As filed with the Securities and Exchange Commission on October 20, 1999

                                          Registration No. 333_______________

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


                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549
                                    Form S-8
                             REGISTRATION STATEMENT
                                      under
                           THE SECURITIES ACT OF 1933

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


                         LUMINANT WORLDWIDE CORPORATION
             (Exact name of registrant as specified in its charter)

            Delaware                                        75-2783690
(State or other jurisdiction of                          (I.R.S. employer
 incorporation or organization)                          identification number)

                             4100 Spring Valley Road
                                    Suite 750
                               Dallas, Texas 75244
                    (Address of Principal Executive Offices)

                                 (972) 404-5167
              (Registrant's telephone number, including area code)

                         Luminant Worldwide Corporation
                          1999 Long-Term Incentive Plan
                            (Full title of the plan)

                               Guillermo G. Marmol
                             Chief Executive Officer
                         Luminant Worldwide Corporation
                       4100 Spring Valley Road, Suite 750
                               Dallas, Texas 75244
                                 (972) 404-5167
          (Name and address, including zip code, and telephone number,
                   including area code, of agent for service)

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

                                 With a copy to:


                             R. Scott Kilgore, Esq.
                           Wilmer, Cutler & Pickering
                               2445 M Street, N.W.
                             Washington, D.C. 20037

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

 <TABLE>
<CAPTION>

                        CALCULATION OF REGISTRATION FEE

<S>                              <C>                       <C>              <C>                 <C>              <C>
                                                                             Proposed           Proposed
                                  Title of                                    Maximum            Maximum
                                 Securities                  Amount          Offering           Aggregate          Amount of
                                    to be                     to be            Price             Offering        Registration
         Name of Plan            Registered                Registered       Per Share (1)        Price (1)           Fee (1)
------------------------------------------------------------------------------------------------------------------------------------
1999 Long-Term Incentive         Common Stock, par           7,249,031         $30.00           $118,577,128.74    $32,964.44
Plan (the "1999 Plan")           $0.01
------------------------------------------------------------------------------------------------------------------------------------

<FN>

(1)      In accordance  with Rule 457(h),  the aggregate  offering price and the
         amount  of the  registration  fee are  based on  7,249,031 options
         previously granted pursuant to the 1999 Plan and a weighted average per
         share exercise price of $30.00.

</FN>
</TABLE>

                                      - 1 -
<PAGE>
                                     PART I

              INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS

         Note: The document(s)  containing the information required by Item 1 of
Form S-8 and the statement of  availability  of registrant  information  and any
other  information  required  by Item 2 of Form  S-8  will be sent or  given  to
participants  as  specified  by Rule 428 under the  Securities  Act of 1933,  as
amended (the "Securities Act"). In accordance with Rule 428 and the requirements
of Part I of Form S-8, such documents are not being filed with the SEC either as
part of this Registration Statement or as prospectuses or prospectus supplements
pursuant to Rule 424 under the Securities Act.  Luminant  Worldwide  Corporation
(the  "Registrant" or the "Company")  shall maintain a file of such documents in
accordance with the provisions of Rule 428. Upon request,  the Registrant  shall
furnish the SEC or its staff a copy or copies of all of the  documents  included
in such file.

                                     PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT


         Item 3.   Incorporation of Documents by Reference

         The Company hereby  incorporates  by reference the documents  listed in
(a) through (c) below.  In addition,  all  documents  subsequently  filed by the
Company  pursuant  to  Section  13(a),  13(c),  14 and  15(d) of the  Securities
Exchange  Act of 1934,  as amended  (the  "Exchange  Act") (prior to filing of a
Post-Effective  Amendment which indicates that all securities  offered 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
hereof from the date of filing of such documents.

        (a) Prospectus on Form 424B4 filed by the Company on September 16, 1999.

        (b) The Company's Registration Statement on Form S-1 (SEC No. 33-80161)
        filed by the Company on June 8, 1999 and all amendments thereafter.

        (c) The description of the Company's Common Stock which is incorporated
        by  reference in the  Prospectus  on Form 424B4 filed by the Company on
        September  16, 1999,  including  any  amendment or report filed for the
        purpose of updating such description.

