content: <PAGE>
        As filed with the Securities and Exchange Commission on May 2, 2003.
                                                     Registration No. 333-________
  
                         SECURITIES AND EXCHANGE COMMISSION
  
                               WASHINGTON, D. C. 20549
  
                                      FORM S-8
  
                               REGISTRATION STATEMENT
                                        UNDER
                             THE SECURITIES ACT OF 1933
  
                          PAREXEL International Corporation
                          ---------------------------------
               (Exact name of registrant as specified in its charter)
  
           Massachusetts                                          04-2776269
           -------------                                          ----------
  (State or Other Jurisdiction of                              (I.R.S. Employer
   Incorporation or Organization)                           Identification Number)
  
        195 West Street, Waltham, MA                               02451
  ------------------------------------------------------------------------
  (Address of Principal Executive Offices)                       (Zip Code)
  
                          PAREXEL International Corporation
                          2000 Employee Stock Purchase Plan
                          ---------------------------------
                              (Full Title of the Plan)
  
                               Josef H. von Rickenbach
                        Chairman and Chief Executive Officer
                          PAREXEL International Corporation
                                   195 West Street
                            Waltham, Massachusetts 02451
                            ----------------------------
                       (Name and Address of Agent for Service)
  
                                   (781) 487-9900
            (Telephone Number, Including Area Code, of Agent for Service)
  
                                   with a copy to:
                                W. Brett Davis, Esq.
                              Assistant General Counsel
                          PAREXEL International Corporation
                                   195 West Street
                            Waltham, Massachusetts 02451
  
                           CALCULATION OF REGISTRATION FEE
  
  <PAGE>
  
  <TABLE>
  <CAPTION>
  --------------------------------------------------------------------------------------------------------------------------
                                                                                    Proposed                 Proposed
            Title of                                                                Maximum                  Maximum
           Securities                     Amount             Offering              Aggregate                Amount of
              to be                        to be             Price Per              Offering               Registration
           Registered                  Registered(1)           Share                 Price                     Fee
  -------------------------------------------------------------------------------------------------------------------------
  <S>                                <C>                     <C>                <C>                        <C>
  Common Stock, $.01 par value
  (and associated Series A
  Junior  Participating
  Preferred Stock purchase
  rights)                            1,000,000 shares        $12.65 (2)         $12,650,000 (2)               $1,023.39
  -------------------------------------------------------------------------------------------------------------------------
  </TABLE>
  
  (1)    Pursuant to Rule 416(a) under the Securities Act of 1933, as amended,
         this registration statement also covers additional securities that may be
         offered or issued to prevent dilution resulting from stock splits, stock
         dividends or similar transactions.
  
  (2)    Estimated solely for the purpose of calculating the registration fee, and
         based upon the average of the high and low prices of the Common Stock on
         the Nasdaq National Market on April 29, 2003, in accordance with Rules
         457(c) and 457(h) of the Securities Act of 1933, as amended.
  
  <PAGE>
  
                                  EXPLANATORY NOTE
  
           At the 2002 Annual Meeting of Stockholders of PAREXEL International
  Corporation, a Massachusetts corporation (the "Registrant"), the stockholders of
  the Registrant approved an amendment to the Registrant's 2000 Employee Stock
  Purchase Plan (the "Plan"), increasing the aggregate number of shares of the
  Registrant's Common Stock, $.01 par value per share, issuable under the Plan by
  1,000,000 shares. This Registration Statement on Form S-8 is being filed for the
  purpose of registering such additional 1,000,000 shares of Common Stock of the
  Registrant under the Plan. The shares registered hereunder are in addition to
  shares previously registered by the Registrant for issuance under the Plan.
  
                       STATEMENT OF INCORPORATION BY REFERENCE
  
  .. Pursuant to General Instruction E to Form S-8, the contents of Registration
  Statement No. 333-37138 on Form S-8, as filed with the Securities and Exchange
  Commission on May 16, 2000 with respect to securities offered pursuant to the
  Plan are hereby incorporated by reference.
  
  <PAGE>
  
                                     SIGNATURES
  
  Pursuant to the requirements of the Securities Act of 1933, the Registrant
  certifies that it has reasonable grounds to believe that it meets all of the
  requirements for filing on Form S-8 and has duly caused this registration
  statement to be signed on its behalf by the undersigned, thereunto duly
  authorized, in the city of Waltham, state of Massachusetts on this 2nd day of
  May 2003.
  
