SECURITIES AND EXCHANGE COMMISSION
                              Washington, DC 20549
                                     
                                    FORM S-8
                             REGISTRATION STATEMENT
                                      UNDER
                           THE SECURITIES ACT OF 1933
                                     
                                SCI SYSTEMS, INC.
             (Exact Name of Registrant as Specified in Its Charter)
        DELAWARE                                        63-0583436
(State or Other Jurisdiction of           (I.R.S.Employer Identification Number)
Incorporation or Organization)      
                       
                            2101 WEST CLINTON AVENUE
                            HUNTSVILLE, ALABAMA 35805
              (Address of Principal Executive Offices) (Zip Code)

         SCI SYSTEMS, INC. BOARD OF DIRECTORS DEFERRED COMPENSATION PLAN
                            (Full Title of the Plan)

                                  OLIN B. KING
                                    CHAIRMAN
                                SCI SYSTEMS, INC.
                         C/O SCI SYSTEMS (ALABAMA), INC.
                            2101 WEST CLINTON AVENUE
                            HUNTSVILLE, ALABAMA 35805
                     (Name and Address of Agent for Service)
                                     
                                 (256) 882-4800
          (Telephone Number, Including Area Code, of Agent for Service)
                                     
                          COPIES OF COMMUNICATIONS TO:

                             ELIOT W. ROBINSON, ESQ.
                     POWELL, GOLDSTEIN, FRAZER & MURPHY LLP
                                 SIXTEENTH FLOOR
                           191 PEACHTREE STREET, N.E.
                             ATLANTA, GEORGIA 30303

                         CALCULATION OF REGISTRATION FEE
<TABLE>
<S>                     <C>              <C>                <C>                 <C>
                                         Proposed Maximum   Proposed Maximum
Title of Securities     Amount To Be     Offering Price     Aggregate Offering  Amount of 
To Be Registered(1)     Registered(2)    Per Share(3)       Price(3)            Registration Fee

Common Stock, par
 value $.10 per         200,000          $54.8125           $11,362,500.00      $3,158.78 
 share                  

</TABLE>

  (1)   Includes the  associated  deferred  compensation plan obligations, which
        are  unsecured  obligations  of  the  Registrant to pay  benefits in the
        future in  accordance  with the terms of  the SCI Systems, Inc. Board of
        Directors Deferred Compensation Plan (the "Plan").
  (2)   Representing  the  number of shares of common  stock, $.10 par value per
        share  (the "Common Stock"), of  the  Registrant that could be issued to
        participants in the  Plan as  payment  of  the  value  of  participants'
        accounts in such Plan.
  (3)   Estimated  solely  for  purposes  of  calculating  the  registration fee
        pursuant to Rule  457(h)(1) under the Securities Act of 1933, as amended
        (the  "Securities  Act")   and  based  on  the   closing  price  of  the
        Registrant's  Common  Stock  reported on the  New  York  Stock  Exchange
        on January 28, 1999.

                                                                     


<PAGE>

                                     PART I

              INFORMATION REQUIRED IN THE SECTION 10(A) PROSPECTUS


     The  documents  containing  the  information  specified  in  Part  I of the
Instructions to the Registration  Statement on Form S-8 will be sent or given to
employees of the Registrant as required by Rule 428(b)(1)  promulgated under the
Securities Act of 1933, as amended (the "Securities Act").


<PAGE>
                                  
                                     PART II
  
  
  ITEM 3.  INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE.
  
           The following documents previously filed by the Registrant  with  the
  Securities  and  Exchange  Commission  (the  "Commission")   pursuant  to  the
  Securities  Exchange  Act of  1934,  as  amended  (the  "Exchange  Act"),  are
  incorporated  herein by reference:
  
           (1)  Annual  Report  on  Form 10-K  for  the year ended June 30, 1998
                (Commission File No. 001-12821); and
       
           (2)  Quarterly   Report   on   Form  10-Q   for   the  quarter  ended
                September 30, 1998 (Commission File No. 001-12821).
  
           All  documents  filed  by the  Registrant  pursuant to Section 13(a),
  13(c), 14 or 15(d) of the Exchange Act subsequent to the date hereof and prior
  to the date upon  which  this  offering is terminated  shall  be  deemed to be
  incorporated  by reference herein and to be part hereof from the date any such
  document is filed.
  
  
  ITEM 4.  DESCRIPTION OF SECURITIES.
    
