<PAGE>   1
    As filed with the Securities and Exchange Commission on December 15, 1997
                                                  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.)

       514 CHAI CHEE LANE #04-13, BEDOK INDUSTRIAL ESTATE, SINGAPORE 1646
                    (Address of Principal Executive Offices)

                         FLEXTRONICS INTERNATIONAL LTD.
                             1993 SHARE OPTION PLAN
                            1997 INTERIM OPTION PLAN
                        1997 EMPLOYEE STOCK PURCHASE PLAN
                            (Full Title of the Plans)

                                MICHAEL E. MARKS
                      CHAIRMAN AND CHIEF EXECUTIVE OFFICER
                         FLEXTRONICS INTERNATIONAL LTD.
                     2090 FORTUNE DRIVE, SAN JOSE, CA 95131
                     (Name and Address of Agent For Service)

                                 (408) 428-1300
          (Telephone Number, including Area Code, of Agent For Service)

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(1)         OFFERING PRICE(1)       REGISTRATION FEE
      ----------------                    ----------         ------------         -----------------       ----------------
<S>                                       <C>                   <C>                  <C>                     <C>
Ordinary Shares, S$0.01 par value:        2,000,000              $36.75              $73,500,000             $21,682.50
1993 Share Option Plan(2)

Ordinary Shares, S$0.01 par value:          250,000              $36.75               $9,187,500              $2,710.31
1997 Interim Option Plan

Ordinary Shares, S$0.01 par value:           75,000              $36.75               $2,756,250                $813.09
1997 Employee Stock Purchase Plan
</TABLE>



(1) 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 selling prices per Ordinary Share of Flextronics International Ltd.
    on December 10, 1997 as reported by the Nasdaq National Market.

(2) Represents additional shares available for issuance under the Flextronics
    International Ltd. 1993 Share Option Plan. A total of 600,000 shares
    issuable under the Flextronics International Ltd. 1993 Share Option Plan
    have previously been registered under the Securities Act.







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


<PAGE>   2

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, 1997 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, 1997, as amended on the
                        Registrant's Form 10-K/A, and as amended on the
                        Registrant's Form 10-K/A;

            (b)         The Registrant's Quarterly Report on Form 10-Q for the
                        quarter ended June 30, 1997 filed pursuant to Section
                        13(a) of the Exchange Act, as amended on the
                        Registrant's Form 10-Q/A; and the Registrant's Quarterly
                        Report on Form 10-Q for the quarter ended September 30,
                        1997 pursuant to Section 13(a) of the Exchange Act; and

            (c)         The description of the Registrant's Ordinary Shares
                        contained in the Registrant's registration statement on
                        Form 8-A 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 Registrant's Articles of Association provides
that, subject to the Singapore Companies Act, every Director or other officer
shall be entitled to be indemnified by the Registrant 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 the Registrant and (i) in which judgment is
given in his favor (or the proceedings otherwise disposed of without finding or
admission of any material breach of duty), (ii) in which he is acquitted or
(iii) in connection with any application under any statute for relief from
liability in respect of any such act or omission in which relief is granted to
him by the court and further, that no Director or other officer shall be liable
for the acts, receipts, neglects or defaults of any other Director or officer or
for joining in any receipt or other act for conformity or for any loss or
expense happening to the Registrant through the insufficiency or deficiency of
title to any property acquired by order of the Directors for the Registrant or
for the insufficiency or deficiency of any security upon which any of the moneys
of the Registrant 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 for any other loss or misfortune 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 prohibits a company from indemnifying its directors or officers against
liability which by law would otherwise attach to them in respect of any
negligence, default, breach of duty or breach of trust of which they may be
guilty in relation to the Registrant, except to the extent permitted under
Article 155 of the Registrant's Articles of Association, and any such indemnity
is void and unenforceable. The Registrant has entered into Indemnification
Agreements with its officers and directors that













<PAGE>   3

provide the Registrant's 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               Revolving Credit and Term Loan Agreement dated as of March 27,
                  1997 among the Registrant, The First National Bank of Boston,
                  as Agent, and the other lending institutions listed on
                  Schedule 1 attached thereto. The Registrant agrees to furnish
                  a copy of the omitted schedule to the Commission upon request.
                  (Incorporated by reference to Exhibit 5(a) of the Registrant's
                  Current Report on Form 8-K for the event reported on March 27,
                  1997.)