        Item 4.   Description of Securities

        General

Our authorized capital stock consists of 100,000,000 shares of common stock, par
value $0.01 per share, of which 5,000,000 are shares of non-voting common stock,
par value $.01 per share,  and 10,000,000  shares of preferred  stock, par value
$0.01 per share.  As of August 15,  1999,  there  were  1,831,800  shares of our
common stock outstanding, held by two holders of record, no shares of non-voting
common stock outstanding and no shares of preferred stock outstanding.

As of the date of this Registration  Statement,  we have outstanding  24,163,436
shares of common stock.  Of the 24,163,436  shares of common stock  outstanding,
875,247  are  shares of  non-voting  common  stock.  In  addition,  we may issue
additional  shares of common  stock to the  former  owners of our  companies  as
contingent  consideration under the terms of the acquisition  agreements that we
entered into with them.  The number of shares that could be issued as payment of
contingent  consideration are not now determinable and no assumptions  regarding
those  issuances  have  been  included  in the pro  forma  financial  statements
included in this prospectus. Following completion of this offering, no shares of
preferred stock will be outstanding.

                                      - 2 -


<PAGE>

The following is a description of our capital stock.

Common Stock and Non-Voting Common Stock

We  are  authorized  to  issue,  without  further  stockholder  approval,  up to
100,000,000  shares of common stock,  including  5,000,000  shares of non-voting
common stock. Holders of record of common stock, excluding the non-voting common
stock unless otherwise  required by law, are entitled to one vote for each share
held on all matters properly submitted to a vote of stockholders. Holders of our
common stock do not have  cumulative  voting rights.  As a result,  holders of a
plurality of the shares of common  stock,  excluding  non-voting  common  stock,
entitled to vote in any  election of  directors  may elect all of the  directors
standing for election.  Holders of common stock, including the non-voting common
stock, are entitled  ratably to any dividend  declared by the Board of Directors
out of funds legally  available for this  purpose,  subject to any  preferential
dividend rights of any  then-outstanding  preferred stock. Upon our liquidation,
dissolution  or winding up,  holders of common stock,  including the  non-voting
common stock, are entitled to receive ratably our remaining net assets available
after payment of or provision for all debts and other  liabilities,  subject the
prior rights of any  then-outstanding  preferred stock. Holders of common stock,
including the non-voting  common stock,  have no redemption or conversion rights
and no preemptive  right to subscribe for or purchase  additional  shares of any
class of our capital stock.  The outstanding  shares of common stock,  including
the non-voting common stock, are, and the shares of common stock offered in this
offering will be, when issued and paid for,  fully paid and  nonassessable.  The
rights,  preferences  and  privileges of holders of common stock,  including the
non-voting common stock, may be adversely  affected by the rights of the holders
of shares of any series of preferred  stock that we may  designate  and issue in
the future.  See "Preferred  Stock." Each share of non-voting  common stock will
automatically  convert to common stock on a  share-for-share  basis in the event
the holder of a share of non-voting  common stock sells or transfers  that share
to a person or entity who is not an  affiliate  of the holder.  At the option of
the holder of non-voting  common stock each share of non-voting common stock may
be converted on a share for share basis into common stock.

Preferred Stock

We  are  authorized  to  issue,  without  further  stockholder  approval,  up to
10,000,000  shares  of  preferred  stock in one or more  series,  which can have
rights  senior to those of the common  stock.  Our Board of Directors may fix or
alter the  powers,  designation,  dividend  rights,  dividend  rate,  conversion
rights,  voting rights,  rights and terms of redemption,  including sinking fund
provisions,  redemption price or prices, liquidation and other preferences,  and
other special rights of any wholly unissued series of preferred  stock,  and the
number of shares constituting any such series.

Our issuance of preferred stock could adversely  affect holders of common stock.
These effects could include the following:

          if dividends on the preferred  stock have not been made,  dividends on
          the common stock may be restricted;

          to the extent the preferred stock has voting rights, the voting rights
          of the common stock will be diluted;

          if holders of preferred  stock are entitled to preferred  dividends or
          liquidation  preferences,  the amount of earnings and assets available
          for distribution to holders of common stock may be reduced; and

          the issuance of preferred stock could decrease the market price of the
          common stock.