           The Deferred  Compensation  Plan  Obligations (the "Obligations") are
  unsecured general obligations of the  Registrant to pay benefits in the future
  in accordance with the  terms of SCI Systems, Inc. Board of Directors Deferred
  Compensation Plan (the "Plan").
  
           Under the Plan, a  participant may elect to defer a portion of his or
  her compensation  otherwise  payable to the  participant by the Registrant for
  attendance  at  meetings  of the  Board  of  Directors of  the  Registrant  or
  a committee thereof.  The value of the participant's   account under the Plan,
  including dividends, will be determined  quarterly on the last  trading day of
  each  calendar  quarter  and on the date of the  participant's  termination of
  service as a member of the  Board of Directors of Registrant.  The  value of a
  participant's account shall be determined based upon the average  high and low
  prices for Registrant's  Common  Stock listed in the  composite  tables in The
  Wall Street Journal for the valuation date.
  
           Benefits  under the  Plan are  generally  payable upon termination of
  employment, retirement or death.  The form of payment will be payable in whole
  shares of the  Registrant's   Common   Stock (and in cash to the extent of any
  fractional shares) in a single payment.    
  
           Under the Plan,  a  participant's right to the  Obligations cannot be
  transferred,   assigned,  subject  to  garnishment,  attachment or other legal
  equitable process without the  prior written  consent of the  Registrant or by
  operation of law.  The  Registrant has  established  a  trust to  hold assets,
  subject to the claims of  Registrant's  creditors in the event of Registrant's
  insolvency,  which  shall  be  used  to  satisfy  the  Registrant's  financial
  liability  for  the  Obligations.  The  trustee  has the  power to  invest and
  reinvest the  principal and income of the trust and keep it invested,  without
  distinction  between  principal and income, in any security or property as it,
  in its sole discretion, deems advisable.
  
           The Registrant may modify,  amend or  terminate the Plan at any time.
  No such  modifications or  amendment shall  have the  effect of  retroactively
  changing or depriving any participants of  benefits already  accrued under the
  Plan.
  
           All  benefits  provided under the Plan will be paid from the  general
  assets of the  Registrant  and no separate fund has been established to secure
  payment.
  
  ITEM 5.  INTERESTS OF NAMED EXPERTS AND COUNSEL.
  
           Michael  M. Sullivan,  Esq.,  Huntsville,  Alabama,  has  rendered an
  opinion regarding the legality of the securities registered hereby.
  
  
  ITEM 6.  INDEMNIFICATION OF DIRECTORS AND OFFICERS.
  
           Article XII of the Company's Bylaws, as amended, and Article Tenth of
  the Company's  Second  Restated  Certificate of Incorporation, as amended, set
  forth  the  extent  to  which  the  Company's  directors  and  officers may be
  indemnified by the Company against the  liabilities  which  they  may incur in
  such capacities.  Such  indemnification  is  authorized  by Section 145 of the
  General Corporation Law of Delaware.  These  provisions generally provide that
  the  directors  and  officers of  the  Company,  their  heirs,  executors  and
  administrators, will be indemnified by the Company against expenses reasonably
  incurred in connection with any action, suit or proceeding to which a director
  or  officer may be  made a  party  by  reason of his serving in such capacity,
  except in relation to  matters where such  director or  officer may be finally
  adjudged to have been liable for negligence or misconduct.  In the  event of a
  settlement  of  any  such  action, suit or proceeding, indemnification will be
  provided only in  connection with those  matters as to  which  the  Company is
  advised by counsel that the person to be indemnified did  not commit a  breach
  of duty to the Company.  Article Fifteenth of the  Company's  Second  Restated
  Certificate  of  Incorporation also provides that no  director of the  Company
  will be liable to the Company or  to the Company's  stockholders for  monetary
  damages for  breach of  fiduciary duty  as a  director,  except for  liability
  arising from a breach of a duty of loyalty, a failure to act  in  good  faith,
  intentional  misconduct,  a knowing violation of the law, an improper personal
  benefit   or liability  under  Section  174 of the  General Corporation Law of
  Delaware.
  
           The  Company  maintains  directors  and officers' liability insurance
  policies covering   claims made against its directors and officers for certain
  wrongful acts  done in  such  capacities  and  providing  reimbursement to the
  Company for its indemnification of  its  directors  and officers in respect of
  such claims.
  
  ITEM 7.  EXEMPTION FROM REGISTRATION CLAIMED.
  
