Ownership Submission
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, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940
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(Print or Type Responses)
1. Name and Address of Reporting Person *
  Humphries Paul
2. Date of Event Requiring Statement (Month/Day/Year)
04/01/2011
3. Issuer Name and Ticker or Trading Symbol
FLEXTRONICS INTERNATIONAL LTD. [FLEX]
(Last)
(First)
(Middle)
C/O FLEXTRONICS INTERNATIONAL USA, INC., 847 GIBRALTAR DRIVE
4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
_____ Director _____ 10% Owner
__X__ Officer (give title below) _____ Other (specify below)
President-Med, Auto, Aero & HR
5. If Amendment, Date Original Filed(Month/Day/Year)
(Street)

MILPITAS, CA 95035
6. Individual or Joint/Group Filing(Check Applicable Line)
_X_ Form filed by One Reporting Person
___ Form filed by More than One Reporting Person
(City)
(State)
(Zip)
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 29,584
D
 
Ordinary Shares (1) 10,000
D
 
Ordinary Shares (2) 55,000
D
 

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. SEC 1473 (7-02)
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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 of Derivative Security: Direct (D) or Indirect (I)
(Instr. 5)
6. Nature of Indirect Beneficial Ownership
(Instr. 5)
Date Exercisable Expiration Date Title Amount or Number of Shares
Stock Option (Right to Buy)   (3) 12/05/2015 Ordinary Shares 300,000 $ 2.26 D  
Stock Option (Right to Buy)   (4) 08/11/2016 Ordinary Shares 89,600 $ 5.57 D  
Stock Option (Right to Buy)   (5) 08/11/2016 Ordinary Shares 213,889 $ 5.57 D  
Stock Option (Right to Buy)   (6) 07/01/2012 Ordinary Shares 25,000 $ 5.88 D  

Reporting Owners

Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
Humphries Paul
C/O FLEXTRONICS INTERNATIONAL USA, INC.
847 GIBRALTAR DRIVE
MILPITAS, CA 95035
      President-Med, Auto, Aero & HR  

Signatures

/s/ Paul J. Humphries, by Daniel L. Jablonsky as attorney-in-fact 04/04/2011
**Signature of Reporting Person Date

Explanation of Responses:

* 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).
(1) Consists of 10,000 unvested Restricted Stock Units, which vest on April 3, 2011
(2) Consists of 55,000 unvested Restricted Stock Units, which vest in two equal annual installments beginning on June 15, 2013.
(3) Consists of 100,000 previously vested options and 200,000 unvested options, which will vest in two equal annual installments beginning on 6/02/2011.
(4) Consists of 61,597 previously vested options and 28,003 unvested options, which will vest in five equal monthly installments beginning on 4/11/2011.
(5) Consists of 89,930 previously vested options and 123,959 unvested options, which will vest in seventeen equal monthly installments beginning on 4/11/2011.
(6) Consists of 25,000 previously vested options, which vested and became exercisable for 25% of the shares on July 1, 2003 and in 36 equal monthly installments thereafter.

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