In addition, our issuance of preferred stock may have the effect of delaying or
preventing a change in control.  We currently  have no plans to issue any shares
of preferred stock.


        Item 5.   Interests of Named Experts and Counsel

        The  validity of the shares of Company  Common Stock that may be issued
under  options  granted under the 1999 Plan is being passed upon for the Company
by  Wilmer,  Cutler &  Pickering.  George  P.  Stamas,  a member of the Board of
Directors,  is a partner in Wilmer,  Cutler & Pickering.  As of the date of this
Registration Statement, Mr. Stamas had received stock options to purchase 34,000
shares of Common Stock of the Company in his capacity as Director.

                                      - 3 -

<PAGE>

        Item 6.   Indemnification of Directors and Officers

        As permitted by the Delaware  General  Corporation Law, our certificate
of incorporation provides that our directors will not be personally liable to us
or our  stockholders  for  monetary  damages for breach of  fiduciary  duty as a
director,  except for  liability  (1) for any breach of the  director's  duty of
loyalty to us or our  stockholders,  (2) for acts or omissions not in good faith
or which involve intentional misconduct or a knowing violation of law, (3) under
Section  174 of the  Delaware  General  Corporation  Law,  relating  to unlawful
dividends or unlawful stock purchases or redemptions, or (4) for any transaction
from which the director  derives an improper  personal  benefit.  As a result of
this provision, we and our stockholders may be unable to obtain monetary damages
from a director for breach of his or her duty of care.

Our certificate of incorporation and by-laws provide for the  indemnification of
our  directors  and officers to the fullest  extent  authorized  by the Delaware
General  Corporation Law, except that we will indemnify a director or officer in
connection  with an action  initiated  by that  person  only if the  action  was
authorized by our Board of Directors.  The  indemnification  provided  under our
certificate of incorporation  and by-laws includes the right to be paid expenses
in advance of any proceeding for which indemnification may be had, provided that
such advance  payment may be made only if the  director or officer  seeking such
advance  payment  delivers to us an  undertaking  to repay all  amounts  paid in
advance  if it is  ultimately  determined  that the  director  or officer is not
entitled  to be  indemnified.  Under our  by-laws,  if we do not pay a claim for
indemnification  within 60 days  after we have  received  a written  claim,  the
director  or  officer  may bring an action to recover  the unpaid  amount of the
claim and, if  successful,  the  director or officer also will be entitled to be
paid the expense of prosecuting the action to recover these unpaid amounts.

Under our  by-laws,  we have the power to purchase  and  maintain  insurance  on
behalf of any person who is or was one of our directors,  officers, employees or
agents,  or is or was serving at our request as a director,  officer,  employee,
limited  partner,  general  partner,   manager,  trustee  or  agent  of  another
corporation or of a partnership, joint venture, limited liability company, trust
or other  enterprise,  against  any  liability  asserted  against  the person or
incurred  by the  person  in any of  these  capacities,  or  arising  out of the
person's  fulfilling one of these capacities,  and related expenses,  whether or
not we would have the power to indemnify the person  against the claim under the
provisions  of the  Delaware  General  Corporation  Law.  We intend to  purchase
director  and  officer  liability  insurance  on  behalf  of our  directors  and
officers.


        Item 7.   Exemption from Registration Claimed

        Not Applicable.


        Item 8.   Exhibits

        The  Exhibit  Index   attached  to  this   Registration   Statement  is
incorporated herein by reference.


        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;


                                      - 4 -

<PAGE>

                        (ii) To reflect in the  prospectus  any facts or events
                             arising  after the effective date of this
                             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
                             this Registration Statement;

                       (iii) To include any material  information with respect
                             to the plan of distribution not previously
                             disclosed in this Registration Statement or any
                             material change to such information in this
                             Registration Statement; provided, however, that
                             paragraphs (a)(1)(i) and (a)(1)(ii) do not apply
                             if the information required to be included in a
                             post-effective amendment by those paragraphs is
                             contained in periodic reports filed by the
                             registrant pursuant to section 13 or section 15(d)
                             of the Exchange Act that are incorporated by
                             reference in the registration statement.

