<PAGE>

     As filed with the Securities and Exchange Commission on November 13, 2000

                                                     Registration No. 333-______

================================================================================

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

                                   ----------

                                    FORM S-8

                          REGISTRATION STATEMENT UNDER
                           THE SECURITIES ACT OF 1933

                                   ----------

                          LIONBRIDGE TECHNOLOGIES, INC.
             (Exact Name of Registrant as specified in its charter)

                                    Delaware
         (State or other jurisdiction of incorporation or organization)

                                   04-3398462
                      (I.R.S. Employer Identification No.)

                                950 Winter Street
                                Waltham, MA 02451
               (Address of Principal Executive Offices) (Zip Code)

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

                                 1998 Stock Plan

                            (Full title of the plan)

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

                                  Rory J. Cowan
                             Chief Executive Officer
                          Lionbridge Technologies, Inc.
                                950 Winter Street
                                Waltham, MA 02451
               (Name and Address of Agent for Service of Process)

                                 (781) 434-6000
          (Telephone Number, Including Area Code, of Agent For Service)

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

                                    Copy to:

                            Margaret A. Shukur, Esq.
                                 General Counsel
                          Lionbridge Technologies, Inc.
                                950 Winter Street
                          Waltham, Massachusetts 02451
                                 (781) 434-6000

================================================================================
================================================================================

--------------------------------------------------------------------------------
                                                                          PAGE 1
<PAGE>

                         CALCULATION OF REGISTRATION FEE

<TABLE>
<CAPTION>
=========================================================================================

                                                  PROPOSED
                                                  MAXIMUM       PROPOSED
                                                  OFFERING       MAXIMUM
                                                   PRICE        AGGREGATE     AMOUNT OF
TITLE OF SECURITIES                AMOUNT TO BE     PER         OFFERING     REGISTRATION
TO BE REGISTERED                   REGISTERED (1)  SHARE (1)      PRICE (1)      FEE
----------------                   ------------   --------      ----------   ------------

<S>                                <C>            <C>           <C>          <C>
Common Stock (par value $.01
per share)                         3,000,000      $8.40625      $25,218,750  $6,657.75

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

TOTAL:                             3,000,000                    $25,218,750  $6,657.75
                                   =========                    ===========  =========

=========================================================================================
</TABLE>

     (1) Estimated pursuant to Rule 457(c) under the Securities Act of 1933, as
         amended, solely for the purpose of calculating the registration fee
         based upon the average of the high and low prices per share as reported
         on the Nasdaq National Market System on November 10, 2000

This registration statement registers additional securities of the same class as
other securities for which Registration Statement No. 333-91179 on Form S-8 as
filed with the Commission on November 18, 1999 is effective. Pursuant to General
Instruction E, the contents of such Registration Statement is hereby
incorporated by reference.

                                     PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3. Incorporation of Documents by Reference.

   The following documents filed with the Commission pursuant to the Securities
Exchange Act of 1934, as amended (the "Exchange Act") are incorporated by
reference in this Registration Statement:

(a)      Registrant's Annual Report on Form 10-K, for the year ended December
         31, 1999, filed with the Commission pursuant to the Exchange Act on
         March 7, 2000.

(b)      Registrant's Quarterly Reports on Form 10-Q for the quarters ended
         March 31, 2000, June 30, 2000 and September 30, 2000, filed with the
         Commission on May 12, 2000, August 11, 2000 and November 13, 2000,
         respectively.

(c)      Registrant's Current Report on Form 8-K filed on June 1, 2000 pursuant
         to the Exchange Act.

(d)      Registrant's Current Report on Form 8-K/A filed with the Commission on
         July 31, 2000 pursuant to the Exchange Act.

(e)      The section entitled "Description of Registrant's Securities to be
         Registered" contained in the Registrant's Registration Statement on
         Form 8-A filed on August 4, 1999 pursuant to Section 12(g) of the
         Exchange Act, and incorporating by reference the information contained
         in the Registrant's Registration Statement on Form S-1 (File No.
         333-81233).

