As filed with the Securities and Exchange Commission on January 21, 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
                        1997 Employee Share Purchase Plan

                            (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 (1)        Per Share (4)          Offering Price (4)     Registration Fee
            ----------------                --------------        -------------          ------------------     ----------------
<S>                                          <C>                       <C>                  <C>                   <C>
Ordinary Shares, S$0.01 par value            2,000,000 (2)             $45.375              $90,750,000           $23,958.00
1993 Share Option Plan

Ordinary Shares, S$0.01 par value              500,000 (3)             $45.375              $22,687,500            $5,989.50
1997 Employee Share Purchase Plan
</TABLE>

(1)  Reflects a two-for-one  stock split of the Ordinary  Shares of  Flextronics
     International  Ltd.  effected  in the  form of a  one-for-one  bonus  issue
     (equivalent to a stock dividend) on December 22, 1999.

(2)  Represents  additional  shares available for issuance under the Flextronics
     International Ltd. 1993 Share Option Plan. Pursuant to Rule 429 promulgated
     under the Securities Act of 1933, as amended (the  "Securities  Act"),  the
     prospectuses  relating to this  Registration  Statement  also relate to the
     shares  registered  under Form S-8  Registration  Statement Nos.  33-99924,
     333-42255 and 333-71049.  A total of 14,400,000  shares  issuable under the
     1993 Share Option Plan has previously been registered  under the Securities
     Act.

(3)  Represents  additional  shares available for issuance under the Flextronics
     International Ltd. 1993 Employee Share Purchase Plan.  Pursuant to Rule 429
     promulgated  under the  Securities  Act,  the  prospectus  relating to this
     Registration  Statement also relate to the shares registered under Form S-8
     Registration  Statement No.  333-42255.  A total of 300,000 shares issuable
     under the 1997 Employee Share Purchase Plan have previously been registered
     under the Securities Act.

(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
     January 18, 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 and September 24, 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.

     As permitted by the laws of Singapore,  the Articles of  Association of the
Company provide that, subject to the Companies Act, the Company's  directors and
officers will be  indemnified by the Company  against any liability  incurred by
them in the  execution  and  discharge of their  duties or in relation  thereto,
including any liability in defending any proceedings, whether civil or criminal,
which relate to anything done or omitted or alleged to have been done or omitted
as an officer,  director  or  employee  of the Company and in which  judgment is
given in their  favor or the  proceeding  is  otherwise  disposed  of  without a
finding  or  admission  of any  material  breach of duty,  or in which  they are
acquitted or in  connection  with any  application  under any statute for relief
from  liability  in  respect  thereof  in which  relief is granted by the court.
Directors and officers may not be indemnified by the Company for acts, receipts,
neglects or defaults;  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  Flextronics  or the  insufficiency  or
deficiency of any security upon which any moneys of Flextronics  are invested or
for any loss or damage arising from the  bankruptcy,  insolvency or tortuous act
of any person whom any moneys, securities or effects are deposited; or any other
loss or misfortune which happens in the execution of their duties.

     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.

<PAGE>


     The Company 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.

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  1997 Employee Share Purchase 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

<PAGE>


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.

     The  undersigned  Registrant  hereby  undertakes  to deliver or cause to be
delivered with the prospectus,  to each person to whom the prospectus is sent or
given,  the latest annual  report to security  holders that is  incorporated  by
reference  in  the  prospectus  and  furnished   pursuant  to  and  meeting  the
requirements of Rule 14a-3 or Rule 14c-3 under the Securities Exchange Act; and,
where  interim  financial  information  required to be presented by Article 3 of
Regulation S-X is not set forth in the  prospectus,  to deliver,  or cause to be
delivered  to each person to whom the  prospectus  is sent or given,  the latest
quarterly  report  that  is  specifically   incorporated  by  reference  in  the
prospectus to provide such interim financial information.

     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 20th day of
January, 2000.

                                        FLEXTRONICS INTERNATIONAL LTD.

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


                                POWER OF ATTORNEY

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

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

<TABLE>
<CAPTION>
SIGNATURE                                TITLE                                       DATE
---------                                -----                                       ----
<S>                        <C>                                                <C>
/s/ Michael E. Marks       Chairman of the Board, and Chief Executive         January 20, 2000
-----------------------
     Michael E. Marks      Officer (principal executive officer)

                           Director
-----------------------
     Tsui Sung Lam

/s/ Robert R.B. Dykes      President, Systems Group and Chief                 January 20, 2000
-----------------------
     Robert R.B. Dykes     Financial Officer (principal financial
                           and accounting officer)

/s/ Michael J. Moritz      Director                                           January 20, 2000
-----------------------
     Michael J. Moritz

/s/ Richard L. Sharp       Director                                           January 20, 2000
-----------------------
     Richard L. Sharp

/s/ Patrick Foley          Director                                           January  20, 2000
-----------------------
     Patrick Foley

/s/ Alain Ahkong           Director                                           January 20, 2000
-----------------------
     Alain Ahkong

