SC 13G/A

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 13G
(Rule 13d-102)

INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO
RULES 13d-1(b), (c), AND (d) AND AMENDMENTS THERETO FILED PURSUANT TO
RULE 13d-2(b)

(Amendment No. 2)*

Lionbridge Technologies, Inc.

(Name of Issuer)

Common Stock, Par Value $0.01 per Share

(Title of Class of Securities)

536252109

(CUSIP Number)

December 31, 2003

(Date of Event which Requires Filing of this Statement) 

Check the appropriate box to designate the rule pursuant to which this Schedule is filed:

o  Rule 13d-1(b)

x Rule 13d-1(c)

o Rule 13d-1(d)

     * The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter the disclosures provided in a prior cover page.

     The information required in the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

Page 1 of 12

CUSIP No. 536252109 13G

1.	NAMES OF REPORTING PERSONS I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY) Morgan Stanley
2.	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) o  (b) o
3.	SEC USE ONLY
4.	CITIZENSHIP OR PLACE OF ORGANIZATION Delaware
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		5.	SOLE VOTING POWER -0-
		6.	SHARED VOTING POWER -0-
		7.	SOLE DISPOSITIVE POWER -0-
		8.	SHARED DISPOSITIVE POWER -0-
9.	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON -0-
10.	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES* o
11.	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) 0%
12.	TYPE OF REPORTING PERSON* CO

*SEE INSTRUCTIONS BEFORE FILLING OUT!

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CUSIP No. 536252109 13G

1.	NAMES OF REPORTING PERSONS I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY) Morgan Stanley Venture Capital II, Inc.
2.	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) o  (b) o
3.	SEC USE ONLY
4.	CITIZENSHIP OR PLACE OF ORGANIZATION Delaware
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		5.	SOLE VOTING POWER -0-
		6.	SHARED VOTING POWER -0-
		7.	SOLE DISPOSITIVE POWER -0-
		8.	SHARED DISPOSITIVE POWER -0-
9.	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON -0-
10.	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES* o
11.	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) 0%
12.	TYPE OF REPORTING PERSON* CO, IA

*SEE INSTRUCTIONS BEFORE FILLING OUT!

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CUSIP No. 536252109 13G

1.	NAMES OF REPORTING PERSONS I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY) Morgan Stanley Venture Partners II, L.P.
2.	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) o  (b) o
3.	SEC USE ONLY
4.	CITIZENSHIP OR PLACE OF ORGANIZATION Delaware
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		5.	SOLE VOTING POWER -0-
		6.	SHARED VOTING POWER -0-
		7.	SOLE DISPOSITIVE POWER -0-
		8.	SHARED DISPOSITIVE POWER -0-
9.	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON -0-
10.	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES* o
11.	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) 0%
12.	TYPE OF REPORTING PERSON* PN, IA

*SEE INSTRUCTIONS BEFORE FILLING OUT!

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CUSIP No. 536252109 13G

1.	NAMES OF REPORTING PERSONS I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY) Morgan Stanley Venture Capital Fund II Annex, L.P.
2.	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) o  (b) o
3.	SEC USE ONLY
4.	CITIZENSHIP OR PLACE OF ORGANIZATION Delaware
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		5.	SOLE VOTING POWER -0-
		6.	SHARED VOTING POWER -0-
		7.	SOLE DISPOSITIVE POWER -0-
		8.	SHARED DISPOSITIVE POWER -0-
9.	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON -0-
10.	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES* o
11.	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW(9) 0%
12.	TYPE OF REPORTING PERSON* PN

*SEE INSTRUCTIONS BEFORE FILLING OUT!

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CUSIP No. 536252109 13G

1.	NAMES OF REPORTING PERSONS I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY) Morgan Stanley Venture Investors Annex, L.P.
2.	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) o  (b) o
3.	SEC USE ONLY
4.	CITIZENSHIP OR PLACE OF ORGANIZATION Delaware
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		5.	SOLE VOTING POWER -0-
		6.	SHARED VOTING POWER -0-
		7.	SOLE DISPOSITIVE POWER -0-
		8.	SHARED DISPOSITIVE POWER -0-
9.	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON -0-
10.	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES* o
11.	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) 0%
12.	TYPE OF REPORTING PERSON* PN

*SEE INSTRUCTIONS BEFORE FILLING OUT!