           Not applicable.
  
  ITEM 8.  EXHIBITS.
  
           The   following  exhibits  are  filed  herewith  or  incorporated  by
  reference herein:
  
  
  Exhibit    
  Number     Description
  
  3.1        Registrant's  Second  Restated  Certificate  of  Incorporation,  as
             amended,  and  Certificate  of  Amendment  of  the  Second Restated
             Certificate  of  Incorporation as filed with the Secretary of State
             of the State of Delaware on January 26, 1996.  (Incorporated herein
             by reference to Exhibit 4.1 to Registrant's Registration  Statement
             on Form S-3 (File No.333-05917), as amended).
 
  3.2        By-laws  of  the  Registrant,  as amended.  (Incorporated herein by
             reference to Exhibit 4.2 to Registrant's  Registration Statement on
             Form S-3 (File No. 333-05917) as amended).
  
  4.1        Second Restated Certificate of Incorporation, filed as Exhibit 3.1,
             and By-laws of Registrant,  as amended,  filed as Exhibit 3.2,  are
             incorporated herein by reference.
 
  4.2        Indenture dated as of April 23, 1996, between the Company  and  PNC
             Bank,  Kentucky,  Inc.,  as Trustee,  relating to the Company's  5%
             Convertible  Subordinated  Notes  Due  2006 (Incorporated herein by
             reference to Exhibit 4.3 to the Registration  Statement on Form S-3
             (File No. 333-05917, as amended).
  
               
  
  5          Opinion of Counsel, Michael M. Sullivan, Esq.
               
  
  23.1       Consent of Counsel (included in Exhibit 5)
               
  
  23.2       Consent of Independent Auditors
               
  
  24         Power  of  Attorney   (see  signature  pages  to  this Registration
             Statement).


  
  ITEM 9.  UNDERTAKINGS.
  
          (a)  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 of 1933, as amended (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;
       
                    (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 (a)(1)(i) and (a)(1)(ii)
  do not apply if the  information  required to be included in a  post-effective
  amendment by those  paragraphs is contained in  periodic  reports filed by the
  Registrant pursuant to Section 13 or Section 15(d) of the  Securities Exchange
  Act of 1934,  as  amended  (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 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 herein, 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 foregoing provisions, or otherwise,
  the Registrant has been  advised  that in the  opinion of the  Securities  and
  Exchange 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, 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 to the
  questions  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,  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 Huntsville, State of Alabama, on this the 18th day of
January, 1999.
  
                                        SCI SYSTEMS, INC.
  
  
                                        By: /s/Olin B. King      
                                            Olin B. King
                                            Chairman and Chief Executive Officer
                                  
<PAGE>
                                  
                                POWER OF ATTORNEY
  
     KNOW ALL MEN BY THESE PRESENTS,  that each person whose  signature  appears
below  constitutes  and  appoints  OLIN B.  KING as his or her true  and  lawful
attorney-in-fact  and agent, with full power of substitution and resubstitution,
for  him  or her  and in his or her  name,  place  and  stead,  in any  and  all
capacities, to sign any and all amendments (including post-effective amendments)
to this Registration Statement,  and to file the same, with all exhibits thereto
and other documents in connection therewith, with the Commission,  granting unto
said attorney-in-fact and agent, full power and authority to do and perform each
and  every  act and  thing  required  or  necessary  to be done in and about the
premises, as fully to all intents and purposes as he or she might or could do in
person,  hereby  ratifying and  confirming  all that said  attorney-in-fact  and
agent,  or his  substitute,  could  lawfully  do or cause  to be done by  virtue
hereof.
  
     Pursuant to the  requirements  of the  Securities  Act,  this  Registration
Statement has been signed below by the following  persons in the  capacities and
on the date indicated.