/s/ Shing Leong Hui        Director                                           January 20, 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  1997 Employee Share Purchase 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": "REGISTRATION STATEMENT", "secsgml_size_bytes": 19781}]
{"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": "333-95189", "film-number": "511273"}, "business-address": {"street1": "BLK 514 CHAI CHEE LANE #04-13", "street2": "BODEK INDUSTRIAL ESTATE REPUBLIC OF SING", "city": "SINGAPORE 1646", "state": "U0", "phone": "0654495255"}, "former-company": {"former-conformed-name": "FLEX HOLDINGS PTE LTD", "date-changed": "19940201"}}
As filed with the Securities and Exchange Commission on January 21, 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
                        1997 Employee Share Purchase Plan

                            (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 (1)        Per Share (4)          Offering Price (4)     Registration Fee
            ----------------                --------------        -------------          ------------------     ----------------
Ordinary Shares, S$0.01 par value            2,000,000 (2)             $45.375              $90,750,000           $23,958.00
1993 Share Option Plan

Ordinary Shares, S$0.01 par value              500,000 (3)             $45.375              $22,687,500            $5,989.50
1997 Employee Share Purchase Plan
(1)  Reflects a two-for-one  stock split of the Ordinary  Shares of  Flextronics
     International  Ltd.  effected  in the  form of a  one-for-one  bonus  issue
     (equivalent to a stock dividend) on December 22, 1999.

(2)  Represents  additional  shares available for issuance under the Flextronics
     International Ltd. 1993 Share Option Plan. Pursuant to Rule 429 promulgated
     under the Securities Act of 1933, as amended (the  "Securities  Act"),  the
     prospectuses  relating to this  Registration  Statement  also relate to the
     shares  registered  under Form S-8  Registration  Statement Nos.  33-99924,
     333-42255 and 333-71049.  A total of 14,400,000  shares  issuable under the
     1993 Share Option Plan has previously been registered  under the Securities
     Act.

(3)  Represents  additional  shares available for issuance under the Flextronics
     International Ltd. 1993 Employee Share Purchase Plan.  Pursuant to Rule 429
     promulgated  under the  Securities  Act,  the  prospectus  relating to this
     Registration  Statement also relate to the shares registered under Form S-8
     Registration  Statement No.  333-42255.  A total of 300,000 shares issuable
     under the 1997 Employee Share Purchase Plan have previously been registered
     under the Securities Act.

(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
     January 18, 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 and September 24, 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.

     As permitted by the laws of Singapore,  the Articles of  Association of the
Company provide that, subject to the Companies Act, the Company's  directors and
officers will be  indemnified by the Company  against any liability  incurred by
them in the  execution  and  discharge of their  duties or in relation  thereto,
including any liability in defending any proceedings, whether civil or criminal,
which relate to anything done or omitted or alleged to have been done or omitted
as an officer,  director  or  employee  of the Company and in which  judgment is
given in their  favor or the  proceeding  is  otherwise  disposed  of  without a
finding  or  admission  of any  material  breach of duty,  or in which  they are
acquitted or in  connection  with any  application  under any statute for relief
from  liability  in  respect  thereof  in which  relief is granted by the court.
Directors and officers may not be indemnified by the Company for acts, receipts,
neglects or defaults;  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  Flextronics  or the  insufficiency  or
deficiency of any security upon which any moneys of Flextronics  are invested or
for any loss or damage arising from the  bankruptcy,  insolvency or tortuous act
of any person whom any moneys, securities or effects are deposited; or any other
loss or misfortune which happens in the execution of their duties.

     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.
The Company 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.

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  1997 Employee Share Purchase 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.

     The  undersigned  Registrant  hereby  undertakes  to deliver or cause to be
delivered with the prospectus,  to each person to whom the prospectus is sent or
given,  the latest annual  report to security  holders that is  incorporated  by
reference  in  the  prospectus  and  furnished   pursuant  to  and  meeting  the
requirements of Rule 14a-3 or Rule 14c-3 under the Securities Exchange Act; and,
where  interim  financial  information  required to be presented by Article 3 of
Regulation S-X is not set forth in the  prospectus,  to deliver,  or cause to be
delivered  to each person to whom the  prospectus  is sent or given,  the latest
quarterly  report  that  is  specifically   incorporated  by  reference  in  the
prospectus to provide such interim financial information.

     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 20th day of
January, 2000.

                                        FLEXTRONICS INTERNATIONAL LTD.

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

                                POWER OF ATTORNEY

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

     Pursuant  to  the   requirements  of  the  Securities  Act  of  1933,  this
registration  statement  has been signed below by the  following  persons in the
capacities and on the dates indicated.
SIGNATURE                                TITLE                                       DATE
---------                                -----                                       ----
/s/ Michael E. Marks       Chairman of the Board, and Chief Executive         January 20, 2000
-----------------------
     Michael E. Marks      Officer (principal executive officer)

                           Director
-----------------------
     Tsui Sung Lam

/s/ Robert R.B. Dykes      President, Systems Group and Chief                 January 20, 2000
-----------------------
     Robert R.B. Dykes     Financial Officer (principal financial
                           and accounting officer)

/s/ Michael J. Moritz      Director                                           January 20, 2000
-----------------------
     Michael J. Moritz

/s/ Richard L. Sharp       Director                                           January 20, 2000
-----------------------
     Richard L. Sharp

/s/ Patrick Foley          Director                                           January  20, 2000
-----------------------
     Patrick Foley

/s/ Alain Ahkong           Director                                           January 20, 2000
-----------------------
     Alain Ahkong

/s/ Shing Leong Hui        Director                                           January 20, 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  1997 Employee Share Purchase 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.