As filed with the Securities and Exchange Commission on April 4, 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)

              Flextronics International Ltd. 1993 Share Option Plan

           Share options granted under The DII Group, Inc. 1993 Stock
                      Option Plan assumed by the Registrant

           Share options granted under The DII Group, Inc. 1994 Stock
                    Incentive Plan assumed by the Registrant

      Share options granted under the Orbit Semiconductor, Inc. 1994 Stock
                    Incentive Plan assumed by the Registrant

       Share options granted under the KMOS Semi-Customs, Inc. 1989 Stock
                     Option Plan assumed by the Registrant

   Share options granted under the KMOS Semi-Customs 1990 Non-Qualified Stock
        Option 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.
                                Tram T. Phi, Esq.
                               Fenwick & West LLP
                              Two Palo Alto Square
                           Palo Alto, California 94306

This Registration  Statement shall become effective immediately upon filing with
the Securities and Exchange Commission,  and sales of the registered  securities
will begin as soon as reasonably practicable after such effective date.

                         CALCULATION OF REGISTRATION FEE

<TABLE>
<CAPTION>
             Title of                        Amount           Proposed Maximum          Proposed
            Securities                       to be             Offering Price       Maximum Aggregate           Amount of
         to be Registered                  Registered            Per Share         Offering Price (6)       Registration Fee
         ----------------                  ----------            ---------         ------------------       ----------------
<S>                                       <C>                  <C>                   <C>                       <C>
Ordinary Shares, S$0.01 par value         4,000,000 (1)         $66.7500(6)          $267,000,000.00           $70,488.00
Ordinary Shares, S$0.01 par value         1,243,634 (2)         $5.9517 (7)            $7,401,736.48            $1,954.06
Ordinary Shares, S$0.01 par value         3,885,239 (3)        $10.3511 (7)           $40,216,497.41           $10,617.16
Ordinary Shares, S$0.01 par value           106,222 (4)         $5.6998 (7)              $605,444.16              $159.84
Ordinary Shares, S$0.01 par value             5,957 (5)         $1.3003 (7)                $7,745.89                $2.04
</TABLE>

(1)  Represents  additional  shares available for issuance under the Flextronics
     International Ltd. 1993 Share Option Plan. Pursuant to Rule 429 promulgated
     under the Securities Act of 1933, as amended (the  "Securities  Act"),  the
     prospectuses  relating to this  Registration  Statement  also relate to the
     shares  registered  under Form S-8  Registration  Statement Nos.  33-99924,
     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. 1993 Stock Option Plan.

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

(4)  Represents shares subject to assumed  outstanding share options as of April
     4, 2000 granted under the Orbit  Semiconductor,  Inc. 1994 Stock  Incentive
     Plan.

(5)  Represents shares subject to assumed  outstanding share options as of April
     4, 2000 granted  under the KMOS  Semi-Customs,  Inc. 1989 Stock Option Plan
     and the KMOS Semi-Customs 1990 Non-Qualified Stock Option Plan.

(6)  Calculated  solely for purposes of this  offering  under Rule 457(h) of the
     Securities Act of 1933, as amended, on the basis of the average of the high
     and low prices per  Ordinary  Share of  Flextronics  International  Ltd. on
     March 30, 2000 as reported by the Nasdaq National Market.

(7)  Represents  weighted  average per share exercise price for such outstanding
     options,  calculated  pursuant to Rule 457(h)(1)  solely for the purpose of
     calculating the registration fee.

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

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

4.2       1993 Share Option Plan.

4.3       The DII Group, Inc. 1993 Stock Option Plan.

4.4       The DII Group, Inc. 1994 Stock Incentive Plan.

4.5       Orbit Semiconductor, Inc. 1994 Stock Incentive Plan.

4.6       KMOS Semi-Customs, Inc. 1989 Stock Option Plan.

4.7       KMOS Semi-Customs, Inc. 1990 Non-Qualified Stock Option Plan.

5.1       Opinion of Allen & Gledhill.

23.1      Consent of Arthur Andersen LLP.

23.2      Consent of Moore Stephens.

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

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

<PAGE>


                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.

<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 4th 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 4, 2000
------------------------------------        Officer (principal executive officer)
     Michael E. Marks


/s/ Tsui Sung Lam                           Director                                           April 4, 2000
------------------------------------
     Tsui Sung Lam


/s/ Robert R.B. Dykes                       President, Systems Group and Chief                 April 4, 2000
------------------------------------        Financial Officer (principal financial
     Robert R.B. Dykes                      and accounting officer)


/s/ Michael J. Moritz                       Director                                           April 4, 2000
------------------------------------
     Michael J. Moritz


/s/ Richard L. Sharp                        Director                                           April 4, 2000
------------------------------------
     Richard L. Sharp


/s/ Patrick Foley                           Director                                           April 4, 2000
------------------------------------
     Patrick Foley


/s/ Alain Ahkong                            Director                                           April 4, 2000
------------------------------------
     Alain Ahkong


/s/ Shing Leong Hui                         Director                                           April 4, 2000
------------------------------------
     Shing Leong Hui
</TABLE>

<PAGE>


                                  EXHIBIT INDEX

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

4.2       1993 Share Option Plan.