All documents subsequently filed with the Commission by the Registrant pursuant
to Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act, prior to the filing
of a post-effective amendment which indicates that all securities offered herein
have been sold or which deregisters all securities then remaining unsold, shall
be deemed to be incorporated by reference in this Registration Statement and to
be a part thereof from the date of filing of such documents.

--------------------------------------------------------------------------------
                                                                          PAGE 2
<PAGE>

Item 4. Description of Securities.

      Not applicable.

Item 5. Interest of Named Experts and Counsel.

      Not applicable.

Item 6. Indemnification of Directors and Officers.

      The Delaware General Corporation Law and the Registrant's Second Amended
and Restated Certificate of Incorporation and Amended and Restated By-laws
provide for indemnification of the Registrant's directors and officers for
liabilities and expenses that they may incur in such capacities. In general,
directors and officers are indemnified with respect to actions taken in good
faith in a manner reasonably believed to be in, or not opposed to, the best
interests of the Registrant, and with respect to any criminal action or
proceeding, actions that the indemnitee had no reasonable cause to believe were
unlawful. Reference is made to the Registrant's Second Amended and Restated
Certificate of Incorporation and Amended and Restated By-laws filed as Exhibits
3.2 and 3.4, respectively, to the Registrant's Registration Statement on Form
S-1 (File No. 333-81233) and incorporated herein by reference.

      The underwriting agreement, dated August 20, 1999, by and between the
Registrant and the underwriters listed therein provides that the underwriters
are obligated, under certain circumstances, to indemnify directors, officers and
controlling persons of the Registrant against certain liabilities, including
liabilities under the Securities Act of 1933. Reference is made to the form of
underwriting agreement filed as Exhibit 1.1 to the Registrant's Registration
Statement on Form S-1 (File No. 333-81233) and incorporated herein by reference.

      The Registrant has in effect a directors' and officers' liability
insurance policy.

Item 7. Exemption From Registration Claimed.

      Not applicable.

Item 8.  Exhibits.

Exhibit No.  Description of Exhibit
-----------  ----------------------

4.1          Specimen Certificate for shares of the Registrant's Common Stock
             (filed as Exhibit 4.3 to the Registrant's Registration Statement on
             Form S-1 (File No. 333-81233) and incorporated herein by
             reference).

4.2          Second Amended and Restated Certificate of Incorporation (filed as
             Exhibit 3.2 to the Registrant's Registration Statement on Form S-1
             (File No. 333-81233) and incorporated herein by reference).

4.3          Amended and Restated By-laws of the Registrant (filed as Exhibit
             3.4 to the Registrant's Registration Statement on Form S-1 (File
             No. 333-81233) and incorporated herein by reference).

4.4          1998 Stock Plan filed as Exhibit 10.1 to the Registration Statement
             on Form S-1 (File No. 333-81233) and incorporated herein by
             reference.

5            Opinion of Counsel.

23.1         Consent of PricewaterhouseCoopers LLP.

23.2         Consent of Arthur Andersen LLP.

24.1         Power of Attorney (included as part of the signature page of this
             Registration Statement).


--------------------------------------------------------------------------------
                                                                          PAGE 3
<PAGE>

Item 9.  Undertakings.

 (a)     The undersigned Registrant hereby undertakes:

           (1) To file, during any period in which offers or sales are being
         made, a post-effective amendment to this registration statement:

                   (i) to include any prospectus required by Section 10(a)(3)
                of the Securities Act of 1933;

                   (ii) to reflect in the prospectus any facts or events arising
                after the effective date of the registration statement (or the
                most recent post-effective amendment thereof) which,
                individually or in the aggregate, represent a fundamental change
                in the information set forth in the registration statement.
                Notwithstanding the foregoing, any increase or decrease in
                volume of securities offered (if the total dollar value of
                securities offered would not exceed that which was registered)
                and any deviation from the low or high end of the estimated
                maximum offering range may be reflected in the form of
                prospectus filed with the Commission pursuant to Rule 424(b) if,
                in the aggregate, the changes in volume and price represent no
                more than a 20% change in the maximum aggregate offering price
                set forth in the "Calculation of Registration Fee" table in the
                effective registration statement;

                   (iii) to include any material information with respect to the
                plan of distribution not previously disclosed in the
                registration statement or any material change to such
                information in the registration statement;

           (2) That, for the purpose of determining any liability under the
         Securities Act of 1933, each such post-effective amendment shall be
         deemed to be a new registration statement relating to the securities
         offered therein, and the offering of such securities at that time shall
         be deemed to be the initial bona fide offering thereof; and

           (3) To remove from registration by means of a post-effective
         amendment any of the securities being registered, which remain, unsold
         at the termination of the offering.