<TABLE>
  <S>                           <C>                            <C> 
  Signature                     Title                          Date
  
  
  /s/ Olin B. King              Chairman of the Board          January 18, 1999
  Olin B. King                  and Chief Executive Officer
                                Officer (Principal Executive,
                                Accounting and Financial Officer)
  
  /s/A. Eugene Sapp, Jr.        Director, President            January 18, 1999
  A. Eugene Sapp, Jr.           and Chief Operating Officer
  
  /s/Howard H. Callaway         Director                       January 18, 1999
  Howard H. Callaway    
  
  /s/Jackie M. Ward             Director                       January 18, 1999
  Jackie M. Ward  
  
  /s/Wayne Shortridge           Director                       January 18, 1999
  Wayne Shortridge
  
  /s/William E. Fruhan          Director                       January 18, 1999
  William E. Fruhan                    
  
  /s/G. Robert Tod              Director                       January 18, 1999
  G. Robert Tod
  
</TABLE>
  
<PAGE>
                                  EXHIBIT INDEX
  
  
  
               
  Exhibit      
  Number       Description
  
  3.1          Registrant's  Second  Restated  Certificate  of Incorporation, as
               amended,  and Certificate of  Amendment of  the  Second  Restated
               Certificate of Incorporation as filed with the Secretary of State
               of Delaware on January 26, 1996.(Incorporated herein by reference
               to Exhibit 4.1 to Registrant's Registration Statement on Form S-3
               (File No.333-05917), as amended).
  
  3.2          By-laws of the  Registrant,  as amended.  (Incorporated herein by
               reference to  Exhibit  4.2 to Registrant's Registration Statement
               on Form S-3 (File No.333-05917) as amended).
  
  4.1          Second  Restated  Certificate  of Incorporation, filed as Exhibit
               3.1, and By-laws of Registrant, as amended, filed as Exhibit 3.2,
               are incorporated herein by reference.
  
  4.2          Indenture dated as of April 23, 1996, between the Company and PNC
               Bank, Kentucky, Inc.,  as Trustee,  relating to the Company's  5%
               Convertible  Subordinated  Notes Due 2006 (Incorporated herein by
               reference to Exhibit  4.3 to the  Registration  Statement on Form
               S-3 (File No. 333-05917, as amended).
    
  5            Opinion of Counsel, Michael M. Sullivan, Esq.
    
  23.1         Consent of Counsel (included in Exhibit 5)
    
  23.2         Consent of Independent Auditors
    
  24           Power of Attorney (see signature pages to this 
               Registration Statement).
[{"type": "S-8", "sequence": "1", "description": "REGISTRATION STATEMENT", "secsgml_size_bytes": 20663}]
{"company-data": {"conformed-name": "SCI SYSTEMS INC", "cik": "0000087744", "assigned-sic": "3670", "irs-number": "630583436", "state-of-incorporation": "DE", "fiscal-year-end": "0630"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-71589", "film-number": "99518849"}, "business-address": {"street1": "2101 W CLINTON AVE", "street2": "C/O SCI SYSTEMS (ALABAMA) INC", "city": "HUNTSVILLE", "state": "AL", "zip": "35805", "phone": "3029980592"}, "mail-address": {"street1": "P.O. BOX 1000", "city": "HUNTSVILLE", "state": "AL", "zip": "35807"}, "former-company": {"former-conformed-name": "SPACE CRAFT INC", "date-changed": "19720517"}}
SECURITIES AND EXCHANGE COMMISSION
                              Washington, DC 20549
                                     
                                    FORM S-8
                             REGISTRATION STATEMENT
                                      UNDER
                           THE SECURITIES ACT OF 1933
                                     
                                SCI SYSTEMS, INC.
             (Exact Name of Registrant as Specified in Its Charter)
        DELAWARE                                        63-0583436
(State or Other Jurisdiction of           (I.R.S.Employer Identification Number)
Incorporation or Organization)      
                       
                            2101 WEST CLINTON AVENUE
                            HUNTSVILLE, ALABAMA 35805
              (Address of Principal Executive Offices) (Zip Code)

         SCI SYSTEMS, INC. BOARD OF DIRECTORS DEFERRED COMPENSATION PLAN
                            (Full Title of the Plan)

                                  OLIN B. KING
                                    CHAIRMAN
                                SCI SYSTEMS, INC.
                         C/O SCI SYSTEMS (ALABAMA), INC.
                            2101 WEST CLINTON AVENUE
                            HUNTSVILLE, ALABAMA 35805
                     (Name and Address of Agent for Service)
                                     
                                 (256) 882-4800
          (Telephone Number, Including Area Code, of Agent for Service)
                                     
                          COPIES OF COMMUNICATIONS TO:

                             ELIOT W. ROBINSON, ESQ.
                     POWELL, GOLDSTEIN, FRAZER & MURPHY LLP
                                 SIXTEENTH FLOOR
                           191 PEACHTREE STREET, N.E.
                             ATLANTA, GEORGIA 30303

