Flextronics International Ltd, Form 424(b)(3)
 

         
Prospectus Supplement #4       Filed pursuant to Rule 424 (b)(3)
(to prospectus dated November 26, 2003)       Registration No. 333-109542

FLEXTRONICS INTERNATIONAL LTD.

$500,000,000

1% Convertible Subordinated Notes Due August 1, 2010

and the Ordinary Shares issuable upon conversion of the Notes

     This prospectus supplement relates to the resale by the holders of our 1% convertible subordinated notes due August 1, 2010 and our ordinary shares issuable upon the conversion of the notes. You should read this prospectus supplement in conjunction with the prospectus dated November 26, 2003, which is to be delivered with this prospectus supplement.

     The information in the table appearing under the heading “Selling Securityholders” in the prospectus is amended by the addition of the information appearing in the table below:

                         
    Principal Amount   Ordinary    
    of Notes   Shares   Ordinary
    Beneficially Owned   Owned   Shares That
    That May Be   Prior to the   May Be
Name of Beneficial Owner   Offered   Offering   Offered (1)

 
 
 
KBC Convertible Arbitrage Fund (2)
  $ 14,040,000             904,347  
JMG Capital Partners, L.P.
    11,290,000             727,214  
JMG Triton Offshore Fund Ltd.
    11,289,000             727,149  
Nisswa Master Fund Ltd.
    4,000,000             257,648  
KBC Multi Strategy Arbitrage Fund (3)
    3,910,000             251,851  
Sagamore Hill Hub Fund Ltd.
    3,000,000             193,236  
KBC Convertible Mac 28 Fund Ltd. (4)
    2,050,000             132,045  
Citigroup Global Markets Inc. (5)
    2,424,000             156,135  
UBS Securities LLC (6)
    136,000             8,760  

(1)   Represents the notes held by each beneficial owner, as converted to our ordinary shares at the initial conversion price of $15.525 per share. However, this conversion price is subject to adjustment as described in the prospectus under “Description of the Notes-Conversion of Notes.” As a result, the amount of ordinary shares issuable upon conversion of the notes in the future may increase or decrease.

(2)   KBC Convertible Arbitrage Fund previously registered $34,280,000 principal amount of notes in Prospectus Supplement # 1 dated December 22, 2003, and has registered a total of $48,320,000 principal amount of notes.

(3)   KBC Multi Strategy Arbitrage Fund previously registered $9,510,000 principal amount of notes in Prospectus Supplement # 1 dated December 22, 2003, and has registered a total of $13,420,000 principal amount of notes.

(4)   KBC Convertible Mac 28 Fund, Ltd. previously registered $5,210,000 principal amount of notes in Prospectus Supplement # 1 dated December 22, 2003, and has registered a total of $7,260,000 principal amount of notes.

(5)   Citigroup Global Markets Inc. was an initial purchaser of the notes. Citigroup Global Markets Inc. has engaged in transactions with, and performed services for, us in the ordinary course of business and has engaged and may in the future engage in commercial banking and/or investment banking transactions with us, for which it has received or will receive, as the case may be, customary compensation. However, the notes referred to in this table were purchased by Citigroup Global Markets Inc. in the open market and not directly from us.

(6)   UBS Securities LLC previously registered $4,041,000 principal amount of notes in Prospectus Supplement # 1 dated December 22, 2003, and has registered a total of $4,177,000 principal amount of notes.    

     Investing in the notes or our ordinary shares involves a high degree of risk. Please carefully consider the “Risk Factors” beginning on page 2 of the prospectus, as well as the “Risk Factors” section included in our recent reports filed with the Securities and Exchange Commission.

     NEITHER THE SECURITIES AND EXCHANGE COMMISSION NOR ANY STATE SECURITIES COMMISSION HAS APPROVED OR DISAPPROVED OF THESE SECURITIES OR PASSED UPON THE ADEQUACY OR ACCURACY OF THE PROSPECTUS OR THIS PROSPECTUS SUPPLEMENT. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.

The date of this prospectus supplement is January 23, 2004.