 (b) The undersigned Registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act of 1933, each filing of the
Registrant's annual report pursuant to Section 13(a) or 15(d) of the Securities
Exchange Act of 1934 (and, where applicable, each filing of an employee benefit
plan's annual report pursuant to Section 15(d) of the Securities Exchange Act of
1934) that is incorporated by reference herein shall be deemed to be a new
registration statement relating to the securities offered therein, and the
offering of such securities at that time shall be deemed to be the initial bona
fide offering thereof.

 (c) Insofar as indemnification for liabilities arising under the Securities Act
of 1933 may be permitted to directors, officers and controlling persons of the
Registrant pursuant to the foregoing provisions, or otherwise, the Registrant
has been advised that in the opinion of the Securities and Exchange Commission
such indemnification is against public policy as expressed in the Securities Act
of 1933 and is, therefore, unenforceable. In the event that a claim for
indemnification against such liabilities (other than the payment by the
Registrant of expenses incurred or paid by a director, officer or controlling
person of the Registrant in the successful defense of any action, suit or
proceeding) is asserted by such director, officer or controlling person in
connection with the securities being registered, the Registrant will, unless in
the opinion of its counsel the matter has been settled by controlling precedent,
submit to a court of appropriate jurisdiction the question whether such
indemnification by it is against public policy as expressed in the Securities
Act of 1933 and will be governed by the final adjudication of such issue.


--------------------------------------------------------------------------------
                                                                          PAGE 4
<PAGE>

                                   SIGNATURES

      Pursuant to the requirements of the Securities Act of 1933, the Registrant
certifies that it has reasonable grounds to believe that it meets all of the
requirements for filing on Form S-8 and has duly caused this Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Los Angeles in the State of California, on this 26th
day of October, 2000.

                                     LIONBRIDGE TECHNOLOGIES, INC.


                                     By: /s/ Rory J. Cowan
                                         ---------------------------------------
                                         Rory J. Cowan
                                         Chief Executive Officer and Chairman of
                                         the Board (Principal Executive Officer)

                        POWER OF ATTORNEY AND SIGNATURES

      We, the undersigned officers and directors of Lionbridge Technologies,
Inc., hereby severally constitute and appoint Rory J. Cowan and Stephen J.
Lifshatz, and each of them singly, our true and lawful attorneys, with full
power to them and each of them singly, to sign for us in our names in the
capacities indicated below, any amendments to this Registration Statement on
Form S-8 (including post-effective amendments), and to file the same, with all
exhibits thereto and other documents in connection therewith, with the
Securities and Exchange Commission, and generally to do all things in our names
and on our behalf in our capacities as officers and directors to enable
Lionbridge Technologies, Inc., to comply with the provisions of the Securities
Act of 1933, as amended, and all requirements of the Securities and Exchange
Commission.

    Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities and on the date indicated.


<TABLE>
<CAPTION>
SIGNATURE                            TITLE
DATE

<S>                                  <C>
                                     Chief Executive Officer, Chairman of the Board
/s/ Rory J. Cowan                    Principal Executive Officer)
----------------------------
Rory J. Cowan
October 26, 2000



                                     President, Director
/s/ Roger O. Jeanty
----------------------------
Roger O. Jeanty
October 26, 2000



                                     Senior Vice President, Chief Financial
/s/ Stephen J. Lifshatz              Officer, Treasurer and Secretary (Principal
----------------------------         Financial and Accounting Officer)
Stephen J. Lifshatz
October 26, 2000



                                     Director
/s/ Guy L. de Chazal
----------------------------
Guy L. de Chazal
October 26, 2000

