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                                                                    EXHIBIT 2.01



To Flextronics International Ltd. :


We have reviewed the condensed consolidated balance sheet of Flextronics
International Ltd. ( a Singapore company) and its subsidiaries as of December
31, 2000, and the related condensed consolidated statements of income for the
three-month and nine-month periods ended December 31, 2000 and December 31,
1999, and the condensed consolidated statement of cash flows for the nine-month
periods ended December 31, 2000 and December 31, 1999. These financial
statements are the responsibility of the Company's management.

We conducted our review in accordance with standards established by the American
Institute of Certified Public Accountants. A review of interim financial
statements consists principally of applying analytical procedures to financial
data and making inquiries of persons responsible for financial and accounting
matters. It is substantially less in scope than an audit conducted in accordance
with generally accepted auditing standards, the objective of which is the
expression of an opinion regarding the financial statements taken as a whole.
Accordingly, we do not express such an opinion.

Based on our review, we are not aware of any material modifications that should
be made to the financial statements referred to above for them to be in
conformity with accounting principles generally accepted in the United States.




                                             ARTHUR ANDERSEN LLP

San Jose, California
January 16, 2001