<PAGE>

      As filed with the Securities and Exchange Commission on August 20, 2002

                                                     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)                           1,200,000      $1.30       $1,560,000       $143.52
                                   ------------                 ----------
TOTAL:                               1,200,000                  $1,560,000       $143.52
                                   ============                 ==========     ==========
</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 August 15, 2002

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,
     2001, filed with the Commission pursuant to the Exchange Act on April 1,
     2002.

(b)  Registrant's Quarterly Report on Form 10-Q for the quarter ended March 31,
     2002, filed with the Commission on May 15, 2002.

(c)  Registrant's Quarterly Report on Form 10-Q for the quarter ended June 30,
     2002, filed with the Commission on August 14, 2002.

(d)  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.

Item 4. Description of Securities.

     Not applicable.

Item 5. Interest of Named Experts and Counsel.

     Not applicable.
                                                                          Page 2


<PAGE>

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 10.9 to the Quarterly Report on
                Form 10-Q for the quarter ended June 30, 2002 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).


Item 9.  Undertakings.

     (a) The undersigned Registrant hereby undertakes:

          (1) To file, during any period in which offers or sales are being
     made,

                                                                          Page 3

<PAGE>

     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.

                                   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

                                                                          Page 4

<PAGE>

Statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Waltham in the Commonwealth of Massachusetts, on this
14th day of August, 2002.

                                     LIONBRIDGE TECHNOLOGIES, INC.


                                     By:   /s/ Rory J. Cowan
                                          -------------------------------
                                          Rory J. Cowan
                                          Chief Executive Officer, President 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
DATE                        TITLE
---------                   -----

/s/ Rory J. Cowan           Chief Executive Officer, President, Chairman of the
----------------------      Board, Principal Executive Officer)
Rory J. Cowan
August 14, 2002

/s/ Stephen J. Lifshatz     Senior Vice President and Chief Financial Officer,
------------------------    (Principal Financial and Accounting Officer)
Stephen J. Lifshatz
August 14, 2002

/s/ Guy L. de Chazal        Director
--------------------
Guy L. de Chazal
August 14, 2002

/s/ Roger O. Jeanty         Director
----------------------
Roger O. Jeanty
August 14, 2002

/s/ Douglas Kingsley        Director
---------------------
Douglas Kingsley
August 14, 2002

                                                                          Page 5

<PAGE>

/s/ Paul Kavanagh           Director
---------------------
Paul Kavanagh
August 14, 2002

/s/ Claude P. Sheer         Director
-----------------------
Claude P. Sheer
August 14, 2002

                                                                          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 10.9 to the Quarterly Report on
             Form 10-Q for the quarter ended June 30, 2002 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).
[{"type": "S-8", "sequence": "1", "filename": "ds8.txt", "description": "FORM S-8", "secsgml_size_bytes": 18069}]
{"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": "333-98415", "film-number": "02743927"}, "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 August 20, 2002

                                                     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)                           1,200,000      $1.30       $1,560,000       $143.52
                                   ------------                 ----------
TOTAL:                               1,200,000                  $1,560,000       $143.52
                                   ============                 ==========     ==========
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------

(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 August 15, 2002

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,
     2001, filed with the Commission pursuant to the Exchange Act on April 1,
     2002.

(b)  Registrant's Quarterly Report on Form 10-Q for the quarter ended March 31,
     2002, filed with the Commission on May 15, 2002.

(c)  Registrant's Quarterly Report on Form 10-Q for the quarter ended June 30,
     2002, filed with the Commission on August 14, 2002.

(d)  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.

Item 4. Description of Securities.

     Not applicable.

Item 5. Interest of Named Experts and Counsel.

     Not applicable.
                                                                          Page 2
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 10.9 to the Quarterly Report on
                Form 10-Q for the quarter ended June 30, 2002 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).

Item 9.  Undertakings.

     (a) The undersigned Registrant hereby undertakes:

          (1) To file, during any period in which offers or sales are being
     made,

                                                                          Page 3
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.

                                   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

                                                                          Page 4
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Waltham in the Commonwealth of Massachusetts, on this
14th day of August, 2002.

                                     LIONBRIDGE TECHNOLOGIES, INC.

                                     By:   /s/ Rory J. Cowan
                                          -------------------------------
                                          Rory J. Cowan
                                          Chief Executive Officer, President 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
DATE                        TITLE
---------                   -----

/s/ Rory J. Cowan           Chief Executive Officer, President, Chairman of the
----------------------      Board, Principal Executive Officer)
Rory J. Cowan
August 14, 2002

/s/ Stephen J. Lifshatz     Senior Vice President and Chief Financial Officer,
------------------------    (Principal Financial and Accounting Officer)
Stephen J. Lifshatz
August 14, 2002

/s/ Guy L. de Chazal        Director
--------------------
Guy L. de Chazal
August 14, 2002

/s/ Roger O. Jeanty         Director
----------------------
Roger O. Jeanty
August 14, 2002

/s/ Douglas Kingsley        Director
---------------------
Douglas Kingsley
August 14, 2002

                                                                          Page 5
/s/ Paul Kavanagh           Director
---------------------
Paul Kavanagh
August 14, 2002

/s/ Claude P. Sheer         Director
-----------------------
Claude P. Sheer
August 14, 2002

                                                                          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 10.9 to the Quarterly Report on
             Form 10-Q for the quarter ended June 30, 2002 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).