                  (2) That, for the purpose of determining  any liability  under
                  the Securities Act, 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.

                  (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, each
         filing of the Registrant's  annual report pursuant to section 13(a) or
         section 15(d) of the Exchange Act (and, where applicable,  each filing
         of any employee benefit plan's annual report pursuant to section 15(d)
         of the  Exchange  Act)  that  is  incorporated  by  reference  in this
         Registration  Statement  shall  be  deemed  to be a  new  registration
         statement  reflating  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 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
         SEC such  indemnification  is against public policy as expressed in the
         Securities Act 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 of whether
         such indemnification by it is against public policy as expressed in the
         Securities Act and will be governed by the final  adjudication  of such
         issue.

            [The remainder of this page is intentionally left blank.]

                                      - 5 -
<PAGE>

                                   SIGNATURES

         Pursuant to the requirements of the Securities Act of 1933, the Company
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 Dallas, Texas on the 20th day of October, 1999.



                                             LUMINANT WORLDWIDE CORPORATION



                                             By: /s/ Guillermo G. Marmol
                                             -----------------------------------
                                             Guillermo G. Marmol
                                             Chief Executive Officer



                                POWER OF ATTORNEY

KNOW ALL MEN BY THESE PRESENTS,  that each person whose signature  appears below
under the heading  "Signature"  constitutes and appoints Guillermo G. Marmol and
Thomas G.  Bevivino as his or her true and lawful  attorney-in-fact  each acting
alone, with full power of substitution and resubstitution, for him or her and in
his or her name,  place and stead,  in any and all capacities to sign any or all
amendments (including post-effective amendments) to this Registration Statement,
and to file  the  same,  with all  exhibits  thereto,  and  other  documents  in
connection therewith, with the Securities and Exchange Commission, granting unto
said  attorney-in-fact full power and authority to do and perform each and every
act and thing  requisite and necessary to be done in and about the premises,  as
fully for all  intents  and  purposes  as he or she might or could do in person,
hereby  ratifying and confirming all that said  attorney-in-fact,  or his or her
substitute, acting alone, may lawfully do or cause to be done by virtue hereof.

         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 dates indicated.

    Signature                      Title                            Date




/s/ Michael H. Jordan       Chairman of the Board             October 20, 1999
----------------------
Michael H. Jordan



/s/ Guillero G. Marmol      Chief Executive Officer           October 20, 1999
----------------------      and Director
Guillermo G. Marmol



/s/ James R. Corey          President, Chief Operating        October 20, 1999
----------------------      Officer and Director
James R. Corey



/s/ Thomas G. Bevivino      Senior Vice President - Finance   October 20, 1999
----------------------      and Chief Accounting Officer
Thomas G. Bevivino


                                      - 6 -

<PAGE>


/s/ George P. Stamas        Director                          October 20, 1999
----------------------
George P. Stamas



/s/ Randolph Austin         Director                          October 20, 1999
----------------------
Randolph Austin



/s/ Michael J. Dolan        Director                          October 20, 1999
----------------------
Michael J. Dolan


/s/ Richard M. Scruggs      Director                          October 20, 1999
----------------------
Richard M. Scruggs





                             - 7 -



<PAGE>



                                  EXHIBIT INDEX


Exhibit
Number        Description

4.1            1999 Long-Term Incentive Plan

5              Opinion of Wilmer, Cutler & Pickering, as to the legality of the
               securities being registered