4.3               Revolving Credit Agreement dated as of March 27, 1997 among
                  Flextronics International USA, Inc., The First National Bank
                  of Boston, as Agent, and the other lending institutions listed
                  on Schedule 1 attached thereto. The Registrant agrees to
                  furnish a copy of the omitted schedule to the Commission upon
                  request. (Incorporated by reference to Exhibit 5(b) of the
                  Registrant's Current Report on Form 8-K for the event reported
                  on March 27, 1997.)

5.1               Opinion and Consent of Allen & Gledhill.

23.1              Consent of Independent Auditors - Ernst & Young LLP.

24.1              Power of Attorney. Reference is made to page 5 of this
                  Registration Statement.

99.1              1993 Share Option Plan. (Incorporated by reference to Exhibit
                  10.2 of the Registrant's registration statement on Form S-1,
                  No. 33-74622.)

99.2              1997 Interim Option Plan.

99.3              1997 Employee Stock Purchase Plan.


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


                                       3

<PAGE>   4

                               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 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 filed by the Registrant pursuant to Section 13
                     or Section 15(d) of the Exchange Act of 1934 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 Section 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.
















                                       4


<PAGE>   5

                                   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 15th day of
December, 1997.

                                        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 on behalf
of the Registrant and 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                           December 15, 1997
---------------------------------      Officer (principal executive officer)
Michael E. Marks

                                       President, Asia Pacific Operations and Director                      
---------------------------------
Tsui Sung Lam

/s/ ROBERT R.B. DYKES                  Senior Vice President of Finance and                                 December 15, 1997
---------------------------------      Administration (principal financial
Robert R.B. Dykes                      and accounting officer)

/s/ STEPHEN J.L. REES                  Senior Vice President, Worldwide Sales                               
---------------------------------      and Marketing and Director
Stephen J.L. Rees

/s/ MICHAEL J. MORITZ                  Director                                                             December 15, 1997
---------------------------------
Michael J. Moritz

/s/ RICHARD L. SHARP                   Director                                                             December 15, 1997
---------------------------------
Richard L. Sharp

/s/ PATRICK FOLEY                      Director                                                             December 15, 1997
---------------------------------
Patrick Foley

                                       Director                                                             
---------------------------------
Alain Ahkong

                                       Director                                                             
---------------------------------
Shing Leong Hui
</TABLE>


                                       5
<PAGE>   6

                                  EXHIBIT INDEX

<TABLE>
<CAPTION>

Exhibit
Number        Document Description
------        --------------------

<S>           <C>
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           Revolving Credit and Term Loan Agreement dated as of March 27,
              1997 among the Registrant, The First National Bank of Boston, as
              Agent, and the other lending institutions listed on Schedule 1
              attached thereto. The Registrant agrees to furnish a copy of the
              omitted schedule to the Commission upon request. (Incorporated by
              reference to Exhibit 5(a) of the Registrant's Current Report on
              Form 8-K for the event reported on March 27, 1997.)

4.3           Revolving Credit Agreement dated as of March 27, 1997 among
              Flextronics International USA, Inc., The First National Bank of
              Boston, as Agent, and the other lending institutions listed on
              Schedule 1 attached thereto. The Registrant agrees to furnish a
              copy of the omitted schedule to the Commission upon request.
              (Incorporated by reference to Exhibit 5(b) of the Registrant's
              Current Report on Form 8-K for the event reported on March 27,
              1997.)

5.1           Opinion and Consent of Allen & Gledhill.

23.1          Consent of Independent Auditors - Ernst & Young LLP.

24.1          Power of Attorney. Reference is made to page 5 of this
              Registration Statement.

99.1          1993 Share Option Plan. (Incorporated by reference to Exhibit 10.2
              of the Registrant's registration statement on Form S-1, No.
              33-74622.)

99.2          1997 Interim Option Plan.

99.3          1997 Employee Stock Purchase Plan.