                         CALCULATION OF REGISTRATION FEE
Proposed Maximum   Proposed Maximum
Title of Securities     Amount To Be     Offering Price     Aggregate Offering  Amount of 
To Be Registered(1)     Registered(2)    Per Share(3)       Price(3)            Registration Fee

Common Stock, par
 value $.10 per         200,000          $54.8125           $11,362,500.00      $3,158.78 
 share
(1)   Includes the  associated  deferred  compensation plan obligations, which
        are  unsecured  obligations  of  the  Registrant to pay  benefits in the
        future in  accordance  with the terms of  the SCI Systems, Inc. Board of
        Directors Deferred Compensation Plan (the "Plan").
  (2)   Representing  the  number of shares of common  stock, $.10 par value per
        share  (the "Common Stock"), of  the  Registrant that could be issued to
        participants in the  Plan as  payment  of  the  value  of  participants'
        accounts in such Plan.
  (3)   Estimated  solely  for  purposes  of  calculating  the  registration fee
        pursuant to Rule  457(h)(1) under the Securities Act of 1933, as amended
        (the  "Securities  Act")   and  based  on  the   closing  price  of  the
        Registrant's  Common  Stock  reported on the  New  York  Stock  Exchange
        on January 28, 1999.
PART I

              INFORMATION REQUIRED IN THE SECTION 10(A) PROSPECTUS

     The  documents  containing  the  information  specified  in  Part  I of the
Instructions to the Registration  Statement on Form S-8 will be sent or given to
employees of the Registrant as required by Rule 428(b)(1)  promulgated under the
Securities Act of 1933, as amended (the "Securities Act").
PART II
  
  
  ITEM 3.  INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE.
  
           The following documents previously filed by the Registrant  with  the
  Securities  and  Exchange  Commission  (the  "Commission")   pursuant  to  the
  Securities  Exchange  Act of  1934,  as  amended  (the  "Exchange  Act"),  are
  incorporated  herein by reference:
  
           (1)  Annual  Report  on  Form 10-K  for  the year ended June 30, 1998
                (Commission File No. 001-12821); and
       
           (2)  Quarterly   Report   on   Form  10-Q   for   the  quarter  ended
                September 30, 1998 (Commission File No. 001-12821).
  
           All  documents  filed  by the  Registrant  pursuant to Section 13(a),
  13(c), 14 or 15(d) of the Exchange Act subsequent to the date hereof and prior
  to the date upon  which  this  offering is terminated  shall  be  deemed to be
  incorporated  by reference herein and to be part hereof from the date any such
  document is filed.
  
  
  ITEM 4.  DESCRIPTION OF SECURITIES.
    
           The Deferred  Compensation  Plan  Obligations (the "Obligations") are
  unsecured general obligations of the  Registrant to pay benefits in the future
  in accordance with the  terms of SCI Systems, Inc. Board of Directors Deferred
  Compensation Plan (the "Plan").
  
           Under the Plan, a  participant may elect to defer a portion of his or
  her compensation  otherwise  payable to the  participant by the Registrant for
  attendance  at  meetings  of the  Board  of  Directors of  the  Registrant  or
  a committee thereof.  The value of the participant's   account under the Plan,
  including dividends, will be determined  quarterly on the last  trading day of
  each  calendar  quarter  and on the date of the  participant's  termination of
  service as a member of the  Board of Directors of Registrant.  The  value of a
  participant's account shall be determined based upon the average  high and low
  prices for Registrant's  Common  Stock listed in the  composite  tables in The
  Wall Street Journal for the valuation date.
  
           Benefits  under the  Plan are  generally  payable upon termination of
  employment, retirement or death.  The form of payment will be payable in whole
  shares of the  Registrant's   Common   Stock (and in cash to the extent of any
  fractional shares) in a single payment.    
  
           Under the Plan,  a  participant's right to the  Obligations cannot be
  transferred,   assigned,  subject  to  garnishment,  attachment or other legal
  equitable process without the  prior written  consent of the  Registrant or by
  operation of law.  The  Registrant has  established  a  trust to  hold assets,
  subject to the claims of  Registrant's  creditors in the event of Registrant's
  insolvency,  which  shall  be  used  to  satisfy  the  Registrant's  financial
  liability  for  the  Obligations.  The  trustee  has the  power to  invest and
  reinvest the  principal and income of the trust and keep it invested,  without
  distinction  between  principal and income, in any security or property as it,
  in its sole discretion, deems advisable.
  
