UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTION, D.C. 20549

FORM 8-K

CURRENT REPORT

PURSUANT TO SECTION 13 OR 15(d) OF THE

SECURITIES EXCHANGE ACT OF 1934

Date of Report (Date of earliest event reported)

~~July 25~~August 28, 2003

MANUFACTURERS’ SERVICES LIMITED

(Exact name of registrant as specified in charter)

DELAWARE	001-15883	04-3258036
(State or other jurisdiction of incorporation)	(Commission File Number)	(IRS Employer Identification No.)
(State or other jurisdiction	(Commission	(IRS Employer
300 BAKER AVENUE, CONCORD, MA		01742
of incorporation)	File Number)	Identification No.)
(Address of principal executive offices)		(Zip Code)

300 BAKER AVENUE, CONCORD, MA		01742
(Address of principal executive offices)		(Zip Code)

Registrant’s telephone number, including area code (978) 287-5630

NOT APPLICABLE

(Former name or former address, if changed since last report.)

ITEM 79. ~~FINANCIAL~~ REGULATION ~~STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS~~FD DISCLOSURE

~~(c) Exhibits~~In accordance with General Instruction B.2 of Form 8-K, the following information shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended.

On August 28, 2003, the Company mailed the dividend notice set forth in Exhibit 99.1 ~~Press Release~~ ~~dated~~to ~~July~~the then current shareholders of the Company’s 5.25,% ~~2003~~Series ~~issued~~A byConvertible ~~Manufacturers~~Preferred Stock and mailed the dividend notice set forth in Exhibit 99.2 to the then current shareholders of the Company’s ~~Services~~4.50% ~~Limited~~Series B Convertible Preferred Stock.

~~ITEM~~Statements ~~9. REGULATION~~contained FDin ~~DISCLOSURE~~this ~~(ITEM~~Form 128-K which are not historical facts are forward-looking statements which involve risks and uncertainties. ~~RESULTS~~Actual OFresults ~~OPERATIONS~~could differ ~~AND~~materially ~~FINANCIAL~~from those expressed in these forward looking statements as a ~~CONDITION)~~result of a number of important factors. These factors include systems failures, technological changes, volatility of securities markets, government regulations and economic conditions, changes in customer demands, competition in the areas in which the company conducts its operations as well as the risks described in the Company’s most recent Quarterly Report on Form 10Q filed with the Securities and Exchange Commission. The forward-looking statements made in this Report represent the Company’s estimates as of the date of this Report and the Company assumes no obligation to update these forward-looking statements even if subsequent events cause the Company’s estimates to change.

OnITEM ~~July 25, 2003, Manufacturers’ Services Limited (the “Company”) issued a press release announcing the Company’s financial results for the quarter ended June 29, 2003~~7. The press release is attached as Exhibit 99.1 and is incorporated herein by reference. In addition to disclosing results that are determined in accordance with Generally Accepted Accounting Principles (GAAP), the Company also discloses pro forma or non-GAAP results of operations that exclude certain charges and unusual gains or losses. The Company provides pro forma results in order to better assess operating performance. These results are provided as a complement to results provided in accordance with GAAP. Management believes the pro forma measure helps indicate underlying trends in the Company’s business, and management uses pro forma measures to help manage operations. Earnings guidance is provided only on a pro forma basis due to the difficulty in forecasting and quantifying the amounts that would be required to be included in the GAAP measure. Pro forma information should not be considered in isolation, superior to, or as a substitute for, GAAP measures. A copy of the press release is furnished with this report as an exhibit pursuant to “Item 12. Results of Operations and Financial Condition” of Form 8-K in accordance with SEC Release Nos. 33-8216 and 34-47583.EXHIBITS

~~The information in this Current Report on~~ 99.1 Form ~~8-K and the Exhibit attached hereto is being furnished and shall not be deemed “filed” for the purposes~~ of ~~Section~~Notice ~~18 of the Securities Exchange Act of 1934, as amended, or otherwise subject~~ to ~~the liabilities of that section, nor shall it be incorporated by reference into~~ ~~any~~Holders ~~registration statement or other document pursuant to the Securities Act~~ of ~~1933,~~ asSeries ~~amended,~~A ~~regardless~~Convertible ofPreferred ~~any general incorporation language in such filing.~~Stock

99.2 Form of Notice to Holders of Series B Convertible Preferred Stock

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized:

MANUFACTURERS’ SERVICES LIMITED
(Registrant)
Date:	July 25, 2003
Date: August 29, 2003
By:	/s/ Alan R. Cormier	~~/s/ Albert A. Notini~~
		Albert A. Notini Executive Vice President and Chief Financial Officer
	Alan R. Cormier
	Vice President and
	General Counsel

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