23.1           Consent of PricewaterhouseCoopers LLP

23.2           Consent of Arthur Andersen LLP

24             Power of attorney (included on signature pages of this
               Registration Statement)


                                      - 8 -
[{"type": "S-8", "sequence": "1", "description": "FORM S-8", "secsgml_size_bytes": 24048}]
{"company-data": {"conformed-name": "LUMINANT WORLDWIDE CORP", "cik": "0001087322", "assigned-sic": "7370", "irs-number": "752783690", "state-of-incorporation": "DE", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-89397", "film-number": "99731309"}, "business-address": {"street1": "2665 VILLA CREEK DRIVE", "street2": "SUITE 200", "city": "DALLAS", "state": "TX", "zip": "75234", "phone": "9724887202"}, "mail-address": {"street1": "2665 VILLA CREEK DRIVE", "street2": "SUITE 200", "city": "DALLAS", "state": "TX", "zip": "75234"}, "former-company": [{"former-conformed-name": "CLARANT WORLDWIDE CORP", "date-changed": "19990604"}, {"former-conformed-name": "RADIANT WORLDWIDE CORP", "date-changed": "19990528"}, {"former-conformed-name": "CLARANT INC", "date-changed": "19990526"}]}
As filed with the Securities and Exchange Commission on October 20, 1999

                                          Registration No. 333_______________

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

                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549
                                    Form S-8
                             REGISTRATION STATEMENT
                                      under
                           THE SECURITIES ACT OF 1933

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

                         LUMINANT WORLDWIDE CORPORATION
             (Exact name of registrant as specified in its charter)

            Delaware                                        75-2783690
(State or other jurisdiction of                          (I.R.S. employer
 incorporation or organization)                          identification number)

                             4100 Spring Valley Road
                                    Suite 750
                               Dallas, Texas 75244
                    (Address of Principal Executive Offices)

                                 (972) 404-5167
              (Registrant's telephone number, including area code)

                         Luminant Worldwide Corporation
                          1999 Long-Term Incentive Plan
                            (Full title of the plan)

                               Guillermo G. Marmol
                             Chief Executive Officer
                         Luminant Worldwide Corporation
                       4100 Spring Valley Road, Suite 750
                               Dallas, Texas 75244
                                 (972) 404-5167
          (Name and address, including zip code, and telephone number,
                   including area code, of agent for service)

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

                                 With a copy to:

                             R. Scott Kilgore, Esq.
                           Wilmer, Cutler & Pickering
                               2445 M Street, N.W.
                             Washington, D.C. 20037

                           ---------------------------
CALCULATION OF REGISTRATION FEE
Proposed           Proposed
                                  Title of                                    Maximum            Maximum
                                 Securities                  Amount          Offering           Aggregate          Amount of
                                    to be                     to be            Price             Offering        Registration
         Name of Plan            Registered                Registered       Per Share (1)        Price (1)           Fee (1)
------------------------------------------------------------------------------------------------------------------------------------
1999 Long-Term Incentive         Common Stock, par           7,249,031         $30.00           $118,577,128.74    $32,964.44
Plan (the "1999 Plan")           $0.01
------------------------------------------------------------------------------------------------------------------------------------
(1)      In accordance  with Rule 457(h),  the aggregate  offering price and the
         amount  of the  registration  fee are  based on  7,249,031 options
         previously granted pursuant to the 1999 Plan and a weighted average per
         share exercise price of $30.00.
- 1 -
PART I

              INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS

         Note: The document(s)  containing the information required by Item 1 of
Form S-8 and the statement of  availability  of registrant  information  and any
other  information  required  by Item 2 of Form  S-8  will be sent or  given  to
participants  as  specified  by Rule 428 under the  Securities  Act of 1933,  as
amended (the "Securities Act"). In accordance with Rule 428 and the requirements
of Part I of Form S-8, such documents are not being filed with the SEC either as
part of this Registration Statement or as prospectuses or prospectus supplements
pursuant to Rule 424 under the Securities Act.  Luminant  Worldwide  Corporation
(the  "Registrant" or the "Company")  shall maintain a file of such documents in
accordance with the provisions of Rule 428. Upon request,  the Registrant  shall
furnish the SEC or its staff a copy or copies of all of the  documents  included
in such file.

                                     PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

         Item 3.   Incorporation of Documents by Reference

         The Company hereby  incorporates  by reference the documents  listed in
(a) through (c) below.  In addition,  all  documents  subsequently  filed by the
Company  pursuant  to  Section  13(a),  13(c),  14 and  15(d) of the  Securities
Exchange  Act of 1934,  as amended  (the  "Exchange  Act") (prior to filing of a
Post-Effective  Amendment which indicates that all securities  offered 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
hereof from the date of filing of such documents.