           The Registrant may modify,  amend or  terminate the Plan at any time.
  No such  modifications or  amendment shall  have the  effect of  retroactively
  changing or depriving any participants of  benefits already  accrued under the
  Plan.
  
           All  benefits  provided under the Plan will be paid from the  general
  assets of the  Registrant  and no separate fund has been established to secure
  payment.
  
  ITEM 5.  INTERESTS OF NAMED EXPERTS AND COUNSEL.
  
           Michael  M. Sullivan,  Esq.,  Huntsville,  Alabama,  has  rendered an
  opinion regarding the legality of the securities registered hereby.
  
  
  ITEM 6.  INDEMNIFICATION OF DIRECTORS AND OFFICERS.
  
           Article XII of the Company's Bylaws, as amended, and Article Tenth of
  the Company's  Second  Restated  Certificate of Incorporation, as amended, set
  forth  the  extent  to  which  the  Company's  directors  and  officers may be
  indemnified by the Company against the  liabilities  which  they  may incur in
  such capacities.  Such  indemnification  is  authorized  by Section 145 of the
  General Corporation Law of Delaware.  These  provisions generally provide that
  the  directors  and  officers of  the  Company,  their  heirs,  executors  and
  administrators, will be indemnified by the Company against expenses reasonably
  incurred in connection with any action, suit or proceeding to which a director
  or  officer may be  made a  party  by  reason of his serving in such capacity,
  except in relation to  matters where such  director or  officer may be finally
  adjudged to have been liable for negligence or misconduct.  In the  event of a
  settlement  of  any  such  action, suit or proceeding, indemnification will be
  provided only in  connection with those  matters as to  which  the  Company is
  advised by counsel that the person to be indemnified did  not commit a  breach
  of duty to the Company.  Article Fifteenth of the  Company's  Second  Restated
  Certificate  of  Incorporation also provides that no  director of the  Company
  will be liable to the Company or  to the Company's  stockholders for  monetary
  damages for  breach of  fiduciary duty  as a  director,  except for  liability
  arising from a breach of a duty of loyalty, a failure to act  in  good  faith,
  intentional  misconduct,  a knowing violation of the law, an improper personal
  benefit   or liability  under  Section  174 of the  General Corporation Law of
  Delaware.
  
           The  Company  maintains  directors  and officers' liability insurance
  policies covering   claims made against its directors and officers for certain
  wrongful acts  done in  such  capacities  and  providing  reimbursement to the
  Company for its indemnification of  its  directors  and officers in respect of
  such claims.
  
  ITEM 7.  EXEMPTION FROM REGISTRATION CLAIMED.
  
           Not applicable.
  
  ITEM 8.  EXHIBITS.
  
           The   following  exhibits  are  filed  herewith  or  incorporated  by
  reference herein:
  
  
  Exhibit    
  Number     Description
  
  3.1        Registrant's  Second  Restated  Certificate  of  Incorporation,  as
             amended,  and  Certificate  of  Amendment  of  the  Second Restated
             Certificate  of  Incorporation as filed with the Secretary of State
             of the State of Delaware on January 26, 1996.  (Incorporated herein
             by reference to Exhibit 4.1 to Registrant's Registration  Statement
             on Form S-3 (File No.333-05917), as amended).
 
  3.2        By-laws  of  the  Registrant,  as amended.  (Incorporated herein by
             reference to Exhibit 4.2 to Registrant's  Registration Statement on
             Form S-3 (File No. 333-05917) as amended).
  
  4.1        Second Restated Certificate of Incorporation, filed as Exhibit 3.1,
             and By-laws of Registrant,  as amended,  filed as Exhibit 3.2,  are
             incorporated herein by reference.
 
  4.2        Indenture dated as of April 23, 1996, between the Company  and  PNC
             Bank,  Kentucky,  Inc.,  as Trustee,  relating to the Company's  5%
             Convertible  Subordinated  Notes  Due  2006 (Incorporated herein by
             reference to Exhibit 4.3 to the Registration  Statement on Form S-3
             (File No. 333-05917, as amended).
  
               
  
  5          Opinion of Counsel, Michael M. Sullivan, Esq.
               
  
  23.1       Consent of Counsel (included in Exhibit 5)
               
  
  23.2       Consent of Independent Auditors
               
  
  24         Power  of  Attorney   (see  signature  pages  to  this Registration
             Statement).

  
  ITEM 9.  UNDERTAKINGS.
  