                                         PAREXEL INTERNATIONAL CORPORATION
  
                                         By: /s/ Josef H. von Rickenbach
                                            --------------------------------
                                            Josef H. von Rickenbach
                                            Chairman and Chief Executive Officer
  
                          POWER OF ATTORNEY AND SIGNATURES
  
           We, the undersigned officers and Directors of PAREXEL International
  Corporation hereby severally constitute and appoint Josef H. von Rickenbach and
  James F. Winschel, Jr., and each of them singly, our true and lawful attorneys
  with full power to them, and each of them singly, to sign for us and in our
  names in the capacities indicated below, the Registration Statement on Form S-8
  filed herewith and any and all subsequent amendments to said Registration
  Statement, and generally to do all such things in our names and behalf in our
  capacities as officers and directors to enable PAREXEL International Corporation
  to comply with all requirements of the Securities and Exchange Commission,
  hereby ratifying and confirming our signatures as they may be signed by said
  attorneys, or any of them, to said Registration Statement and any and all
  amendments thereto.
  
           Pursuant to the requirements of the Securities Act of 1933, this
  registration statement has been signed by the following persons in the
  capacities and on the dates indicated.
  
  <TABLE>
  <CAPTION>
           SIGNATURE                                     TITLE                               DATE
           ---------                                     -----                               ----
  <S>                                 <C>                                                 <C>
                                      Chairman and Chief Executive Officer
  /s/ Josef H. von Rickenbach           and Director (principal executive officer)        May 2, 2003
  ----------------------------
  Josef H. von Rickenbach
  
                                      Senior Vice President and Chief
  /s/ James F. Winschel, Jr.          Financial Officer (principal financial              May 2, 2003
  ---------------------------         and accounting officer)
  James F. Winschel, Jr.
  
  /s/ A. Dana Callow, Jr.             Director                                            May 2, 2003
  ---------------------------
  A. Dana Callow, Jr.
  
  /s/ A. Joseph Eagle                 Director                                            May 2, 2003
  ---------------------------
  A. Joseph Eagle
  
  /s/ Patrick J. Fortune              Director                                            May 2, 2003
  ---------------------------
  Patrick J. Fortune
  
  /s/ Richard L. Love                 Director                                            May 2, 2003
  ---------------------------
  Richard L. Love
  </TABLE>
  
  <PAGE>
  
  <TABLE>
  <S>                                 <C>                                                 <C>
  /s/ Serge Okun                      Director                                            May 2, 2003
  ---------------------------
  Serge Okun
  
  /s/ William U. Parfet               Director                                            May 2 , 2003
  ---------------------------
  William U. Parfet
  </TABLE>
  
  <PAGE>
  
                                    EXHIBIT INDEX
  
  <TABLE>
  <CAPTION>
   EXHIBIT
   NUMBER                                  DESCRIPTION OF EXHIBIT
  <S>                        <C>
     4.1                     Amended and Restated Articles of Incorporation of the
                             Registrant, as amended.
  
     4.2                     Amended and Restated By-Laws of the Registrant, as
                             amended.
  
     4.3                     Specimen certificate representing the Common Stock of
                             the Registrant (filed as Exhibit 4.1 to the
                             Registrant's Registration Statement on Form S-1 (File
                             No. 33-97406) and incorporated herein by this
                             reference).
  
     4.4                     Rights Agreement dated March 27, 2003 between the
                             Registrant and Equiserve Trust Company, N.A., as
                             Rights Agent, which includes as Exhibit A the Form of
                             Certificate of Vote of Series A Junior Participating
                             Preferred Stock, as Exhibit B the Form of Rights
                             Certificate and as Exhibit C the Summary of Rights to
                             Purchase Common Stock (filed as Exhibit 4.1 to the
                             Registrant's Current Report on Form 8-K filed with
                             the SEC on March 27, 2003 and incorporated herein by
                             this reference).
  
     5.1                     Opinion of Hale and Dorr LLP.
  
    23.1                     Consent of Hale and Dorr LLP (included in Exhibit 5).
  
    23.2                     Consent of Ernst & Young LLP.
  
    23.3                     Consent of PricewaterhouseCoopers LLP.
  
    24.1                     Power of Attorney (included in the signature pages of
                             this Registration Statement).
  </TABLE>
metadata_documents: [{"type": "S-8", "sequence": "1", "filename": "b46358pisv8.txt", "description": "PAREXEL INTERNATIONAL CORPORATION", "secsgml_size_bytes": 10949}]
metadata_filer: {"company-data": {"conformed-name": "PAREXEL INTERNATIONAL CORP", "cik": "0000799729", "assigned-sic": "8731", "irs-number": "042776269", "state-of-incorporation": "MA", "fiscal-year-end": "0630"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-104968", "film-number": "03680486"}, "business-address": {"street1": "195 WEST ST", "city": "WALTHAM", "state": "MA", "zip": "02151", "phone": "7814879900"}, "mail-address": {"street1": "195 WEST ST", "city": "WALTHAM", "state": "MA", "zip": "02154"}}
text: As filed with the Securities and Exchange Commission on May 2, 2003.
                                                     Registration No. 333-________
  