        (a) Prospectus on Form 424B4 filed by the Company on September 16, 1999.

        (b) The Company's Registration Statement on Form S-1 (SEC No. 33-80161)
        filed by the Company on June 8, 1999 and all amendments thereafter.

        (c) The description of the Company's Common Stock which is incorporated
        by  reference in the  Prospectus  on Form 424B4 filed by the Company on
        September  16, 1999,  including  any  amendment or report filed for the
        purpose of updating such description.

        Item 4.   Description of Securities

        General

Our authorized capital stock consists of 100,000,000 shares of common stock, par
value $0.01 per share, of which 5,000,000 are shares of non-voting common stock,
par value $.01 per share,  and 10,000,000  shares of preferred  stock, par value
$0.01 per share.  As of August 15,  1999,  there  were  1,831,800  shares of our
common stock outstanding, held by two holders of record, no shares of non-voting
common stock outstanding and no shares of preferred stock outstanding.

As of the date of this Registration  Statement,  we have outstanding  24,163,436
shares of common stock.  Of the 24,163,436  shares of common stock  outstanding,
875,247  are  shares of  non-voting  common  stock.  In  addition,  we may issue
additional  shares of common  stock to the  former  owners of our  companies  as
contingent  consideration under the terms of the acquisition  agreements that we
entered into with them.  The number of shares that could be issued as payment of
contingent  consideration are not now determinable and no assumptions  regarding
those  issuances  have  been  included  in the pro  forma  financial  statements
included in this prospectus. Following completion of this offering, no shares of
preferred stock will be outstanding.

                                      - 2 -
The following is a description of our capital stock.

Common Stock and Non-Voting Common Stock

We  are  authorized  to  issue,  without  further  stockholder  approval,  up to
100,000,000  shares of common stock,  including  5,000,000  shares of non-voting
common stock. Holders of record of common stock, excluding the non-voting common
stock unless otherwise  required by law, are entitled to one vote for each share
held on all matters properly submitted to a vote of stockholders. Holders of our
common stock do not have  cumulative  voting rights.  As a result,  holders of a
plurality of the shares of common  stock,  excluding  non-voting  common  stock,
entitled to vote in any  election of  directors  may elect all of the  directors
standing for election.  Holders of common stock, including the non-voting common
stock, are entitled  ratably to any dividend  declared by the Board of Directors
out of funds legally  available for this  purpose,  subject to any  preferential
dividend rights of any  then-outstanding  preferred stock. Upon our liquidation,
dissolution  or winding up,  holders of common stock,  including the  non-voting
common stock, are entitled to receive ratably our remaining net assets available
after payment of or provision for all debts and other  liabilities,  subject the
prior rights of any  then-outstanding  preferred stock. Holders of common stock,
including the non-voting  common stock,  have no redemption or conversion rights
and no preemptive  right to subscribe for or purchase  additional  shares of any
class of our capital stock.  The outstanding  shares of common stock,  including
the non-voting common stock, are, and the shares of common stock offered in this
offering will be, when issued and paid for,  fully paid and  nonassessable.  The
rights,  preferences  and  privileges of holders of common stock,  including the
non-voting common stock, may be adversely  affected by the rights of the holders
of shares of any series of preferred  stock that we may  designate  and issue in
the future.  See "Preferred  Stock." Each share of non-voting  common stock will
automatically  convert to common stock on a  share-for-share  basis in the event
the holder of a share of non-voting  common stock sells or transfers  that share
to a person or entity who is not an  affiliate  of the holder.  At the option of
the holder of non-voting  common stock each share of non-voting common stock may
be converted on a share for share basis into common stock.

Preferred Stock

We  are  authorized  to  issue,  without  further  stockholder  approval,  up to
10,000,000  shares  of  preferred  stock in one or more  series,  which can have
rights  senior to those of the common  stock.  Our Board of Directors may fix or
alter the  powers,  designation,  dividend  rights,  dividend  rate,  conversion
rights,  voting rights,  rights and terms of redemption,  including sinking fund
provisions,  redemption price or prices, liquidation and other preferences,  and
other special rights of any wholly unissued series of preferred  stock,  and the
number of shares constituting any such series.