          (a)  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 of 1933, as amended (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;
       
                    (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 (a)(1)(i) and (a)(1)(ii)
  do not apply if the  information  required to be included in a  post-effective
  amendment by those  paragraphs is contained in  periodic  reports filed by the
  Registrant pursuant to Section 13 or Section 15(d) of the  Securities Exchange
  Act of 1934,  as  amended  (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 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 herein, 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 foregoing provisions, or otherwise,
  the Registrant has been  advised  that in the  opinion of the  Securities  and
  Exchange 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, 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 to the
  questions  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,  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 Huntsville, State of Alabama, on this the 18th day of
January, 1999.
  
                                        SCI SYSTEMS, INC.
  
  
                                        By: /s/Olin B. King      
                                            Olin B. King
                                            Chairman and Chief Executive Officer
POWER OF ATTORNEY
  
     KNOW ALL MEN BY THESE PRESENTS,  that each person whose  signature  appears
below  constitutes  and  appoints  OLIN B.  KING as his or her true  and  lawful
attorney-in-fact  and agent, with full power of substitution and resubstitution,
for  him  or her  and in his or her  name,  place  and  stead,  in any  and  all
capacities, to sign any and all amendments (including post-effective amendments)
to this Registration Statement,  and to file the same, with all exhibits thereto
and other documents in connection therewith, with the Commission,  granting unto
said attorney-in-fact and agent, full power and authority to do and perform each
and  every  act and  thing  required  or  necessary  to be done in and about the
premises, as fully to all intents and purposes as he or she might or could do in
person,  hereby  ratifying and  confirming  all that said  attorney-in-fact  and
agent,  or his  substitute,  could  lawfully  do or cause  to be done by  virtue
hereof.
  
     Pursuant to the  requirements  of the  Securities  Act,  this  Registration
Statement has been signed below by the following  persons in the  capacities and
on the date indicated.
Signature                     Title                          Date
  
  
  /s/ Olin B. King              Chairman of the Board          January 18, 1999
  Olin B. King                  and Chief Executive Officer
                                Officer (Principal Executive,
                                Accounting and Financial Officer)
  
  /s/A. Eugene Sapp, Jr.        Director, President            January 18, 1999
  A. Eugene Sapp, Jr.           and Chief Operating Officer
  
  /s/Howard H. Callaway         Director                       January 18, 1999
  Howard H. Callaway    
  
  /s/Jackie M. Ward             Director                       January 18, 1999
  Jackie M. Ward  
  
  /s/Wayne Shortridge           Director                       January 18, 1999
  Wayne Shortridge
  
  /s/William E. Fruhan          Director                       January 18, 1999
  William E. Fruhan                    
  
  /s/G. Robert Tod              Director                       January 18, 1999
  G. Robert Tod
EXHIBIT INDEX
  
  
  
               
  Exhibit      
  Number       Description
  
  3.1          Registrant's  Second  Restated  Certificate  of Incorporation, as
               amended,  and Certificate of  Amendment of  the  Second  Restated
               Certificate of Incorporation as filed with the Secretary of State
               of Delaware on January 26, 1996.(Incorporated herein by reference
               to Exhibit 4.1 to Registrant's Registration Statement on Form S-3
               (File No.333-05917), as amended).
  
  3.2          By-laws of the  Registrant,  as amended.  (Incorporated herein by
               reference to  Exhibit  4.2 to Registrant's Registration Statement
               on Form S-3 (File No.333-05917) as amended).
  
  4.1          Second  Restated  Certificate  of Incorporation, filed as Exhibit
               3.1, and By-laws of Registrant, as amended, filed as Exhibit 3.2,
               are incorporated herein by reference.
  
  4.2          Indenture dated as of April 23, 1996, between the Company and PNC
               Bank, Kentucky, Inc.,  as Trustee,  relating to the Company's  5%
               Convertible  Subordinated  Notes Due 2006 (Incorporated herein by
               reference to Exhibit  4.3 to the  Registration  Statement on Form
               S-3 (File No. 333-05917, as amended).
    
  5            Opinion of Counsel, Michael M. Sullivan, Esq.
    
  23.1         Consent of Counsel (included in Exhibit 5)
    
  23.2         Consent of Independent Auditors
    
  24           Power of Attorney (see signature pages to this 
               Registration Statement).