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Proc-Type: 2001,MIC-CLEAR
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<SEC-DOCUMENT>0001044321-11-000044.txt : 20110210
<SEC-HEADER>0001044321-11-000044.hdr.sgml : 20110210
<ACCEPTANCE-DATETIME>20110210124250
ACCESSION NUMBER:		0001044321-11-000044
CONFORMED SUBMISSION TYPE:	SC 13G
PUBLIC DOCUMENT COUNT:		1
FILED AS OF DATE:		20110210
DATE AS OF CHANGE:		20110210
GROUP MEMBERS:		AUSTIN W. MARXE
GROUP MEMBERS:		AWM INVESTMENT COMPANY, INC.
GROUP MEMBERS:		DAVID M. GREENHOUSE
GROUP MEMBERS:		MG ADVISERS, LLC
GROUP MEMBERS:		MGP ADVISERS LIMITED PARTNERSHIP
GROUP MEMBERS:		SPECIAL SITUATIONS CAYMAN FUND, L.P.
GROUP MEMBERS:		SPECIAL SITUATIONS FUND III QP, L.P.
GROUP MEMBERS:		SPECIAL SITUATIONS PRIVATE EQUITY FUND, L.P,

SUBJECT COMPANY:	

	COMPANY DATA:	
		COMPANY CONFORMED NAME:			LIGHTBRIDGE Corp
		CENTRAL INDEX KEY:			0001084554
		STANDARD INDUSTRIAL CLASSIFICATION:	SERVICES-MANAGEMENT CONSULTING SERVICES [8742]
		IRS NUMBER:				911975651
		STATE OF INCORPORATION:			NV
		FISCAL YEAR END:			1231

	FILING VALUES:
		FORM TYPE:		SC 13G
		SEC ACT:		1934 Act
		SEC FILE NUMBER:	005-78630
		FILM NUMBER:		11590881

	BUSINESS ADDRESS:	
		STREET 1:		1600 TYSONS BOULEVARD
		STREET 2:		SUITE 550
		CITY:			MCLEAN,
		STATE:			VA
		ZIP:			22102
		BUSINESS PHONE:		703.918.4904

	MAIL ADDRESS:	
		STREET 1:		1600 TYSONS BOULEVARD
		STREET 2:		SUITE 550
		CITY:			MCLEAN,
		STATE:			VA
		ZIP:			22102

	FORMER COMPANY:	
		FORMER CONFORMED NAME:	Thorium Power, Ltd
		DATE OF NAME CHANGE:	20061011

	FORMER COMPANY:	
		FORMER CONFORMED NAME:	NOVASTAR RESOURCES LTD.
		DATE OF NAME CHANGE:	20051011

	FORMER COMPANY:	
		FORMER CONFORMED NAME:	NOVASTAR RESOURCES LTD
		DATE OF NAME CHANGE:	20050829

FILED BY:		

	COMPANY DATA:	
		COMPANY CONFORMED NAME:			MARXE AUSTIN W & GREENHOUSE DAVID M
		CENTRAL INDEX KEY:			0001044321
		IRS NUMBER:				000000000

	FILING VALUES:
		FORM TYPE:		SC 13G

	BUSINESS ADDRESS:	
		STREET 1:		C/O SPECIAL SITUATIONS FUNDS
		STREET 2:		527 MADISON AVENUE, SUITE 2600
		CITY:			NEW YORK
		STATE:			NY
		ZIP:			10022
		BUSINESS PHONE:		2122076500

	MAIL ADDRESS:	
		STREET 1:		C/O SPECIAL SITUATIONS FUNDS
		STREET 2:		527 MADISON AVENUE, SUITE 2600
		CITY:			NEW YORK
		STATE:			NY
		ZIP:			10022
</SEC-HEADER>
<DOCUMENT>
<TYPE>SC 13G
<SEQUENCE>1
<FILENAME>lightbridge13gt.txt
<TEXT>
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C.  20549
SCHEDULE 13G
Under the Securities Exchange Act of 1934
				(Amendment No. ____)

