8-K

                       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


         DATE OF REPORT (DATE OF EARLIEST EVENT REPORTED) AUGUST 2, 2004


                                LIGHTBRIDGE, INC.
               (EXACT NAME OF REGISTRANT AS SPECIFIED IN CHARTER)


        DELAWARE                   000-21319                     04-3065140
(STATE OR OTHER JURISDIC-         (COMMISSION                 (IRS EMPLOYER
TION OF INCORPORATION)            FILE NUMBER)              IDENTIFICATION NO.)


               30 CORPORATE DRIVE, BURLINGTON, MASSACHUSETTS 01803
               (ADDRESS OF PRINCIPAL EXECUTIVE OFFICES) (ZIP CODE)


        REGISTRANT'S TELEPHONE NUMBER, INCLUDING AREA CODE (781) 359-4000


                                 NOT APPLICABLE
          (FORMER NAME OR FORMER ADDRESS, IF CHANGED SINCE LAST REPORT)











ITEM 5. OTHER EVENTS.

       On August 2, 2004, Lightbridge, Inc., a Delaware corporation
("Lightbridge" or the "Company"), announced the resignation of Pamela D.A. Reeve
as President and Chief Executive Officer and a member of the Company's Board of
Directors, effective immediately. The Company named Robert Donahue, a Director
of the Company, as interim President and Chief Executive Officer.

(c) EXHIBITS.

99.1   Press Release dated August 2, 2004, entitled "Pamela D. A. Reeve Resigns
       as President and CEO of Lightbridge - Company names Robert Donahue as
       interim President and CEO"

                                   ----------

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.



                                        LIGHTBRIDGE, INC.


                                        By: /s/ Timothy C. O'Brien
                                            -----------------------------------
                                            Timothy C. O'Brien
                                            Vice President, Finance and
                                            Administration, Chief Financial
                                            Officer and Treasurer

August 3, 2004

EX-99.1

                                                                    EXHIBIT 99.1

                                                              [LIGHTBRIDGE LOGO]



         PAMELA D. A. REEVE RESIGNS AS PRESIDENT AND CEO OF LIGHTBRIDGE

            Company names Robert Donahue as interim President and CEO

BURLINGTON, MA - August 2, 2004 -- Lightbridge, Inc. (Nasdaq: LTBG), a leading
provider of technology solutions that manage customer transactions, today
announced that Pamela D. A. Reeve has resigned as President and CEO and a member
of the Company's Board of Directors. The Board has named Robert Donahue, a
Director of the Company, to serve as the full time interim President and CEO.
Donahue will remain a member of the Board.

Ms. Reeve stated, "I have enjoyed my nearly fifteen years as President and CEO
of Lightbridge and the relationships I have forged with management and the
Company's clients, partners, employees and stakeholders. I am leaving
Lightbridge confident in the value the Company provides to its clients, and that
the employees will give their continued support to Bob and the Board. After many
years of leading Lightbridge, I believe this is a good time to transition from
the Company to pursue personal and business opportunities that I have been
interested in for some time."

Kevin Melia, Chairman of the Lightbridge Board of Directors said, "Pam was
instrumental in guiding Lightbridge to the forefront of the mobile revolution in
the nineties and creating a culture that allowed the Company to navigate through
the recent turbulence in the telecommunications industry. Lightbridge's recent
acquisition of Authorize.Net further demonstrated her foresight in diversifying
the Company's revenue stream. We wish her well as she ventures off into this new
phase of her life."

Ms. Reeve will remain available for advisory purposes to assist the Company in
its transition.

Mr. Donahue is a member of the Company's Board and has been Chairman of the
Audit Committee since January 2004. Over a long career in high technology, he
has held corporate positions at the senior executive level including President
and Chief Operating Officer at Manufacturers Services Ltd. and Chief Financial
Officer of Stratus Computer Inc. As CFO of Stratus, Bob was responsible for S2,
a wholly owned software subsidiary that sold on line transaction processing
products and services.

Mr. Melia continued, "Bob's leadership and exceptional experience in technology,
high growth and cost competitive environments lends itself to meeting the
challenges facing Lightbridge during this interim period. The Board is pleased
that he has accepted this added responsibility and is confident that he will
lead Lightbridge to improved and sustained profitability."

The Company will conduct a formal search for a new President and CEO.

Mr. Melia concluded, "As part of the management transition, Lightbridge plans to
retain a search firm to identify a successor. In the meantime, the entire Board
of Directors will be available to ensure the smoothest possible transition for
all Lightbridge stakeholders."

ABOUT LIGHTBRIDGE

Lightbridge, Inc. (Nasdaq:LTBG) is a leading transaction processing company that
businesses trust to manage customer transactions. Lightbridge adds value to
fraud prevention, credit qualification, payment processing, billing, and
enhanced voice and data processes. Lightbridge solutions leverage intelligent
automated systems and human expertise, delivered primarily through the
efficiencies and cost savings of an outsourced business model. Businesses around
the world use Lightbridge to make smarter decisions, deliver better services,
provide secure payments, reduce costs and enhance the lifetime value of their
customers. For more information, visit http://www.lightbridge.com or call
1-800-LIGHTBR.



                                       ###


CONTACTS

          Timothy C. O'Brien                     Brad Cohen/Raphael Gross
          VP and CFO                             IR Counsel to Lightbridge
..         Lightbridge, Inc.                      ICR, Inc.
          781/359-4426                           203/682-8211
          to'brien@lightbridge.com               bcohen@icrinc.com

LIGHTBRIDGE and the Lightbridge logo are registered trademarks of Lightbridge,
Inc.

FORWARD-LOOKING STATEMENTS

Certain statements in this news release that are not historical facts,
including, without limitation, those relating to the business outlook and trends
in the future, the Company's plans, strategies and expectations for the future
including, without limitation, plans to diversify its business and to achieve
improved and sustained profitability are forward-looking statements that involve
risks and uncertainties. Such statements are based upon the current beliefs and
expectations of the management of the Company. Actual results may vary
materially from those contained in forward-looking statements based on a number
of factors including, without limitation, (i) dependence on a limited number of
clients, (ii) the Company's revenue concentration in the wireless
telecommunications business and the declining subscriber growth rate in that
business, (iii) continuing rapid change in the telecommunications industry,
payment processing industry, and other markets in which the Company does
business that may affect both the Company and its clients, (iv) current and
future economic conditions generally and particularly in the telecommunications
industry, (v) uncertainties about the Company's ability to execute on, and about
the impact on the Company's business and operations of, its objectives, plans or
strategies as a result of potential technological, market or competitive
factors, or the acquisition of Authorize.Net, (vi) the impact of restructuring
and other charges on the Company's business and operations, (vii) integration,
employee retention, recognition of cost and other benefits and revenue
synergies, and other risks associated with acquisitions including the
acquisition of Authorize.Net, (viii) the industry risks associated with
Authorize.Net's business and operations including, without limitation, illegal
or improper uses of Authorize.Net's payment system, changes or failures to
comply with credit card association rules, governmental regulation and the
application of existing laws to Authorize.Net's business and dependence on
relationships with third party payment processors, (ix) the loss of key
employees, and (x) the factors disclosed in the Company's filings with the U.S.
Securities and Exchange Commission including, without limitation, its 2003
Annual Report on Form 10-K. The Company undertakes no obligation to update any
forward-looking statements.