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Item 1(a). Name of Issuer:

     Lionbridge Technologies, Inc.

Item 1(b). Address of Issuer’s Principal Executive Offices:

     950 Winter Street, Waltham, MA 02451

Item 2(a). Name of Person Filing:

     This statement is filed jointly on behalf of the persons identified below. In accordance with Rule 13d-1(k)(1) under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), each person filing this statement acknowledges that it is responsible for the completeness and accuracy of the information concerning that person but is not responsible for the completeness or accuracy of the information concerning the other persons making the filing, unless such person knows or has reason to believe that such information is inaccurate.

Morgan Stanley (“MS”)
Morgan Stanley Venture Capital II, Inc. (“MSVCII”)
Morgan Stanley Venture Partners II, L.P. (“MSVPII”)
Morgan Stanley Venture Capital Fund II Annex, L.P. (“MSVCFIIA”)
Morgan Stanley Venture Investors Annex, L.P. (“MSVIA”)

Item 2(b). Address of Principal Business Office or, if None, Residence:

     The address of the principal business office of MS, MSVCII, MSVPII, MSVCFIIA and MSVIA is:
          1585 Broadway
          New York, New York 10036

Item 2(c). Citizenship:

     The citizenship of MS, MSVCII, MSVPII, MSVCFIIA and MSVIA is Delaware.

Item 2(d). Title of Class of Securities:

     This statement relates to the Company’s Common Stock, par value $0.01 per share (the “Shares”).

Item 2(e). CUSIP Number:

     536252109

Item 3. If this Statement is Filed Pursuant to Rule 13d-1(b), or 13d-2(b) or (c), Check Whether the Person Filing is a:

(a)	o	Broker or dealer registered under Section 15 of the Exchange Act;
(b)	o	Bank as defined in Section 3(a)(6) of the Exchange Act;
(c)	o	Insurance company as defined in Section 3(a)(19) of the Exchange Act;
(d)	o	Investment company registered under Section 8 of the Investment Company Act;
(e)	o	An investment adviser in accordance with Rule 13d-1(b)(1)(ii)(E);
(f)	o	An employee benefit plan or endowment fund in accordance with Rule 13d-1(b)(1)(ii)(F);
(g)	o	A parent holding company or control person in accordance with Rule 13d-1(b)(1)(ii)(G);
(h)	o	A savings association as defined in Section 3(b) of the Federal Deposit Insurance Act;

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(i)	o	A church plan that is excluded from the definition of an investment company under Section 3(c)(14) of the Investment Company Act;
(j)	o	Group, in accordance with Rule 13d-1(b)(1)(ii)(J).

Item 4. Ownership.

     The filing of this statement should not be construed as an admission by any person that such person is, for purposes of Section 13(d) or 13(g) of the Exchange Act, the beneficial owner of any securities covered by this statement, other than the securities set forth opposite such person’s name in the table in Item 4(c) below.

     (a) Amount beneficially owned:

     This is the Reporting Persons’ final amendment to the Schedule 13G and is an exit filing.

     As of December 31, 2003, the Reporting Persons no longer beneficially own any Shares.

     MS is filing solely in its capacity as parent company of, and indirect beneficial owner of securities held by, one of its business units.

     (b) Percent of class:

MS	0% of the Shares
MSVCII	0% of the Shares
MSVPII	0% of the Shares
MSVCFIIA	0% of the Shares
MSVIA	0% of the Shares

     (c) Number of shares as to which such person has:

	(i) Sole power to vote or to direct the vote	(ii) Shared power to vote or to direct the vote	(iii) Sole power to dispose or to direct the disposition of	(iv) Shared power to dispose or to direct the disposition of
Morgan Stanley	0	0	0	0
MS	0	0	0	0
MSVCII	0	0	0	0
MSVPII	0	0	0	0
MSVCFIIA	0	0	0	0
MSVIA	0	0	0	0

Item 5. Ownership of Five Percent or Less of a Class.

