FORM 4		UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940	OMB APPROVAL
[_]	Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).		OMB Number:     3235-0287 Expires:       January 31, 2005 Estimated average burden hours per response...........0.5
(Print or Type Responses)

1. Name and Address of Reporting Person*  de Chazal                               Guy                                L.	2. Issuer Name and Ticker or Trading Symbol Lionbridge Technologies, Inc. (LIOX)						6. Relationship of Reporting Person(s) to Issuer (Check all applicable)           [X] Director                  [_] 10% Owner           [_] Officer                     [_] Other (specify below)                (give title below)
(Last)                             (First)                       (Middle) 1585 Broadway	3. I.R.S. Identification Number of Reporting Person, if an entity (voluntary)			4. Statement for Month/Year08/02
(Street) New York                           New York                       10036				5. If Amendment, Date of Original (Month/Year)			7. Individual or Joint/Group Filing (Check Applicable Line)      [X] Form filed by One Reporting Person      [_] Form filed by More than One Reporting Person
(City)                             (State)                          (Zip)	Table I -- Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Trans- action Date  (Month/ Day/ Year	3. Trans- action Code (Instr. 8)		4. Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned at End of Month (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
		Code	V	Amount	(A) or (D)	Price
Common Stock							49,415	D
Common Stock							3,119,340	I(1)	through partnerships

 Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4(b)(v). (Over)
SEC 1474 (7-96)

FORM 4 (continued)

Table II -- Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)

1. Title of Derivative Security (Instr. 3)

2. Conver- sion or Exercise Price of Derivative Security

3. Trans- action Date (Month/ Day/Year)

4. Transaction Code (Instr. 8)

5. Number of Derivative Securites Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)

6. Date Exercisable and Expiration Date (Month/Day/Year)

7. Title and Amount of Underlying Securities (Instr. 3 and 4)

8. Price of Derivative Security (Instr. 5)

9. Number of Derivative Securities Beneficially Owned and End of Month (Instr. 4)

10. Owner- ship Form of Derivative Securities Beneficially Owned by End of Month (Instr. 4)

11. Nature of Indirect Beneficial Ownership (Instr. 4)

Code

V

(A)

(D)

Date Excer- cisable

Expira- tion Date

Title

Amount or Number of Shares

Warrants

$1.69

08/01/02

P

44,517

(2)

(6)

Common Stock

44,517

(7)

44,517

1(3)

through partnerships

Warrants

$1.69

08/01/02

P

6,095

(4)

(6)

Common Stock

6,095

(7)

6,095

1(5)

through partnerships

Explanation of Responses:

1. The Reporting Person is a general partner of Morgan Stanley Venture Partners II, L.P., the general partner (the “General Partner”) of Morgan Stanley Venture Capital Fund II Annex, L.P. (the “Annex Fund”) and Morgan Stanley Venture Investors Annex, L.P. (the “Investors Annex Fund”, and together with the Annex Fund, the “Funds”). The reported securities are owned directly by the Funds. The Reporting Person disclaims any beneficial ownership of any of the securities owned by the Funds except to the extent of any proportionate pecuniary interest therein. 2. 11,117 of these warrants are immediately exercisable. The rest are exercisable on each three month anniversary of May 31, 2002 for an additional number of shares of common stock equal to the product of (A) multiplied by (B) divided by (C), where (A) is 1,336, (B) is the aggregate principal amount of that certain note dated as of March 9, 1999 held by the Annex Fund which is outstanding on such three month date and (C) is $200,000. 3. The reported securities are owned directly by the Annex Fund. The Reporting Person disclaims any beneficiary ownership of any of the securities owned by the Annex Fund except to the extent of any proportionate pecuniary interest therein. Footnotes 4, 5, 6, and 7, please refer to page 3 of 3 of this filing.	/s/ Debra Abramovitz     **Signature of Reporting Person     Debra Abramovitz, Attorney-in-Fact     for Guy L. de Chazal	August 29, 2002     Date
**Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a). Note: File three copies of this Form, one of which must be manually signed. If space provided is insufficient, see Instruction 6 for procedure. Potential persons who are to respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.

. (Over)
SEC 1474 (7-96)

Reporting Person: Guy L. de Chazal

Issuer Name & Ticker Symbol: Lionbridge Technologies, Inc. (LIOX)

Statement for Month/Year: 08/02

Footnotes (Continued):

(4) 1,520 of these warrants are immediately exercisable. The rest are exercisable on each three month anniversary of May 31, 2002 for an additional number of shares of common stock equal to the product of (A) multiplied by (B) divided by (C), where (A) is 183, (B) is the aggregate principal amount of that certain note dated as of March 9, 1999 held by the Investors Annex Fund which is outstanding on such three month date and (C) is $200,000.

(5) The reported securities are owned directly by the Investors Annex Fund. The Reporting Person disclaims any beneficial ownership of any of the securities owned by the Investor Annex Fund except to the extent of any proportionate pecuniary interest therein.

(6) The later of 5 p.m. on July 31, 2009 or at such time as all principal and interest on the notes described in footnotes 2 and 4 above are paid in full.

(7) The consideration for the warrants was the agreement to extend the term of the notes as described in footnotes 2 and 4 above.