</TABLE>
[{"type": "S-8", "sequence": "1", "description": "FORM S-8", "secsgml_size_bytes": 22162}]
{"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": "333-42255", "film-number": "97738430"}, "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"}}
1
    As filed with the Securities and Exchange Commission on December 15, 1997
                                                  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.)

       514 CHAI CHEE LANE #04-13, BEDOK INDUSTRIAL ESTATE, SINGAPORE 1646
                    (Address of Principal Executive Offices)

                         FLEXTRONICS INTERNATIONAL LTD.
                             1993 SHARE OPTION PLAN
                            1997 INTERIM OPTION PLAN
                        1997 EMPLOYEE STOCK PURCHASE PLAN
                            (Full Title of the Plans)

                                MICHAEL E. MARKS
                      CHAIRMAN AND CHIEF EXECUTIVE OFFICER
                         FLEXTRONICS INTERNATIONAL LTD.
                     2090 FORTUNE DRIVE, SAN JOSE, CA 95131
                     (Name and Address of Agent For Service)

                                 (408) 428-1300
          (Telephone Number, including Area Code, of Agent For Service)

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(1)         OFFERING PRICE(1)       REGISTRATION FEE
      ----------------                    ----------         ------------         -----------------       ----------------
Ordinary Shares, S$0.01 par value:        2,000,000              $36.75              $73,500,000             $21,682.50
1993 Share Option Plan(2)

Ordinary Shares, S$0.01 par value:          250,000              $36.75               $9,187,500              $2,710.31
1997 Interim Option Plan

Ordinary Shares, S$0.01 par value:           75,000              $36.75               $2,756,250                $813.09
1997 Employee Stock Purchase Plan
(1) 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 selling prices per Ordinary Share of Flextronics International Ltd.
    on December 10, 1997 as reported by the Nasdaq National Market.

(2) Represents additional shares available for issuance under the Flextronics
    International Ltd. 1993 Share Option Plan. A total of 600,000 shares
    issuable under the Flextronics International Ltd. 1993 Share Option Plan
    have previously been registered under the Securities Act.

--------------------------------------------------------------------------------
2

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, 1997 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, 1997, as amended on the
                        Registrant's Form 10-K/A, and as amended on the
                        Registrant's Form 10-K/A;

            (b)         The Registrant's Quarterly Report on Form 10-Q for the
                        quarter ended June 30, 1997 filed pursuant to Section
                        13(a) of the Exchange Act, as amended on the
                        Registrant's Form 10-Q/A; and the Registrant's Quarterly
                        Report on Form 10-Q for the quarter ended September 30,
                        1997 pursuant to Section 13(a) of the Exchange Act; and

            (c)         The description of the Registrant's Ordinary Shares
                        contained in the Registrant's registration statement on
                        Form 8-A 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 Registrant's Articles of Association provides
that, subject to the Singapore Companies Act, every Director or other officer
shall be entitled to be indemnified by the Registrant 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 the Registrant and (i) in which judgment is
given in his favor (or the proceedings otherwise disposed of without finding or
admission of any material breach of duty), (ii) in which he is acquitted or
(iii) in connection with any application under any statute for relief from
liability in respect of any such act or omission in which relief is granted to
him by the court and further, that no Director or other officer shall be liable
for the acts, receipts, neglects or defaults of any other Director or officer or
for joining in any receipt or other act for conformity or for any loss or
expense happening to the Registrant through the insufficiency or deficiency of
title to any property acquired by order of the Directors for the Registrant or
for the insufficiency or deficiency of any security upon which any of the moneys
of the Registrant 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 for any other loss or misfortune 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 prohibits a company from indemnifying its directors or officers against
liability which by law would otherwise attach to them in respect of any
negligence, default, breach of duty or breach of trust of which they may be
guilty in relation to the Registrant, except to the extent permitted under
Article 155 of the Registrant's Articles of Association, and any such indemnity
is void and unenforceable. The Registrant has entered into Indemnification
Agreements with its officers and directors that
3

provide the Registrant's 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               Revolving Credit and Term Loan Agreement dated as of March 27,
                  1997 among the Registrant, The First National Bank of Boston,
                  as Agent, and the other lending institutions listed on
                  Schedule 1 attached thereto. The Registrant agrees to furnish
                  a copy of the omitted schedule to the Commission upon request.
                  (Incorporated by reference to Exhibit 5(a) of the Registrant's
                  Current Report on Form 8-K for the event reported on March 27,
                  1997.)

