As filed with the Securities and Exchange Commission on June 30, 2000

                                             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) 581-7000
              ----------------------------------------------------
              (Registrant's telephone number, including area code)

                         Luminant Worldwide Corporation
                        2000 Employee Stock Purchase Plan
                        ----------------------------------
                           (Full title of the plan)

                                Guillermo Marmol
                             Chairman of the Board,
                       Chief Executive Officer & President
                         Luminant Worldwide Corporation
                       4100 Spring Valley Road, Suite 750
                               Dallas, Texas 75244
                                 (972) 581-7000

     (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)
------------------------------------------------------------------------------------------------------------------------------------
Luminant Worldwide             Common Stock, $ .01     750,000         $8.57           $6,427,500          $1,697
Corporation 2000 Employee      par value
Stock Purchase Plan
(the "2000 ESPP")
<FN>
(1)    In accordance with Rule 457(h) and Rule 457(c) the aggregate offering
       price and the amount of the  registration fee are computed on the basis
       of 750,000 shares not yet subject to purchase, $8.57, the average of the
       high and low prices reported in the Nasdaq Stock Market on June 28, 2000.
</FN>
</TABLE>
<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) The Company's Form 10-K with respect to the fiscal year ended
         December 31, 1999.

         (b) All other reports filed by the Company under Section 13(a) or 15(d)
         of the Exchange Act since December 31, 1999.

         (c) The description of the Company's Common Stock which is incorporated
         by reference in the  Company's  Amended  Form 8-A dated  September  14,
         1999,  including  any  amendment  or report  filed for the  purpose  of
         updating such descriptions.

         Item 4. Description of Securities

         Not applicable.

         Item 5.  Interests of Named Experts and Counsel

         The  validity  of the shares of the  Company  Common  Stock that may be
issued under  options  granted  under the 2000 ESPP is being passed upon for the
Company by Wilmer,  Cutler & Pickering.  George P. Stamas, a member of the Board
of Directors,  was a partner in Wilmer, Cutler & Pickering until December, 1999,
and currently serves as a consultant to Wilmer, Cutler & Pickering.

         Item 6. Indemnification of Directors and Officers

          As permitted by the Delaware  General  Corporation  Law, the Company's
certificate of incorporation  provides that our directors will not be personally
liable to the Company or its  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 the Company or its  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


<PAGE>

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,  the Company and its  stockholders  may be unable to obtain  monetary
damages from a director for breach of his or her duty of care.

         The Company's  certificate of incorporation and by-laws provide for the
indemnification  of its directors and officers to the fullest extent  authorized
by the Delaware General  Corporation Law, except that the Company will indemnify
a director or officer in connection with an action initiated by that person only
if the action was  authorized  by its Board of  Directors.  The  indemnification
provided under the Company's  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 the Company
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
the Company's by-laws,  if the Company does 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 the Company's by-laws,  the Company has the power to purchase and
maintain  insurance on behalf of any person who is or was one of its  directors,
officers,  employees  or  agents,  or is or  was  serving  at its  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 the  Company  would have the power to  indemnify  the
person  against  the  claim  under  the  provisions  of  the  Delaware   General
Corporation Law.


         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;

                           (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;


<PAGE>

                                    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.]


<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 30th day of June, 2000.



                                      LUMINANT WORLDWIDE CORPORATION


                                       /s/ Thomas G. Bevivino
                                      ------------------------------------------
                                      Thomas G. Bevivino
                                      Chief Financial Officer, Chief Accounting
                                      Officer and Secretary


                                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
-------------------------
Michael H. Jordan                Chairman of the Board             June 29, 2000



/s/ Guillermo G. Marmol
-------------------------
Guillermo G. Marmol              Chief Executive Officer           June 29, 2000
                                 (Principal Executive Officer)


/s/ James R. Corey
-------------------------        President, Chief Operating
James R. Corey                   Officer and Director              June 30, 2000


<PAGE>



/s/ Thomas G. Bevivino           Chief Financial Officer,          June 30, 2000
-------------------------        Chief Accounting Officer
Thomas G. Bevivino               and Secretary
                                 (Principal Financial Officer
                                 and Principal Accounting Officer)


-------------------------
George P. Stamas                 Director                          June   , 2000



/s/ Randolph Austin
-------------------------
Randolph Austin                  Director                          June 30, 2000



/s/ Michael J. Dolan
-------------------------
Michael J. Dolan                 Director                          June 30, 2000




-------------------------
Richard M. Scruggs               Director                          June   , 2000


/s/ Donald S. Perkins
-------------------------
Donald S. Perkins                Director                          June 30, 2000



<PAGE>



                                  EXHIBIT INDEX
Exhibit
Number        Description

4.1*           2000 Employee Stock Purchase Plan

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

23.1           Consent of Arthur Andersen LLP

23.2           Consent of Wilmer, Cutler & Pickering (included in Exhibit 5)

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

*  Incorporated  by reference to Schedule Def 14A of the Company  filed with the
   Securities and Exchange Commission on April 19, 2000.
[{"type": "S-8", "sequence": "1", "filename": "0001.txt", "description": "FORM S-8", "secsgml_size_bytes": 19351}]
{"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": "333-40608", "film-number": "666550"}, "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 June 30, 2000

