

                                          FLEXTRONICS INTERNATIONAL LTD.

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


                                POWER OF ATTORNEY

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

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

<TABLE>
<CAPTION>
SIGNATURE                                     TITLE                                   DATE
---------                                     -----                                   ----
<S>                            <C>                                                <C>
/s/ Michael E. Marks           Chairman of the Board, and Chief Executive         April 13, 2000
-----------------------
    Michael E. Marks           Officer (principal executive officer)

/s/ Tsui Sung Lam              Director                                           April 13, 2000
-----------------------
    Tsui Sung Lam

/s/ Robert R.B. Dykes          President, Systems Group and Chief                 April 13, 2000
-----------------------
    Robert R.B. Dykes          Financial Officer (principal financial
                               and accounting officer)

/s/ Michael J. Moritz          Director                                           April 13, 2000
-----------------------
    Michael J. Moritz

/s/ Richard L. Sharp           Director                                           April 13, 2000
-----------------------
    Richard L. Sharp

/s/ Patrick Foley              Director                                           April 13, 2000
-----------------------
    Patrick Foley

/s/ Alain Ahkong               Director                                           April 13, 2000
-----------------------
    Alain Ahkong

/s/ Shing Leong Hui            Director                                           April 13, 2000
-----------------------
    Shing Leong Hui
</TABLE>


<PAGE>


                                  EXHIBIT INDEX

Exhibit
Number        Document Description
-------       --------------------
4.1       Palo Alto Products International Pte Ltd 1996 Share Option Plan.

4.2       The DII Group, Inc. 1994 Employee Stock Purchase Plan.

5.1       Opinion of Allen & Gledhill (The DII Group).

5.2       Opinion of Allen & Gledhill (Palo Alto Products International).

23.1      Consent of Arthur Andersen LLP.

23.2      Consent of Moore Stephens.

23.3      Consent of Allen & Gledhill (included in Exhibits 5.1 and 5.2).

24.1      Power of  Attorney.  Reference is made to the  signature  page of this
          Registration Statement.
[{"type": "S-8", "sequence": "1", "description": "FORM S-8", "secsgml_size_bytes": 19439}]
{"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": "333-34698", "film-number": "600404"}, "business-address": {"street1": "11 UBI ROAD 1", "street2": "#07 01 02 MEIBAN INDUSTRIAL BLDG", "city": "SINGAPORE 408723", "state": "U0", "phone": "0654495255"}, "former-company": {"former-conformed-name": "FLEX HOLDINGS PTE LTD", "date-changed": "19940201"}}
As filed with the Securities and Exchange Commission on April 13, 2000
                                                     Registration No. 333- _____
--------------------------------------------------------------------------------

                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

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

                         Flextronics International Ltd.
             (Exact Name of Registrant as Specified in Its Charter)

             Singapore                                    Not Applicable
   (State or Other Jurisdiction                          (I.R.S. Employer
 of Incorporation or Organization)                       Identification No.)

     11 Ubi Road 1, #07-01/02, Meiban Industrial Building, Singapore 408723
                    (Address of Principal Executive Offices)

               Share options granted under the Palo Alto Products
     International Pte Ltd 1996 Share Option Plan assumed by the Registrant
       Share options granted under The DII Group, Inc. 1994 Employee Stock
                     Purchase Plan assumed by the Registrant
                            (Full Title of the Plans)

                                Michael E. Marks
                      Chairman and Chief Executive Officer
                         Flextronics International Ltd.
                            11 Ubi Road 1, #07-01/02
                           Meiban Industrial Building
                                Singapore 408723
                                  (65) 844-3366
            (Name, Address and Telephone Number of Agent For Service)

                                   Copies to:

                             David K. Michaels, Esq.
                               Joshua N. Sun, 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            Per Share          Offering Price (6)     Registration Fee
    ----------------                       ----------         ----------------      ------------------     ----------------
Ordinary Shares, S$0.01 par value           395,883 (1)          $19.70(3)            $7,798,824.25            $2,292.85
Ordinary Shares, S$0.01 par value            29,124 (2)          $53.66(4)            $1,562,793.84              $459.46
(1)  Represents share options granted under the Palo Alto Products International
     Pte Ltd 1996 Share Option Plan assumed by the Registrant.  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,  333-42255,  333-71049 and 333-95189.  A total of 16,400,000
     shares  issuable  under the 1993  Share  Option  Plan has  previously  been
     registered under the Securities Act.

(2)  Represents shares subject to assumed  outstanding share options as of April
     4, 2000 granted  under The DII Group,  Inc. 1994  Employee  Stock  Purchase
     Plan.

(3)  Represents  the  weighted   average  per  share  exercise  price  for  such
     outstanding  options,  calculated  pursuant to Rule  457(h)  solely for the
     purpose of calculating the registration fee.

(4)  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
     April 12, 2000 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, 1999,  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, 1999;

     (b)  the  Registrant's  Quarterly  Reports  on Form  10-Q  for  the  fiscal
          quarters ended June 25, 1999, September 24, 1999 and December 31, 1999
          filed pursuant to Section 13(a) of the Exchange Act;

     (c)  the Registrant's Current Reports on Form 8-K filed with the Commission
          on October 29, 1999, December 6, 1999 and December 23, 1999; 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  Flextronics  articles  provides  that,  subject to the
Singapore Companies Act, every director or other officer shall be entitled to be
indemnified  by  Flextronics  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 Flextronics  and in which judgment is given in his favor,
or the  proceedings  otherwise  disposed of without  finding or admission of any
material  breach of duty;  in which he is acquitted;  or in connection  with any
application  under any statute for relief from liability for any act or omission
in which relief is granted to him by the court.