Our issuance of preferred stock could adversely  affect holders of common stock.
These effects could include the following:

          if dividends on the preferred  stock have not been made,  dividends on
          the common stock may be restricted;

          to the extent the preferred stock has voting rights, the voting rights
          of the common stock will be diluted;

          if holders of preferred  stock are entitled to preferred  dividends or
          liquidation  preferences,  the amount of earnings and assets available
          for distribution to holders of common stock may be reduced; and

          the issuance of preferred stock could decrease the market price of the
          common stock.

In addition, our issuance of preferred stock may have the effect of delaying or
preventing a change in control.  We currently  have no plans to issue any shares
of preferred stock.

        Item 5.   Interests of Named Experts and Counsel

        The  validity of the shares of Company  Common Stock that may be issued
under  options  granted under the 1999 Plan is being passed upon for the Company
by  Wilmer,  Cutler &  Pickering.  George  P.  Stamas,  a member of the Board of
Directors,  is a partner in Wilmer,  Cutler & Pickering.  As of the date of this
Registration Statement, Mr. Stamas had received stock options to purchase 34,000
shares of Common Stock of the Company in his capacity as Director.

                                      - 3 -
Item 6.   Indemnification of Directors and Officers

        As permitted by the Delaware  General  Corporation Law, our certificate
of incorporation provides that our directors will not be personally liable to us
or our  stockholders  for  monetary  damages for breach of  fiduciary  duty as a
director,  except for  liability  (1) for any breach of the  director's  duty of
loyalty to us or our  stockholders,  (2) for acts or omissions not in good faith
or which involve intentional misconduct or a knowing violation of law, (3) under
Section  174 of the  Delaware  General  Corporation  Law,  relating  to unlawful
dividends or unlawful stock purchases or redemptions, or (4) for any transaction
from which the director  derives an improper  personal  benefit.  As a result of
this provision, we and our stockholders may be unable to obtain monetary damages
from a director for breach of his or her duty of care.

Our certificate of incorporation and by-laws provide for the  indemnification of
our  directors  and officers to the fullest  extent  authorized  by the Delaware
General  Corporation Law, except that we will indemnify a director or officer in
connection  with an action  initiated  by that  person  only if the  action  was
authorized by our Board of Directors.  The  indemnification  provided  under our
certificate of incorporation  and by-laws includes the right to be paid expenses
in advance of any proceeding for which indemnification may be had, provided that
such advance  payment may be made only if the  director or officer  seeking such
advance  payment  delivers to us an  undertaking  to repay all  amounts  paid in
advance  if it is  ultimately  determined  that the  director  or officer is not
entitled  to be  indemnified.  Under our  by-laws,  if we do not pay a claim for
indemnification  within 60 days  after we have  received  a written  claim,  the
director  or  officer  may bring an action to recover  the unpaid  amount of the
claim and, if  successful,  the  director or officer also will be entitled to be
paid the expense of prosecuting the action to recover these unpaid amounts.

Under our  by-laws,  we have the power to purchase  and  maintain  insurance  on
behalf of any person who is or was one of our directors,  officers, employees or
agents,  or is or was serving at our request as a director,  officer,  employee,
limited  partner,  general  partner,   manager,  trustee  or  agent  of  another
corporation or of a partnership, joint venture, limited liability company, trust
or other  enterprise,  against  any  liability  asserted  against  the person or
incurred  by the  person  in any of  these  capacities,  or  arising  out of the
person's  fulfilling one of these capacities,  and related expenses,  whether or
not we would have the power to indemnify the person  against the claim under the
provisions  of the  Delaware  General  Corporation  Law.  We intend to  purchase
director  and  officer  liability  insurance  on  behalf  of our  directors  and
officers.

        Item 7.   Exemption from Registration Claimed

        Not Applicable.

        Item 8.   Exhibits

        The  Exhibit  Index   attached  to  this   Registration   Statement  is
incorporated herein by reference.

