SEC FORM 3

SEC Form 3

FORM 3

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

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1. Name and Address of Reporting Person^*

Bhardwaj Ash

(Last)

(First)

(Middle)

C/O FLEXTRONICS INTERNATIONAL LTD.

2090 FORTUNE DRIVE

(Street)

SAN JOSE

95131

(City)

(State)

(Zip)

2. Date of Event Requiring Statement (Month/Day/Year)
07/14/2004

3. Issuer Name and Ticker or Trading Symbol
FLEXTRONICS INTERNATIONAL LTD [ FLEX ]

4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

	Director	10% Owner
X	Officer (give title below)	Other (specify below)
	President, Asia-Pacific Operat

5. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Beneficially Owned
1. Title of Security (Instr. 4)	2. Amount of Securities Beneficially Owned (Instr. 4)	3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	4. Nature of Indirect Beneficial Ownership (Instr. 5)
Ordinary Shares	2,608	D

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4)	2. Date Exercisable and Expiration Date (Month/Day/Year)		3. Title and Amount of Securities Underlying Derivative Security (Instr. 4)		4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
1. Title of Derivative Security (Instr. 4)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
Stock Option (Right to Buy)	⁽¹⁾	10/01/2004	Ordinary Shares	26,080	$14.5	D
Stock Option (Right to Buy)	⁽¹⁾	10/01/2004	Ordinary Shares	133,920	$14.5	D
Stock Option (Right to Buy)	⁽¹⁾	09/21/2011	Ordinary Shares	133,333	$13.98	D
Stock Option (Right to Buy)	⁽¹⁾	10/01/2011	Ordinary Shares	12,578	$15.9	D
Stock Option (Right to Buy)	⁽¹⁾	10/01/2011	Ordinary Shares	137,422	$15.9	D
Stock Option (Right to Buy)	⁽¹⁾	07/01/2012	Ordinary Shares	400,000	$7.9	D
Stock Option (Right to Buy)	⁽¹⁾	07/01/2012	Ordinary Shares	300,000	$7.9	D
Stock Option (Right to Buy)	⁽²⁾	01/22/2014	Ordinary Shares	1,000,000	$17.5	D

Explanation of Responses:

1. The option vests and becomes exercisable with respect to 25% of the shares one year after the date of grant and thereafter continues to vest and become exercisable as to 1/36th of the total shares each month thereafter.

2. The option vests and becomes exercisable with respect to 10% of the total shares on each of the first and second anniversaries of the date of grant, with respect to 20% of the total shares on each of the third and fourth anniversaries of the date of grant and with respect to 40% of the total shares on the fifth year anniversary of the date of grant

Remarks:

	Ash Bhardwaj	07/14/2004
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 5 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.