--------------------------------------------------------------------------------
                                                                          PAGE 5
<PAGE>

                                     Director
/s/ Marcia J. Hooper
----------------------------
Marcia J. Hooper
October 26, 2000



                                     Director
/s/ Paul Kavanagh
----------------------------
Paul Kavanagh
October 26, 2000



                                     Director
/s/ Claude P. Sheer
----------------------------
Claude P. Sheer
October 26, 2000
</TABLE>


--------------------------------------------------------------------------------
                                                                          PAGE 6
<PAGE>

                                INDEX TO EXHIBITS

Exhibit No.  Description of Exhibit
-----------  ----------------------
    4.1      Specimen Certificate for shares of the Registrant's Common Stock
             (filed as Exhibit 4.3 to the Registrant's Registration Statement on
             Form S-1 (File No. 333-81233) and incorporated herein by
             reference).

    4.2      Second Amended and Restated Certificate of Incorporation (filed as
             Exhibit 3.2 to the Registrant's Registration Statement on Form S-1
             (File No. 333-81233) and incorporated herein by reference).

    4.3      Amended and Restated By-laws of the Registrant (filed as Exhibit
             3.4 to the Registrant's Registration Statement on Form S-1 (File
             No. 333-81233) and incorporated herein by reference).

    4.4      1998 Stock Plan (filed as Exhibit 10.1 to the Registration
             Statement in Form S-1 (File No. 333-81233) and incorporated herein
             by reference).

    5        Opinion of Counsel.

   23.1      Consent of PricewaterhouseCoopers LLP.

   23.2      Consent of Arthur Andersen LLP.

   24.1      Power of Attorney (included as part of the signature page of this
             Registration Statement).


--------------------------------------------------------------------------------
                                                                          PAGE 7
[{"type": "S-8", "sequence": "1", "filename": "a2030657zs-8.txt", "description": "FORM S-8", "secsgml_size_bytes": 19100}]
{"company-data": {"conformed-name": "LIONBRIDGE TECHNOLOGIES INC /DE/", "cik": "0001058299", "assigned-sic": "7389", "irs-number": "043398462", "state-of-incorporation": "DE", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-49802", "film-number": "761560"}, "business-address": {"street1": "950 WINTER STREET", "street2": "SUITE 4300", "city": "WALTHAM", "state": "MA", "zip": "02154", "phone": "7818906612"}, "mail-address": {"street1": "950 WINTER STREET", "city": "WALTHAM", "state": "MA", "zip": "02451"}, "former-company": {"former-conformed-name": "LIONBRIDGE TECHNOLOGIES HOLDINGS INC", "date-changed": "19990611"}}
As filed with the Securities and Exchange Commission on November 13, 2000

                                                     Registration No. 333-______

================================================================================

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

                                   ----------

                                    FORM S-8

                          REGISTRATION STATEMENT UNDER
                           THE SECURITIES ACT OF 1933

                                   ----------

                          LIONBRIDGE TECHNOLOGIES, INC.
             (Exact Name of Registrant as specified in its charter)

                                    Delaware
         (State or other jurisdiction of incorporation or organization)

                                   04-3398462
                      (I.R.S. Employer Identification No.)

                                950 Winter Street
                                Waltham, MA 02451
               (Address of Principal Executive Offices) (Zip Code)

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

                                 1998 Stock Plan

                            (Full title of the plan)

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

                                  Rory J. Cowan
                             Chief Executive Officer
                          Lionbridge Technologies, Inc.
                                950 Winter Street
                                Waltham, MA 02451
               (Name and Address of Agent for Service of Process)

                                 (781) 434-6000
          (Telephone Number, Including Area Code, of Agent For Service)

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

                                    Copy to:

                            Margaret A. Shukur, Esq.
                                 General Counsel
                          Lionbridge Technologies, Inc.
                                950 Winter Street
                          Waltham, Massachusetts 02451
                                 (781) 434-6000

================================================================================
================================================================================

--------------------------------------------------------------------------------
                                                                          PAGE 1
CALCULATION OF REGISTRATION FEE
=========================================================================================

