FORM 4	OMB APPROVAL
[   ]  Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).	OMB Number:	3235-0287
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UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility
Holding Company Act of 1935 or Section 30(f) of the Investment Company Act of 1940

(Print or Type Responses)

1.   Name and Address of Reporting Person*			2. Issuer Name and Ticker or Trading Symbol			6.  Relationship of Reporting Person(s) to Issuer
						(Check all applicable)
						[X] Director	[   ] 10% Owner
MARKS, MICHAEL E.			FLEXTRONICS INTERNATIONAL LTD. (Nasdaq: FLEX)			[X] Officer (give title below)	[   ] Other (specify below)
(Last)	(First)	(Middle)	3.  IRS or Social Security	4.  Statement for
			Number of Reporting Person	Month/Year
c/o FLEXTRONICS INTERNATIONAL      USA, INC.      2090 Fortune Dr.			(Voluntary)	July 2002	Chairman & Chief Executive Officer
(Street)				5.  If Amendment,      Date of Original		7.   Individual or Joint/Group Filing (Check Applicable Line)       [X] Form filed by One Reporting Person
San Jose, CA		95131		(Month/Year)		[   ] Form filed by More Than One Reporting Person
(City)	(State)	(Zip)

Table I — Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned

1. Title of Security (Instr. 3)	2. Transaction Date (Month/ Day/ Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned at End of Month (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
		Code	V	Amount	(A) or (D)	Price
Ordinary Shares	7/29/02	M		16,667	A	$4.1875	2,908,611	D
							24,000(1)	I	By Trust
							24,000(2)	I	By Trust

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.	(Over)
*If the form is filed by more than one reporting person, see Instruction 4(b)(v).	SEC 1474 (3-99)
Potential persons who are to respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.

FORM 4 (continued)

TABLE II — Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)

1. Title of Derivative Security (Instr. 3)

2. Conversion or Exercise Price of Derivative Security

3. Transaction Date (Month/ Day/ Year)

4. Transaction Code (Instr. 8)

5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4, and 5)

6. Date Exercisable and Expiration Date (Month/Day/ Year)

7. Title and Amount of Underlying Securities (Instr. 3 and 4)

8. Price of Derivative Security (Instr. 5)

9. Number of Derivative Securities Beneficially Owned at End of Month (Instr. 4)

10. Ownership of Derivative Security: Direct (D) or Indirect (I) (Instr. 4)

11. Nature of Indirect Beneficial Ownership (Instr. 4)

Code

V

(A)

(D)

Date Exercisable

Expiration Date

Title

Amount or Number of Shares

Stock Option (Right to Buy)

$4.1875

7/29/02

M

16,667

(3)

(3)

Ordinary Shares

16,667

D

Explanation of Responses:
(1) All such shares are held directly by the Justin Caine Marks Trust as beneficiary, of which the Reporting Person is a trustee.
(2) All such shares are held directly by the Amy G. Marks Trust as beneficiary, of which the Reporting Person is a trustee.
(3) The stock option has been exercised in full.
**Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).	/s/ Michael E. Marks **Signature of Reporting Person Michael E. Marks	August 5, 2002 Date
Note: File three copies of this Form, one of which must be manually signed. If space provided is insufficient, see Instruction 6 for procedure.
Potential persons who are to respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.
		Page 2 SEC 1474 (3-99)

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