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                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549


                                    FORM 8-K


                                 CURRENT REPORT
                         Pursuant to Section 13 or 15(d)
                     of the Securities Exchange Act of 1934


Date of Report (Date of earliest event reported):  AUGUST 4, 1997


                         FLEXTRONICS INTERNATIONAL LTD.
- --------------------------------------------------------------------------------
             (Exact name of Registrant as specified in its charter)


                                    SINGAPORE
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                         (State or other jurisdiction of
                                 incorporation)



      0-23354                                            NOT APPLICABLE
- ----------------------                                ---------------------
    (Commission                                          (IRS Employer
    File Number)                                       Identification No.)


514 CHAI CHEE LANE, #04-13, BEDOK INDUSTRIAL ESTATE, SINGAPORE       469029
- --------------------------------------------------------------------------------
         (Address of principal executive offices)                   (Zip Code)


                                  (65) 449-5255
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              (Registrant's telephone number, including area code)

                                 NOT APPLICABLE
- --------------------------------------------------------------------------------
          (Former name or former address, if changed since last report)





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ITEM 4:  CHANGE IN REGISTRANT'S CERTIFYING ACCOUNTANT.

(a)      On August 1, 1997, the Audit Committee of the Board of Directors of
         Flextronics International Ltd. (the "Company") approved the engagement
         of Arthur Andersen LLP, San Jose, California as independent public
         accountants to audit and report on the financial statements of the
         Company and its subsidiaries for the year ended March 31, 1998. This
         change is related to the Company's shift of certain financial reporting
         functions and the Company's audit relationship to San Jose. On August
         4, 1997, the Company informed the firm of Ernst & Young, which had been
         serving as independent public accountants for the Company, of its
         desire to have Arthur Andersen LLP succeed Ernst & Young as the
         Company's independent accountants. On August 5, 1997, Ernst & Young
         advised the Company that it will not seek re-election at the Company's
         next Annual General Meeting scheduled for September 26, 1997.
         Accordingly, the engagement of Ernst & Young will terminate at the time
         of the Annual General Meeting. The Company will nominate Arthur
         Andersen LLP as the Company's independent public accountants for
         approval by the shareholders at the Company's Annual General Meeting.

(b)      In connection with its audits for the two most recent years, and
         through August 5, 1997, there have been no reportable events or
         disagreements with Ernst & Young on any matter of accounting 
         principles or practices, financial statement disclosure, or auditing 
         scope or procedure.

(c)      Ernst & Young's report on the financial statements for the past two
         years contained no adverse opinion or disclaimer of opinion and was not
         qualified as to uncertainty, audit scope or accounting principles.

(d)      During the two most recent fiscal years, Arthur Andersen LLP, the
         independent accountants of the Company to stand for election at the
         upcoming Annual General Meeting, has not been consulted regarding: (1)
         the application of accounting principles to a specified transaction,
         either completed or proposed; (2) the type of audit opinion that might
         be rendered on the Company's financial statements; or (3) any matter
         that was either the subject of a disagreement or a reportable event.



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                                    SIGNATURE

               Pursuant to the requirements of the Securities Exchange Act of
1934, Registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.


                                      FLEXTRONICS INTERNATIONAL LTD.




Date:  August 11, 1997                By:      /s/   ROBERT R. B. DYKES
                                            ------------------------------------
                                            Robert R. B. Dykes
                                            Senior Vice President of Finance and
                                              Administration