                                                  PROPOSED
                                                  MAXIMUM       PROPOSED
                                                  OFFERING       MAXIMUM
                                                   PRICE        AGGREGATE     AMOUNT OF
TITLE OF SECURITIES                AMOUNT TO BE     PER         OFFERING     REGISTRATION
TO BE REGISTERED                   REGISTERED (1)  SHARE (1)      PRICE (1)      FEE
----------------                   ------------   --------      ----------   ------------
Common Stock (par value $.01
per share)                         3,000,000      $8.40625      $25,218,750  $6,657.75

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

TOTAL:                             3,000,000                    $25,218,750  $6,657.75
                                   =========                    ===========  =========

=========================================================================================
(1) Estimated pursuant to Rule 457(c) under the Securities Act of 1933, as
         amended, solely for the purpose of calculating the registration fee
         based upon the average of the high and low prices per share as reported
         on the Nasdaq National Market System on November 10, 2000

This registration statement registers additional securities of the same class as
other securities for which Registration Statement No. 333-91179 on Form S-8 as
filed with the Commission on November 18, 1999 is effective. Pursuant to General
Instruction E, the contents of such Registration Statement is hereby
incorporated by reference.

                                     PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3. Incorporation of Documents by Reference.

   The following documents filed with the Commission pursuant to the Securities
Exchange Act of 1934, as amended (the "Exchange Act") are incorporated by
reference in this Registration Statement:

(a)      Registrant's Annual Report on Form 10-K, for the year ended December
         31, 1999, filed with the Commission pursuant to the Exchange Act on
         March 7, 2000.

(b)      Registrant's Quarterly Reports on Form 10-Q for the quarters ended
         March 31, 2000, June 30, 2000 and September 30, 2000, filed with the
         Commission on May 12, 2000, August 11, 2000 and November 13, 2000,
         respectively.

(c)      Registrant's Current Report on Form 8-K filed on June 1, 2000 pursuant
         to the Exchange Act.

(d)      Registrant's Current Report on Form 8-K/A filed with the Commission on
         July 31, 2000 pursuant to the Exchange Act.

(e)      The section entitled "Description of Registrant's Securities to be
         Registered" contained in the Registrant's Registration Statement on
         Form 8-A filed on August 4, 1999 pursuant to Section 12(g) of the
         Exchange Act, and incorporating by reference the information contained
         in the Registrant's Registration Statement on Form S-1 (File No.
         333-81233).

All documents subsequently filed with the Commission by the Registrant pursuant
to Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act, prior to the filing
of a post-effective amendment which indicates that all securities offered herein
have been sold or which deregisters all securities then remaining unsold, shall
be deemed to be incorporated by reference in this Registration Statement and to
be a part thereof from the date of filing of such documents.

--------------------------------------------------------------------------------
                                                                          PAGE 2
Item 4. Description of Securities.

      Not applicable.

Item 5. Interest of Named Experts and Counsel.

      Not applicable.

Item 6. Indemnification of Directors and Officers.

      The Delaware General Corporation Law and the Registrant's Second Amended
and Restated Certificate of Incorporation and Amended and Restated By-laws
provide for indemnification of the Registrant's directors and officers for
liabilities and expenses that they may incur in such capacities. In general,
directors and officers are indemnified with respect to actions taken in good
faith in a manner reasonably believed to be in, or not opposed to, the best
interests of the Registrant, and with respect to any criminal action or
proceeding, actions that the indemnitee had no reasonable cause to believe were
unlawful. Reference is made to the Registrant's Second Amended and Restated
Certificate of Incorporation and Amended and Restated By-laws filed as Exhibits
3.2 and 3.4, respectively, to the Registrant's Registration Statement on Form
S-1 (File No. 333-81233) and incorporated herein by reference.

      The underwriting agreement, dated August 20, 1999, by and between the
Registrant and the underwriters listed therein provides that the underwriters
are obligated, under certain circumstances, to indemnify directors, officers and
controlling persons of the Registrant against certain liabilities, including
liabilities under the Securities Act of 1933. Reference is made to the form of
underwriting agreement filed as Exhibit 1.1 to the Registrant's Registration
Statement on Form S-1 (File No. 333-81233) and incorporated herein by reference.