4.3               Revolving Credit Agreement dated as of March 27, 1997 among
                  Flextronics International USA, Inc., The First National Bank
                  of Boston, as Agent, and the other lending institutions listed
                  on Schedule 1 attached thereto. The Registrant agrees to
                  furnish a copy of the omitted schedule to the Commission upon
                  request. (Incorporated by reference to Exhibit 5(b) of the
                  Registrant's Current Report on Form 8-K for the event reported
                  on March 27, 1997.)

5.1               Opinion and Consent of Allen & Gledhill.

23.1              Consent of Independent Auditors - Ernst & Young LLP.

24.1              Power of Attorney. Reference is made to page 5 of this
                  Registration Statement.

99.1              1993 Share Option Plan. (Incorporated by reference to Exhibit
                  10.2 of the Registrant's registration statement on Form S-1,
                  No. 33-74622.)

99.2              1997 Interim Option Plan.

99.3              1997 Employee Stock Purchase Plan.

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

                                       3
4

                               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 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 filed by the Registrant pursuant to Section 13
                     or Section 15(d) of the Exchange Act of 1934 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 Section 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.

                                       4
5

                                   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 15th day of
December, 1997.

                                        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 on behalf
of the Registrant and in the capacities and on the dates indicated.
SIGNATURE                                             TITLE                                                       DATE
---------                                             -----                                                       ----
/s/ MICHAEL E. MARKS                   Chairman of the Board, and Chief Executive                           December 15, 1997
---------------------------------      Officer (principal executive officer)
Michael E. Marks

                                       President, Asia Pacific Operations and Director                      
---------------------------------
Tsui Sung Lam

/s/ ROBERT R.B. DYKES                  Senior Vice President of Finance and                                 December 15, 1997
---------------------------------      Administration (principal financial
Robert R.B. Dykes                      and accounting officer)

/s/ STEPHEN J.L. REES                  Senior Vice President, Worldwide Sales                               
---------------------------------      and Marketing and Director
Stephen J.L. Rees

/s/ MICHAEL J. MORITZ                  Director                                                             December 15, 1997
---------------------------------
Michael J. Moritz

/s/ RICHARD L. SHARP                   Director                                                             December 15, 1997
---------------------------------
Richard L. Sharp

/s/ PATRICK FOLEY                      Director                                                             December 15, 1997
---------------------------------
Patrick Foley

                                       Director                                                             
---------------------------------
Alain Ahkong

                                       Director                                                             
---------------------------------
Shing Leong Hui
5
6

                                  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           Revolving Credit and Term Loan Agreement dated as of March 27,
              1997 among the Registrant, The First National Bank of Boston, as
              Agent, and the other lending institutions listed on Schedule 1
              attached thereto. The Registrant agrees to furnish a copy of the
              omitted schedule to the Commission upon request. (Incorporated by
              reference to Exhibit 5(a) of the Registrant's Current Report on
              Form 8-K for the event reported on March 27, 1997.)

4.3           Revolving Credit Agreement dated as of March 27, 1997 among
              Flextronics International USA, Inc., The First National Bank of
              Boston, as Agent, and the other lending institutions listed on
              Schedule 1 attached thereto. The Registrant agrees to furnish a
              copy of the omitted schedule to the Commission upon request.
              (Incorporated by reference to Exhibit 5(b) of the Registrant's
              Current Report on Form 8-K for the event reported on March 27,
              1997.)

5.1           Opinion and Consent of Allen & Gledhill.

23.1          Consent of Independent Auditors - Ernst & Young LLP.

24.1          Power of Attorney. Reference is made to page 5 of this
              Registration Statement.

99.1          1993 Share Option Plan. (Incorporated by reference to Exhibit 10.2
              of the Registrant's registration statement on Form S-1, No.
              33-74622.)

99.2          1997 Interim Option Plan.

99.3          1997 Employee Stock Purchase Plan.