SECURITIES AND EXCHANGE COMMISSION

                             WASHINGTON, D.C. 20549

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                                    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) JULY 28, 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 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS.

(c) EXHIBITS.

      99.1  Press Release dated July 28, 2004, entitled "Lightbridge Reports
            Second Quarter 2004 Financial Results."



ITEM 12. RESULTS OF OPERATIONS AND FINANCIAL CONDITION.

      On July 28, 2004, Lightbridge, Inc., a Delaware corporation ("Lightbridge"
or the "Company"), announced its results of operations for the quarter ended
June 30, 2004.

      A copy of the press release issued by Lightbridge on July 28, 2004,
entitled "Lightbridge Reports Second Quarter 2004 Financial Results" is included
as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated by
reference herein.

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      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

July 28, 2004