UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Lionbridge Technologies, Inc.
__________________________________________
(Exact name of registrant as specified in its charter)

Not Applicable
______________________________________________
Former name or former address, if changed since last report

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

[  ]  Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
[  ]  Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
[  ]  Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
[  ]  Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

In a press release dated October 8, 2014, Lionbridge announced that effective October 6, 2014, the Board of Directors of Lionbridge has been fixed at eight members, and that the Board has elected Michael G. Dallas a Class II director of the Company. Mr. Dallas is Senior Vice President of Human Resources Global Operations for the Hewlett-Packard Company. Mr. Dallas has held a number of diverse leadership positions at HP since joining HP in 1996, including lead Business HR Partner for HP’s Enterprise Business Group, Global Total Rewards, Sales Compensation and Sales Operations. In connection with his election and under the terms of the Company's Non-Employee Director Compensation Plan, Mr. Dallas was granted an option to purchase 20,000 shares of the Company's common stock under Lionbridge's Stock Incentive Plan as well as a pro-rated portion of the annual retainer. In addition, for his continued service as a director Mr. Dallas will also be eligible to receive an annual option grant to purchase 10,000 shares of the Company's common stock under Lionbridge's Stock Incentive Plan and an annual retainer of $55,000, payable in cash and restricted stock units (RSU) and pro-rated for his initial year of service. The option grants vest over two years from the date of grant at the rate of 50% on each anniversary of the grant date and the RSU vests 13 months from date of grant. Mr. Dallas will be reimbursed for reasonable travel and other out-of-pocket expenses incurred in attending meetings of the board of directors or of any committee of the board of directors. Also in connection with his election, Mr. Dallas entered into an Indemnification Agreement with the Company in the form previously filed with the Securities and Exchange Commission. The press release is attached hereto as Exhibit 99.1 and is incorporated by reference herein.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

Exhibit Index