     If this statement is being filed to report the fact that as of the date hereof the reporting person has ceased to be the beneficial owner of more than five percent of the class of securities, check the following. x

Item 6. Ownership of More than Five Percent on Behalf of Another Person.

     Not applicable

Item 7. Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company.

     Not applicable

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Item 8. Identification and Classification of Members of the Group.

     Not applicable

Item 9. Notice of Dissolution of Group.

     Not applicable

Item 10. Certifications.

     Not applicable

Page 9 of 14

SIGNATURE

          After reasonable inquiry and to the best of the knowledge and belief of each of the undersigned, each of the undersigned certifies that the information set forth in this statement is true, complete and correct.

Date: February 13, 2004
MORGAN STANLEY
By:	/s/ Dennine Bullard
	Name: Dennine Bullard
	Title:    Authorized Signatory
MORGAN STANLEY VENTURE CAPITAL II, INC.
By:	/s/ Debra Abramovitz
	Name: Debra Abramovitz
	Title:    Executive Director
MORGAN STANLEY VENTURE PARTNERS II, L.P..
By:	Morgan Stanley Venture Capital II, Inc.,    as Managing General Partner
By:	/s/ Debra Abramovitz
	Name: Debra Abramovitz
	Title: Executive Director
MORGAN STANLEY VENTURE CAPITAL FUND II ANNEX, L.P.
By:	Morgan Stanley Venture Partners II, L.P., as General Partner
By:	Morgan Stanley Venture Capital II, Inc., as Managing General Partner
By:	/s/ Debra Abramovitz
	Name: Debra Abramovitz
	Title: Executive Director
MORGAN STANLEY VENTURE INVESTORS ANNEX, L.P
By:	Morgan Stanley Venture Partners II, L.P., as General Partner
By:	Morgan Stanley Venture Capital II, Inc., as Managing General Partner
By:	/s/ Debra Abramovitz
	Name: Debra Abramovitz
	Title: Executive Director

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EX-1

EXHIBIT 1

JOINT FILING AGREEMENT

     In accordance with Rule 13d-1(k) under the Securities Exchange Act of 1934, as amended, each of the persons named below agrees to the joint filing of a Statement on Schedule 13G (including amendments thereto) with respect to the common stock, par value $0.01 per share, of Lionbridge Technologies, Inc., a Delaware corporation, and further agrees that this Joint Filing Agreement be included as an exhibit to such filings provided that, as contemplated by Section 13d-1(k)(l)(ii), no person shall be responsible for the completeness or accuracy of the information concerning the other persons making the filing, unless such person knows or has reason to believe that such information is inaccurate.

     In evidence thereof, the undersigned, being duly authorized, hereby execute this Agreement this February 13, 2004.

     This Schedule may be executed in two or more counterparts, any one of which need not contain the signature of more than one party, but all such parties taken together will constitute part of this Schedule.

Date: February 13, 2004
MORGAN STANLEY
By:	/s/ Dennine Bullard
	Name: Dennine Bullard
	Title:    Authorized Signatory
MORGAN STANLEY VENTURE CAPITAL II, INC.
By:	/s/ Debra Abramovitz
	Name: Debra Abramovitz
	Title:    Executive Director
MORGAN STANLEY VENTURE PARTNERS II, L.P..
By:	Morgan Stanley Venture Capital II, Inc.,    as Managing General Partner
By:	/s/ Debra Abramovitz
	Name: Debra Abramovitz
	Title: Executive Director
MORGAN STANLEY VENTURE CAPITAL FUND II ANNEX, L.P.
By:	Morgan Stanley Venture Partners II, L.P., as General Partner
By:	Morgan Stanley Venture Capital II, Inc., as Managing General Partner
By:	/s/ Debra Abramovitz
	Name: Debra Abramovitz
	Title: Executive Director

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MORGAN STANLEY VENTURE INVESTORS ANNEX, L.P
By:	Morgan Stanley Venture Partners II, L.P., as General Partner
By:	Morgan Stanley Venture Capital II, Inc., as Managing General Partner
By:	/s/ Debra Abramovitz
	Name: Debra Abramovitz
	Title: Executive Director

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