Lightbridge Corporation
                  _____________________________________________
       (Name of Issuer)

Common Stock
                  _______________________________________________
(Title of Class of Securities)

53224K104
                    _________________________________________________
(CUSIP Number)


		with a copy to:
Austin W. Marxe		Allen B. Levithan, Esq.
527 Madison Avenue, Suite 2600		Lowenstein Sandler PC
New York, New York 10022		65 Livingston Avenue
			Roseland, New Jersey 07068
			(973) 597-2406
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)

January 31, 2011
(Date of Event which Requires Filing of this Statement)


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

	____	Rule 13d-1(b)
	_x__	Rule 13d-1(c)
	____	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
disclosures provided in a prior cover page.
The information required on 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 (?Act?) 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).



Cusip No. 53224K104       13G                           Page 2 of 6 Pages
1.Names of Reporting Persons.  I.R.S. Identification Nos. of above persons
(entities only):

	Austin W. Marxe and David M. Greenhouse


	2.	Check the Appropriate Box if a Member of a Group (See
Instructions):
	(a)	[    ]	 	Not Applicable
	(b)	[    ]

	3.	SEC Use Only

	4.	Source of Funds (See Instructions):  00

	5.	Check if Disclosure of Legal Proceedings Is Required Pursuant to
Items 2(d) or 2(e):
				Not Applicable
______________________________________________________________________________
      6.    Citizenship or Place of Organization:    United States
______________________________________________________________________________
	Number of	7.	Sole Voting Power:	0
	Shares Beneficially	8.	Shared Voting Power:	1,678,438*
	Owned by
	Each Reporting	9.	Sole Dispositive Power:	0
	Person With	10.	Shared Dispositive Power:	  1,678,438*__

	11.	Aggregate Amount Beneficially Owned by Each Reporting Person:
            1,678,438*

	12.	Check if the Aggregate Amount in Row (11) Excludes Certain Shares
		(See Instructions):		               Not Applicable

	13.	Percent of Class Represented by Amount in Row (11):     13.1%*

	14.	Type of Reporting Person (See Instructions):       IA, IN


* This is a joint filing by Austin W. Marxe (?Marxe?) and David M. Greenhouse
(?Greenhouse?).  Marxe and Greenhouse share sole voting and investment power
over 254,977 shares of Common Stock and 94,697 Warrants owned by Special
Situations Cayman Fund, L.P., 764,932 shares of Common Stock and 284,091
Warrants owned by Special Situations Fund III QP, L.P. and 203,983 shares of
Common Stock and 75,758 Warrants owned by Special Situations Private Equity
Fund, L.P.  See Items 2 and 4 of this Schedule for additional information.


								Page 3 of 6 Pages
Item 1.	Security and Issuer:
	(a) Lightbridge Corporation
	(b) 1600 Tyson Boulevard, Suite 550, McLean, VA 22102

Item 2. (a)	Name of Person Filing:
	The persons filing this report are Austin W. Marxe (?Marxe?) and
David M. Greenhouse (?Greenhouse?), who are the controlling principals of AWM
Investment Company, Inc. (?AWM?), the general partner of and investment
adviser to Special Situations Cayman Fund, L.P. (?Cayman?).  AWM also serves
as the general partner of MGP Advisers Limited Partnership (?MGP?), the
general partner of Special Situations Fund III QP, L.P. (?SSFQP?).  Marxe and
Greenhouse are also members of MG Advisers L.L.C. (?MG?), the general partner
of Special Situations Private Equity Fund, L.P. (?SSPE?).  AWM serves as the
investment adviser to SSFQP and SSPE. (SSFQP, Cayman, and SSPE will hereafter
be referred to as, the ?Funds?).  The principal business of each Fund is to
invest in equity and equity-related securities and other securities of any
kind or nature.


             (b) Address of Principal Business Office or, if none, Residence:

	The principal business address for Marxe and Greenhouse is 527
Madison Avenue, Suite 2600, New York, NY  10022.


              (c) Citizenship:

       	           Austin W. Marxe and David M. Greenhouse are United
States citizens.