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

     Section  172  of  the   Companies   Act  renders  void  any  provision  for
indemnifying a company's  directors or officers  against  liability which by law
would otherwise  attach to them for any negligence,  default,  breach of duty or
breach of trust of which they may be guilty relating to the company.  However, a
company is not prohibited from
purchasing and maintaining insurance against any such liability except where the
liability  arises out of conduct  involving  dishonesty  or a willful  breach of
duty, or  indemnifying a director or officer  against any liability  incurred in
defending any proceedings, whether civil or criminal, in which judgment is given
in his favor or in which he is acquitted,  or in connection with any application
in relation to liability in which relief is granted to him by the court.

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

Item 7.  Exemption from Registration Claimed.

         Not Applicable.

Item 8.   Exhibits.

4.1       Palo Alto Products International Pte Ltd 1996 Share Option Plan.

4.2       The DII Group, Inc. 1994 Employee Stock Purchase Plan.

5.1       Opinion of Allen & Gledhill (The DII Group).

5.2       Opinion of Allen & Gledhill (Palo Alto Products International).

23.1      Consent of Arthur Andersen LLP.

23.2      Consent of Moore Stephens.

23.3      Consent of Allen & Gledhill (included in Exhibits 5.1 and 5.2).

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

Item 9.   Undertakings.

          The undersigned Registrant hereby undertakes:

          (1)  To file,  during  any  period in which  offers or sales are being
               made, a post-effective amendment to this Registration Statement:

               (i)      To include any prospectus  required by Section  10(a)(3)
                        of the Securities Act;

               (ii)     To reflect in the prospectus any facts or events arising
                        after the effective date of the  Registration  Statement
                        (or the most recent  post-effective  amendment  thereof)
                        which,  individually  or in the  aggregate,  represent a
                        fundamental  change in the  information set forth in the
                        Registration  Statement.  Notwithstanding the foregoing,
                        any increase or decrease in volume of securities offered
                        (if the total dollar value of  securities  offered would
                        not exceed that which was  registered) and any deviation
                        from  the  low or  high  end of  the  estimated  maximum
                        offering   range  may  be   reflected  in  the  form  of
                        prospectus  filed with the  Commission  pursuant to Rule
                        424(b) if, in the  aggregate,  the changes in volume and
                        price  represent no more than a 20 percent change in the
                        maximum  aggregate  offering  price  set  forth  in  the
                        "Calculation of Registration Fee" table in the effective
                        Registration Statement; and
(iii)    To include any material  information with respect to the
                        plan of  distribution  not  previously  disclosed in the
                        Registration  Statement or any  material  change to such
                        information in the Registration Statement;

     provided, however, that paragraphs (1)(i) and (1)(ii) above do not apply if
the  Registration  Statement  is on Form  S-3,  Form  S-8 or Form  F-3,  and the
information  required  to be  included in a  post-effective  amendment  by those
paragraphs  is  contained  in periodic  reports  filed with or  furnished to the
Commission by the Registrant pursuant to Section 13 or 15(d) of the Exchange Act
that are incorporated by reference in the Registration Statement.

               (2)  That, for the purpose of determining any liability under the
                    Securities Act, each such post-effective  amendment shall be
                    deemed to be a new  registration  statement  relating to the
                    securities  offered  therein,   and  the  offering  of  such
                    securities  at that time  shall be deemed to be the  initial
                    bona fide offering thereof.

               (3)  To remove  from  registration  by means of a  post-effective
                    amendment  any  of the  securities  being  registered  which
                    remain unsold at the termination of the offering.

     The  undersigned   Registrant  hereby  undertakes  that,  for  purposes  of
determining  any  liability  under  the  Securities  Act,  each  filing  of  the
Registrant's  annual  report  pursuant to Section 13(a) or 15(d) of the Exchange
Act (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 13th day of
April, 2000.

                                          FLEXTRONICS INTERNATIONAL LTD.

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

                                POWER OF ATTORNEY

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

     Pursuant  to  the   requirements  of  the  Securities  Act  of  1933,  this
registration  statement  has been signed below by the  following  persons in the
capacities and on the dates indicated.
SIGNATURE                                     TITLE                                   DATE
---------                                     -----                                   ----
/s/ Michael E. Marks           Chairman of the Board, and Chief Executive         April 13, 2000
-----------------------
    Michael E. Marks           Officer (principal executive officer)

/s/ Tsui Sung Lam              Director                                           April 13, 2000
-----------------------
    Tsui Sung Lam

/s/ Robert R.B. Dykes          President, Systems Group and Chief                 April 13, 2000
-----------------------
    Robert R.B. Dykes          Financial Officer (principal financial
                               and accounting officer)

/s/ Michael J. Moritz          Director                                           April 13, 2000
-----------------------
    Michael J. Moritz

/s/ Richard L. Sharp           Director                                           April 13, 2000
-----------------------
    Richard L. Sharp

/s/ Patrick Foley              Director                                           April 13, 2000
-----------------------
    Patrick Foley

/s/ Alain Ahkong               Director                                           April 13, 2000
-----------------------
    Alain Ahkong

/s/ Shing Leong Hui            Director                                           April 13, 2000
-----------------------
    Shing Leong Hui
EXHIBIT INDEX

Exhibit
Number        Document Description
-------       --------------------
4.1       Palo Alto Products International Pte Ltd 1996 Share Option Plan.

4.2       The DII Group, Inc. 1994 Employee Stock Purchase Plan.

5.1       Opinion of Allen & Gledhill (The DII Group).

5.2       Opinion of Allen & Gledhill (Palo Alto Products International).

23.1      Consent of Arthur Andersen LLP.

23.2      Consent of Moore Stephens.

23.3      Consent of Allen & Gledhill (included in Exhibits 5.1 and 5.2).

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