                                             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) 581-7000
              ----------------------------------------------------
              (Registrant's telephone number, including area code)

                         Luminant Worldwide Corporation
                        2000 Employee Stock Purchase Plan
                        ----------------------------------
                           (Full title of the plan)

                                Guillermo Marmol
                             Chairman of the Board,
                       Chief Executive Officer & President
                         Luminant Worldwide Corporation
                       4100 Spring Valley Road, Suite 750
                               Dallas, Texas 75244
                                 (972) 581-7000

     (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)
------------------------------------------------------------------------------------------------------------------------------------
Luminant Worldwide             Common Stock, $ .01     750,000         $8.57           $6,427,500          $1,697
Corporation 2000 Employee      par value
Stock Purchase Plan
(the "2000 ESPP")
(1)    In accordance with Rule 457(h) and Rule 457(c) the aggregate offering
       price and the amount of the  registration fee are computed on the basis
       of 750,000 shares not yet subject to purchase, $8.57, the average of the
       high and low prices reported in the Nasdaq Stock Market on June 28, 2000.
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) The Company's Form 10-K with respect to the fiscal year ended
         December 31, 1999.

         (b) All other reports filed by the Company under Section 13(a) or 15(d)
         of the Exchange Act since December 31, 1999.

         (c) The description of the Company's Common Stock which is incorporated
         by reference in the  Company's  Amended  Form 8-A dated  September  14,
         1999,  including  any  amendment  or report  filed for the  purpose  of
         updating such descriptions.

         Item 4. Description of Securities

         Not applicable.

         Item 5.  Interests of Named Experts and Counsel

         The  validity  of the shares of the  Company  Common  Stock that may be
issued under  options  granted  under the 2000 ESPP is being passed upon for the
Company by Wilmer,  Cutler & Pickering.  George P. Stamas, a member of the Board
of Directors,  was a partner in Wilmer, Cutler & Pickering until December, 1999,
and currently serves as a consultant to Wilmer, Cutler & Pickering.

         Item 6. Indemnification of Directors and Officers

          As permitted by the Delaware  General  Corporation  Law, the Company's
certificate of incorporation  provides that our directors will not be personally
liable to the Company or its  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 the Company or its  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,  the Company and its  stockholders  may be unable to obtain  monetary
damages from a director for breach of his or her duty of care.

         The Company's  certificate of incorporation and by-laws provide for the
indemnification  of its directors and officers to the fullest extent  authorized
by the Delaware General  Corporation Law, except that the Company will indemnify
a director or officer in connection with an action initiated by that person only
if the action was  authorized  by its Board of  Directors.  The  indemnification
provided under the Company's  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 the Company
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
the Company's by-laws,  if the Company does 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 the Company's by-laws,  the Company has the power to purchase and
maintain  insurance on behalf of any person who is or was one of its  directors,
officers,  employees  or  agents,  or is or  was  serving  at its  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 the  Company  would have the power to  indemnify  the
person  against  the  claim  under  the  provisions  of  the  Delaware   General
Corporation Law.

         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;

                           (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.

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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 30th day of June, 2000.

                                      LUMINANT WORLDWIDE CORPORATION

                                       /s/ Thomas G. Bevivino
                                      ------------------------------------------
                                      Thomas G. Bevivino
                                      Chief Financial Officer, Chief Accounting
                                      Officer and Secretary

                                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
-------------------------
Michael H. Jordan                Chairman of the Board             June 29, 2000

/s/ Guillermo G. Marmol
-------------------------
Guillermo G. Marmol              Chief Executive Officer           June 29, 2000
                                 (Principal Executive Officer)

/s/ James R. Corey
-------------------------        President, Chief Operating
James R. Corey                   Officer and Director              June 30, 2000
/s/ Thomas G. Bevivino           Chief Financial Officer,          June 30, 2000
-------------------------        Chief Accounting Officer
Thomas G. Bevivino               and Secretary
                                 (Principal Financial Officer
                                 and Principal Accounting Officer)

-------------------------
George P. Stamas                 Director                          June   , 2000

/s/ Randolph Austin
-------------------------
Randolph Austin                  Director                          June 30, 2000

/s/ Michael J. Dolan
-------------------------
Michael J. Dolan                 Director                          June 30, 2000

-------------------------
Richard M. Scruggs               Director                          June   , 2000

/s/ Donald S. Perkins
-------------------------
Donald S. Perkins                Director                          June 30, 2000
EXHIBIT INDEX
Exhibit
Number        Description

4.1*           2000 Employee Stock Purchase Plan

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

23.1           Consent of Arthur Andersen LLP

23.2           Consent of Wilmer, Cutler & Pickering (included in Exhibit 5)

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

*  Incorporated  by reference to Schedule Def 14A of the Company  filed with the
   Securities and Exchange Commission on April 19, 2000.