        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;

                                      - 4 -
(ii) To reflect in the  prospectus  any facts or events
                             arising  after the effective date of this
                             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
                             this Registration Statement;

                       (iii) To include any material  information with respect
                             to the plan of distribution not previously
                             disclosed in this Registration Statement or any
                             material change to such information in this
                             Registration Statement; provided, however, that
                             paragraphs (a)(1)(i) and (a)(1)(ii) do not apply
                             if the information required to be included in a
                             post-effective amendment by those paragraphs is
                             contained in periodic reports filed by the
                             registrant pursuant to section 13 or section 15(d)
                             of the Exchange Act that are incorporated by
                             reference in the registration statement.

                  (2) That, for the purpose of determining  any liability  under
                  the Securities Act, 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.

                  (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, each
         filing of the Registrant's  annual report pursuant to section 13(a) or
         section 15(d) of the Exchange Act (and, where applicable,  each filing
         of any employee benefit plan's annual report pursuant to section 15(d)
         of the  Exchange  Act)  that  is  incorporated  by  reference  in this
         Registration  Statement  shall  be  deemed  to be a  new  registration
         statement  reflating  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 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
         SEC such  indemnification  is against public policy as expressed in the
         Securities Act 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 of whether
         such indemnification by it is against public policy as expressed in the
         Securities Act and will be governed by the final  adjudication  of such
         issue.

            [The remainder of this page is intentionally left blank.]

                                      - 5 -
SIGNATURES

         Pursuant to the requirements of the Securities Act of 1933, the Company
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 Dallas, Texas on the 20th day of October, 1999.

                                             LUMINANT WORLDWIDE CORPORATION

                                             By: /s/ Guillermo G. Marmol
                                             -----------------------------------
                                             Guillermo G. Marmol
                                             Chief Executive Officer

                                POWER OF ATTORNEY

KNOW ALL MEN BY THESE PRESENTS,  that each person whose signature  appears below
under the heading  "Signature"  constitutes and appoints Guillermo G. Marmol and
Thomas G.  Bevivino as his or her true and lawful  attorney-in-fact  each acting
alone, with full power of substitution and resubstitution, for him or her and in
his or her name,  place and stead,  in any and all capacities to sign any or all
amendments (including post-effective amendments) to this Registration Statement,
and to file  the  same,  with all  exhibits  thereto,  and  other  documents  in
connection therewith, with the Securities and Exchange Commission, granting unto
said  attorney-in-fact full power and authority to do and perform each and every
act and thing  requisite and necessary to be done in and about the premises,  as
fully for all  intents  and  purposes  as he or she might or could do in person,
hereby  ratifying and confirming all that said  attorney-in-fact,  or his or her
substitute, acting alone, may lawfully do or cause to be done by virtue hereof.

         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 dates indicated.

    Signature                      Title                            Date

/s/ Michael H. Jordan       Chairman of the Board             October 20, 1999
----------------------
Michael H. Jordan

/s/ Guillero G. Marmol      Chief Executive Officer           October 20, 1999
----------------------      and Director
Guillermo G. Marmol

/s/ James R. Corey          President, Chief Operating        October 20, 1999
----------------------      Officer and Director
James R. Corey

/s/ Thomas G. Bevivino      Senior Vice President - Finance   October 20, 1999
----------------------      and Chief Accounting Officer
Thomas G. Bevivino

                                      - 6 -
/s/ George P. Stamas        Director                          October 20, 1999
----------------------
George P. Stamas

/s/ Randolph Austin         Director                          October 20, 1999
----------------------
Randolph Austin

/s/ Michael J. Dolan        Director                          October 20, 1999
----------------------
Michael J. Dolan

/s/ Richard M. Scruggs      Director                          October 20, 1999
----------------------
Richard M. Scruggs

                             - 7 -
EXHIBIT INDEX

Exhibit
Number        Description

4.1            1999 Long-Term Incentive Plan

5              Opinion of Wilmer, Cutler & Pickering, as to the legality of the
               securities being registered

23.1           Consent of PricewaterhouseCoopers LLP

23.2           Consent of Arthur Andersen LLP

24             Power of attorney (included on signature pages of this
               Registration Statement)

                                      - 8 -