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                                  UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549
                            ------------------------

                                   FORM 10-Q/A

(MARK ONE)

[X]     QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
        EXCHANGE ACT OF 1934.

                For the quarterly period ended December 31, 1999

                                       OR

[ ]     TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
        EXCHANGE ACT OF 1934.

              For the transition period from ________ to _________

                         COMMISSION FILE NUMBER: 0-23354

                         FLEXTRONICS INTERNATIONAL LTD.
             (EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)

               SINGAPORE                             NOT APPLICABLE
    (STATE OR OTHER JURISDICTION OF                  (I.R.S. EMPLOYER
     INCORPORATION OR ORGANIZATION)                 IDENTIFICATION NO.)

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

                                SINGAPORE 469029
                                  (65) 449-5255
               (ADDRESS, INCLUDING ZIP CODE AND TELEPHONE NUMBER,
        INCLUDING AREA CODE, OF REGISTRANT'S PRINCIPAL EXECUTIVE OFFICES)
                            ------------------------

                                MICHAEL E. MARKS
                             CHIEF EXECUTIVE OFFICER
                         FLEXTRONICS INTERNATIONAL LTD.
                             11 UBI ROAD 1 #07-01/02
                           MEIBAN INDUSTRIAL BUILDING
                                SINGAPORE 408723
                                  (65) 449-5255
            (NAME, ADDRESS, INCLUDING ZIP CODE AND TELEPHONE NUMBER,
                   INCLUDING AREA CODE, OF AGENT FOR SERVICE)
                            ------------------------

Indicate by check mark whether the Registrant: (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act of
1934 during the preceding 12 months (or for such shorter period that the
Registrant was required to file such reports), and (2) has been subject to such
filing requirements for the past 90 days. Yes {X} No { }

     At February 8, 2000, there were 115,466,882 Ordinary Shares, S$0.01 par
value, outstanding.


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PART II - OTHER INFORMATION

(a)     Item 6. Exhibits and Reports on Form 8-K

        (a)     Exhibits

                10.01 Credit Agreement dated October 27, 1999 by and among
                Flextronics International Ltd., the lenders named therein, ABN
                AMRO Bank N.V., as agent, BankBoston, N.A., as documentation
                agent, and Bank of America, N.A., Banque Nationale de Paris, The
                Bank of Nova Scotia and Citicorp USA, Inc., as co-agents

                10.02 Credit Agreement dated October 27, 1999 by and among
                Flextronics International USA, Inc., the lenders named therein,
                ABN AMRO Bank N.V., as agent, BankBoston, N.A., as documentation
                agent, and Bank of America, N.A., Banque Nationale de Paris, The
                Bank of Nova Scotia and Citicorp USA, Inc., as co-agents

                27.01 Financial Data Schedule (previously filed)

        (b)     Reports on Form 8-K

                On October 29, 1999 the Company filed Form 8-K including an
                Underwriting Agreement (the "Underwriting Agreement") with Banc
                of America Securities LLC, Morgan Stanley & Co. Incorporated,
                Donaldson, Lufkin & Jenrette Securities Corporation, Lehman
                Brothers Inc., SG Cowen Securities Corporation and Thomas Weisel
                Partners LLC providing for the public offering of 6,000,000
                pre-split Ordinary Shares of Flextronics, all of which were sold
                by Flextronics, at a public offering price of $67.68 pre-split
                per share. In addition, Flextronics granted the underwriters an
                option to purchase an additional 900,000 pre-split Ordinary
                Shares to cover over-allotments.

                On December 6, 1999, the Company filed Form 8-K relating to its
                execution of the Agreement and Plan of Merger with the Dii
                Group.

                On December 23, 1999, the Company filed Form 8-K including
                audited restated consolidated financial statements in connection
                with the July 15, 1999 merger with Kyrel EMS Oyj.


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                                   SIGNATURES

        Pursuant to the requirements of the Securities Exchange Act of 1934, the
Registrant has duly caused this amendment to its Report on Form 10-Q to be
signed on its behalf by the undersigned thereunto duly authorized.


                                      FLEXTRONICS INTERNATIONAL LTD.
                                      (Registrant)


Date: February 28, 2000              /s/ MICHAEL E.MARKS
                                      ----------------------------
                                          Michael E. Marks
                                          Chief Executive Officer

Date: February 28, 2000              /s/ ROBERT R.B. DYKES
                                      ----------------------------
                                          Robert R.B. Dykes
                                          President, Systems Group
                                          and Chief Financial Officer
                                          (principal financial and
                                          accounting officer)
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                                Index to Exhibits

                10.01 Credit Agreement dated October 27, 1999 by and among
                Flextronics International Ltd., the lenders named therein, ABN
                AMRO Bank N.V., as agent, BankBoston, N.A., as documentation
                agent, and Bank of America, N.A., Banque Nationale de Paris, The
                Bank of Nova Scotia and Citicorp USA, Inc., as co-agents

                10.02 Credit Agreement dated October 27, 1999 by and among
                Flextronics International USA, Inc., the lenders named therein,
                ABN AMRO Bank N.V., as agent, BankBoston, N.A., as documentation
                agent, and Bank of America, N.A., Banque Nationale de Paris, The
                Bank of Nova Scotia and Citicorp USA, Inc., as co-agents

                27.01 Financial Data Schedule (previously filed)