      The Registrant has in effect a directors' and officers' liability
insurance policy.

Item 7. Exemption From Registration Claimed.

      Not applicable.

Item 8.  Exhibits.

Exhibit No.  Description of Exhibit
-----------  ----------------------

4.1          Specimen Certificate for shares of the Registrant's Common Stock
             (filed as Exhibit 4.3 to the Registrant's Registration Statement on
             Form S-1 (File No. 333-81233) and incorporated herein by
             reference).

4.2          Second Amended and Restated Certificate of Incorporation (filed as
             Exhibit 3.2 to the Registrant's Registration Statement on Form S-1
             (File No. 333-81233) and incorporated herein by reference).

4.3          Amended and Restated By-laws of the Registrant (filed as Exhibit
             3.4 to the Registrant's Registration Statement on Form S-1 (File
             No. 333-81233) and incorporated herein by reference).

4.4          1998 Stock Plan filed as Exhibit 10.1 to the Registration Statement
             on Form S-1 (File No. 333-81233) and incorporated herein by
             reference.

5            Opinion of Counsel.

23.1         Consent of PricewaterhouseCoopers LLP.

23.2         Consent of Arthur Andersen LLP.

24.1         Power of Attorney (included as part of the signature page of this
             Registration Statement).

--------------------------------------------------------------------------------
                                                                          PAGE 3
Item 9.  Undertakings.

 (a)     The undersigned Registrant hereby undertakes:

           (1) To file, during any period in which offers or sales are being
         made, a post-effective amendment to this registration statement:

                   (i) to include any prospectus required by Section 10(a)(3)
                of the Securities Act of 1933;

                   (ii) to reflect in the prospectus any facts or events arising
                after the effective date of the registration statement (or the
                most recent post-effective amendment thereof) which,
                individually or in the aggregate, represent a fundamental change
                in the information set forth in the registration statement.
                Notwithstanding the foregoing, any increase or decrease in
                volume of securities offered (if the total dollar value of
                securities offered would not exceed that which was registered)
                and any deviation from the low or high end of the estimated
                maximum offering range may be reflected in the form of
                prospectus filed with the Commission pursuant to Rule 424(b) if,
                in the aggregate, the changes in volume and price represent no
                more than a 20% change in the maximum aggregate offering price
                set forth in the "Calculation of Registration Fee" table in the
                effective registration statement;

                   (iii) to include any material information with respect to the
                plan of distribution not previously disclosed in the
                registration statement or any material change to such
                information in the registration statement;

           (2) That, for the purpose of determining any liability under the
         Securities Act of 1933, each such post-effective amendment shall be
         deemed to be a new registration statement relating to the securities
         offered therein, and the offering of such securities at that time shall
         be deemed to be the initial bona fide offering thereof; and

           (3) To remove from registration by means of a post-effective
         amendment any of the securities being registered, which remain, unsold
         at the termination of the offering.

 (b) The undersigned Registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act of 1933, each filing of the
Registrant's annual report pursuant to Section 13(a) or 15(d) of the Securities
Exchange Act of 1934 (and, where applicable, each filing of an employee benefit
plan's annual report pursuant to Section 15(d) of the Securities Exchange Act of
1934) that is incorporated by reference herein shall be deemed to be a new
registration statement relating to the securities offered therein, and the
offering of such securities at that time shall be deemed to be the initial bona
fide offering thereof.

 (c) Insofar as indemnification for liabilities arising under the Securities Act
of 1933 may be permitted to directors, officers and controlling persons of the
Registrant pursuant to the foregoing provisions, or otherwise, the Registrant
has been advised that in the opinion of the Securities and Exchange Commission
such indemnification is against public policy as expressed in the Securities Act
of 1933 and is, therefore, unenforceable. In the event that a claim for
indemnification against such liabilities (other than the payment by the
Registrant of expenses incurred or paid by a director, officer or controlling
person of the Registrant in the successful defense of any action, suit or
proceeding) is asserted by such director, officer or controlling person in
connection with the securities being registered, the Registrant will, unless in
the opinion of its counsel the matter has been settled by controlling precedent,
submit to a court of appropriate jurisdiction the question whether such
indemnification by it is against public policy as expressed in the Securities
Act of 1933 and will be governed by the final adjudication of such issue.