4.3       The DII Group, Inc. 1993 Stock Option Plan.

4.4       The DII Group, Inc. 1994 Stock Incentive Plan.

4.5       Orbit Semiconductor, Inc. 1994 Stock Incentive Plan.

4.6       KMOS Semi-Customs, Inc. 1989 Stock Option Plan.

4.7       KMOS Semi-Customs, Inc. 1990 Non-Qualified Stock Option Plan.

5.1       Opinion of Allen & Gledhill.

23.1      Consent of Arthur Andersen LLP.

23.2      Consent of Moore Stephens.

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

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": 21578}]
{"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": "333-34016", "film-number": "593523"}, "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 4, 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)

              Flextronics International Ltd. 1993 Share Option Plan

           Share options granted under The DII Group, Inc. 1993 Stock
                      Option Plan assumed by the Registrant

           Share options granted under The DII Group, Inc. 1994 Stock
                    Incentive Plan assumed by the Registrant

      Share options granted under the Orbit Semiconductor, Inc. 1994 Stock
                    Incentive Plan assumed by the Registrant

       Share options granted under the KMOS Semi-Customs, Inc. 1989 Stock
                     Option Plan assumed by the Registrant

   Share options granted under the KMOS Semi-Customs 1990 Non-Qualified Stock
        Option 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.
                                Tram T. Phi, Esq.
                               Fenwick & West LLP
                              Two Palo Alto Square
                           Palo Alto, California 94306

This Registration  Statement shall become effective immediately upon filing with
the Securities and Exchange Commission,  and sales of the registered  securities
will begin as soon as reasonably practicable after such effective date.

                         CALCULATION OF REGISTRATION FEE
Title of                        Amount           Proposed Maximum          Proposed
            Securities                       to be             Offering Price       Maximum Aggregate           Amount of
         to be Registered                  Registered            Per Share         Offering Price (6)       Registration Fee
         ----------------                  ----------            ---------         ------------------       ----------------
Ordinary Shares, S$0.01 par value         4,000,000 (1)         $66.7500(6)          $267,000,000.00           $70,488.00
Ordinary Shares, S$0.01 par value         1,243,634 (2)         $5.9517 (7)            $7,401,736.48            $1,954.06
Ordinary Shares, S$0.01 par value         3,885,239 (3)        $10.3511 (7)           $40,216,497.41           $10,617.16
Ordinary Shares, S$0.01 par value           106,222 (4)         $5.6998 (7)              $605,444.16              $159.84
Ordinary Shares, S$0.01 par value             5,957 (5)         $1.3003 (7)                $7,745.89                $2.04
(1)  Represents  additional  shares available for issuance under the Flextronics
     International Ltd. 1993 Share Option Plan. Pursuant to Rule 429 promulgated
     under the Securities Act of 1933, as amended (the  "Securities  Act"),  the
     prospectuses  relating to this  Registration  Statement  also relate to the
     shares  registered  under Form S-8  Registration  Statement Nos.  33-99924,
     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. 1993 Stock Option Plan.

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

(4)  Represents shares subject to assumed  outstanding share options as of April
     4, 2000 granted under the Orbit  Semiconductor,  Inc. 1994 Stock  Incentive
     Plan.

(5)  Represents shares subject to assumed  outstanding share options as of April
     4, 2000 granted  under the KMOS  Semi-Customs,  Inc. 1989 Stock Option Plan
     and the KMOS Semi-Customs 1990 Non-Qualified Stock Option Plan.

(6)  Calculated  solely for purposes of this  offering  under Rule 457(h) of the
     Securities Act of 1933, as amended, on the basis of the average of the high
     and low prices per  Ordinary  Share of  Flextronics  International  Ltd. on
     March 30, 2000 as reported by the Nasdaq National Market.

(7)  Represents  weighted  average per share exercise price for such outstanding
     options,  calculated  pursuant to Rule 457(h)(1)  solely for the purpose of
     calculating the registration fee.

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

4.2       1993 Share Option Plan.

4.3       The DII Group, Inc. 1993 Stock Option Plan.

4.4       The DII Group, Inc. 1994 Stock Incentive Plan.

4.5       Orbit Semiconductor, Inc. 1994 Stock Incentive Plan.

4.6       KMOS Semi-Customs, Inc. 1989 Stock Option Plan.

4.7       KMOS Semi-Customs, Inc. 1990 Non-Qualified Stock Option Plan.

5.1       Opinion of Allen & Gledhill.

23.1      Consent of Arthur Andersen LLP.

23.2      Consent of Moore Stephens.

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

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 4th 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 4, 2000
------------------------------------        Officer (principal executive officer)
     Michael E. Marks

/s/ Tsui Sung Lam                           Director                                           April 4, 2000
------------------------------------
     Tsui Sung Lam

/s/ Robert R.B. Dykes                       President, Systems Group and Chief                 April 4, 2000
------------------------------------        Financial Officer (principal financial
     Robert R.B. Dykes                      and accounting officer)

/s/ Michael J. Moritz                       Director                                           April 4, 2000
------------------------------------
     Michael J. Moritz

/s/ Richard L. Sharp                        Director                                           April 4, 2000
------------------------------------
     Richard L. Sharp

/s/ Patrick Foley                           Director                                           April 4, 2000
------------------------------------
     Patrick Foley

/s/ Alain Ahkong                            Director                                           April 4, 2000
------------------------------------
     Alain Ahkong

/s/ Shing Leong Hui                         Director                                           April 4, 2000
------------------------------------
     Shing Leong Hui
EXHIBIT INDEX

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

4.2       1993 Share Option Plan.

4.3       The DII Group, Inc. 1993 Stock Option Plan.

4.4       The DII Group, Inc. 1994 Stock Incentive Plan.

4.5       Orbit Semiconductor, Inc. 1994 Stock Incentive Plan.

4.6       KMOS Semi-Customs, Inc. 1989 Stock Option Plan.

4.7       KMOS Semi-Customs, Inc. 1990 Non-Qualified Stock Option Plan.

5.1       Opinion of Allen & Gledhill.

23.1      Consent of Arthur Andersen LLP.

23.2      Consent of Moore Stephens.

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

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