              (d) Title of Class of Securities:  Common Stock
	              (e) CUSIP Number:  53224K104.

Item 3.     If this statement is filed pursuant to $240.13d-1(b) or 240.13d-
2(b), check whether
            the person filing is a:    Not Applicable

(a) ( )	Broker or Dealer registered under section 15 of the Act;
(b) ( )	Bank as defined in section 3(a) (6) of the Act;
(c) ( )	Insurance Company as defined in section 3(a) (19) of the Act;
(d) ( )	Investment Company registered under section 8 of the Investment
Company Act of 1940;
(e) ( )	An Investment Adviser in accordance with $240.13d
		-1(b)(I)(ii)(E);
(f) ( )	An employee benefit plan or endowment fund in accordance with
$240.13d-1(b)(I)(ii)(F);


								Page 4 of 6 Pages

(g) ( )	A parent holding company or control person in accordance with
$240.13d-
	1(b)(1)(ii)(G);
(h) ( ) 	A savings association as defined in Section 3(b) of the Federal
Deposit Insurance

	Act;
(i) ( ) 	A church plan that is excluded from the definition of an
investment company under section 3(c)(14) of the Investment
Company Act of 1940;
(j) ( )   	Group, in accordance with $240.13d-1(b)(1)(ii)(J).


Item 4.       Ownership:

	 (a) Amount Beneficially Owned:  Messrs. Marxe and Greenhouse
beneficially own a total of 1,223,892 shares of Common Stock and 454,546
Warrants to purchase Common Shares.  This amount includes 254,977 shares of
Common Stock and 94,697 Warrants owned by Cayman, 203,983 shares of Common
Stock and 75,758 Warrants owned by SSPE and 764,932 shares of Common Stock and
284,091 Warrants owned by SSFQP.

	(b) Percent of Class:  Messrs. Marxe and Greenhouse beneficially own
13.1% of the shares outstanding, of which Cayman owns 2.8% of the outstanding
shares, SSPE owns 2.3% of the outstanding shares and SSFQP owns 8.3% of the
outstanding shares.

	(c) Number of Shares as to which the person has:

		(i)	Sole power to vote or to direct the vote:  0

		(ii)	Shared power to vote or to direct the vote:  1,678,438

		(iii)	Sole power to dispose or to direct the disposition of:  0

(iv)	Shared power to dispose or to direct the disposition of:
1,678,438


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 that five percent of the class
of securities, check the following __.

Item 6.Ownership of More than Five Percent on Behalf of Another Person:  Not
Applicable.














       	Page 5 of 6 Pages

Item 7. Identification and Classification of the Subsidiary Which Acquired the
Security being Reported on By the Parent Holding Company:  Not Applicable.

Item 8. Identification and Classification of Members of the Group:  Not
applicable

Item 9. Notices of Dissolution of Group:  Not applicable.

Item 10.Certification:

	By signing below I certify that, to the best of my knowledge and belief,
the securities
referred to above were acquired and are held in the ordinary course of
business and were not
acquired and are not held for the purpose of or with the effect of changing or
influencing the
control of the issuer of the securities and were not acquired and are not held
in connection with
or as a participant in any transaction having that purpose or effect.





SIGNATURE


	After reasonable inquiry and to the best of my knowledge and belief, I
certify that the information set forth in this statement is true, complete and
correct.


Dated: February 10, 2010



				/s/ Austin W. Marxe
				AUSTIN W. MARXE



				/s/David M Greenhouse
				DAVID M. GREENHOUSE




Attention:  Intentional misstatements or omissions of fact constitute Federal
criminal violations (See 18 U.S.C. 1001).










       								Page 6 of 6 Pages


JOINT FILING AGREEMENT


	Austin W. Marxe and David M. Greenhouse hereby agree that the Schedule
13G to which this agreement is attached is filed on behalf of each of them.





	/s/_Austin W. Marxe
Austin W. Marxe



	/s/_David M. Greenhouse
David M. Greenhouse




- -6-

S5313/1
1319328.02
</TEXT>
</DOCUMENT>
</SEC-DOCUMENT>
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