--------------------------------------------------------------------------------
                                                                          PAGE 4
SIGNATURES

      Pursuant to the requirements of the Securities Act of 1933, the Registrant
certifies that it has reasonable grounds to believe that it meets all of the
requirements for filing on Form S-8 and has duly caused this Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Los Angeles in the State of California, on this 26th
day of October, 2000.

                                     LIONBRIDGE TECHNOLOGIES, INC.

                                     By: /s/ Rory J. Cowan
                                         ---------------------------------------
                                         Rory J. Cowan
                                         Chief Executive Officer and Chairman of
                                         the Board (Principal Executive Officer)

                        POWER OF ATTORNEY AND SIGNATURES

      We, the undersigned officers and directors of Lionbridge Technologies,
Inc., hereby severally constitute and appoint Rory J. Cowan and Stephen J.
Lifshatz, and each of them singly, our true and lawful attorneys, with full
power to them and each of them singly, to sign for us in our names in the
capacities indicated below, any amendments to this Registration Statement on
Form S-8 (including post-effective amendments), and to file the same, with all
exhibits thereto and other documents in connection therewith, with the
Securities and Exchange Commission, and generally to do all things in our names
and on our behalf in our capacities as officers and directors to enable
Lionbridge Technologies, Inc., to comply with the provisions of the Securities
Act of 1933, as amended, and all requirements of the Securities and Exchange
Commission.

    Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities and on the date indicated.
SIGNATURE                            TITLE
DATE
Chief Executive Officer, Chairman of the Board
/s/ Rory J. Cowan                    Principal Executive Officer)
----------------------------
Rory J. Cowan
October 26, 2000

                                     President, Director
/s/ Roger O. Jeanty
----------------------------
Roger O. Jeanty
October 26, 2000

                                     Senior Vice President, Chief Financial
/s/ Stephen J. Lifshatz              Officer, Treasurer and Secretary (Principal
----------------------------         Financial and Accounting Officer)
Stephen J. Lifshatz
October 26, 2000

                                     Director
/s/ Guy L. de Chazal
----------------------------
Guy L. de Chazal
October 26, 2000

--------------------------------------------------------------------------------
                                                                          PAGE 5
Director
/s/ Marcia J. Hooper
----------------------------
Marcia J. Hooper
October 26, 2000

                                     Director
/s/ Paul Kavanagh
----------------------------
Paul Kavanagh
October 26, 2000

                                     Director
/s/ Claude P. Sheer
----------------------------
Claude P. Sheer
October 26, 2000
--------------------------------------------------------------------------------
                                                                          PAGE 6
INDEX TO EXHIBITS

Exhibit No.  Description of Exhibit
-----------  ----------------------
    4.1      Specimen Certificate for shares of the Registrant's Common Stock
             (filed as Exhibit 4.3 to the Registrant's Registration Statement on
             Form S-1 (File No. 333-81233) and incorporated herein by
             reference).

    4.2      Second Amended and Restated Certificate of Incorporation (filed as
             Exhibit 3.2 to the Registrant's Registration Statement on Form S-1
             (File No. 333-81233) and incorporated herein by reference).

    4.3      Amended and Restated By-laws of the Registrant (filed as Exhibit
             3.4 to the Registrant's Registration Statement on Form S-1 (File
             No. 333-81233) and incorporated herein by reference).

    4.4      1998 Stock Plan (filed as Exhibit 10.1 to the Registration
             Statement in Form S-1 (File No. 333-81233) and incorporated herein
             by reference).

    5        Opinion of Counsel.

   23.1      Consent of PricewaterhouseCoopers LLP.

   23.2      Consent of Arthur Andersen LLP.

   24.1      Power of Attorney (included as part of the signature page of this
             Registration Statement).

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