                         SECURITIES AND EXCHANGE COMMISSION
  
                               WASHINGTON, D. C. 20549
  
                                      FORM S-8
  
                               REGISTRATION STATEMENT
                                        UNDER
                             THE SECURITIES ACT OF 1933
  
                          PAREXEL International Corporation
                          ---------------------------------
               (Exact name of registrant as specified in its charter)
  
           Massachusetts                                          04-2776269
           -------------                                          ----------
  (State or Other Jurisdiction of                              (I.R.S. Employer
   Incorporation or Organization)                           Identification Number)
  
        195 West Street, Waltham, MA                               02451
  ------------------------------------------------------------------------
  (Address of Principal Executive Offices)                       (Zip Code)
  
                          PAREXEL International Corporation
                          2000 Employee Stock Purchase Plan
                          ---------------------------------
                              (Full Title of the Plan)
  
                               Josef H. von Rickenbach
                        Chairman and Chief Executive Officer
                          PAREXEL International Corporation
                                   195 West Street
                            Waltham, Massachusetts 02451
                            ----------------------------
                       (Name and Address of Agent for Service)
  
                                   (781) 487-9900
            (Telephone Number, Including Area Code, of Agent for Service)
  
                                   with a copy to:
                                W. Brett Davis, Esq.
                              Assistant General Counsel
                          PAREXEL International Corporation
                                   195 West Street
                            Waltham, Massachusetts 02451
  
                           CALCULATION OF REGISTRATION FEE
  --------------------------------------------------------------------------------------------------------------------------
                                                                                    Proposed                 Proposed
            Title of                                                                Maximum                  Maximum
           Securities                     Amount             Offering              Aggregate                Amount of
              to be                        to be             Price Per              Offering               Registration
           Registered                  Registered(1)           Share                 Price                     Fee
  -------------------------------------------------------------------------------------------------------------------------
  Common Stock, $.01 par value
  (and associated Series A
  Junior  Participating
  Preferred Stock purchase
  rights)                            1,000,000 shares        $12.65 (2)         $12,650,000 (2)               $1,023.39
  -------------------------------------------------------------------------------------------------------------------------
  (1)    Pursuant to Rule 416(a) under the Securities Act of 1933, as amended,
         this registration statement also covers additional securities that may be
         offered or issued to prevent dilution resulting from stock splits, stock
         dividends or similar transactions.
  
  (2)    Estimated solely for the purpose of calculating the registration fee, and
         based upon the average of the high and low prices of the Common Stock on
         the Nasdaq National Market on April 29, 2003, in accordance with Rules
         457(c) and 457(h) of the Securities Act of 1933, as amended.
  EXPLANATORY NOTE
  
           At the 2002 Annual Meeting of Stockholders of PAREXEL International
  Corporation, a Massachusetts corporation (the "Registrant"), the stockholders of
  the Registrant approved an amendment to the Registrant's 2000 Employee Stock
  Purchase Plan (the "Plan"), increasing the aggregate number of shares of the
  Registrant's Common Stock, $.01 par value per share, issuable under the Plan by
  1,000,000 shares. This Registration Statement on Form S-8 is being filed for the
  purpose of registering such additional 1,000,000 shares of Common Stock of the
  Registrant under the Plan. The shares registered hereunder are in addition to
  shares previously registered by the Registrant for issuance under the Plan.
  
                       STATEMENT OF INCORPORATION BY REFERENCE
  
  .. Pursuant to General Instruction E to Form S-8, the contents of Registration
  Statement No. 333-37138 on Form S-8, as filed with the Securities and Exchange
  Commission on May 16, 2000 with respect to securities offered pursuant to the
  Plan are hereby incorporated by reference.
  SIGNATURES
  
  Pursuant to the requirements of the Securities Act of 1933, the Registrant
  certifies that it has reasonable grounds to believe that it meets all of the
  requirements for filing on Form S-8 and has duly caused this registration
  statement to be signed on its behalf by the undersigned, thereunto duly
  authorized, in the city of Waltham, state of Massachusetts on this 2nd day of
  May 2003.
  
                                         PAREXEL INTERNATIONAL CORPORATION
  
                                         By: /s/ Josef H. von Rickenbach
                                            --------------------------------
                                            Josef H. von Rickenbach
                                            Chairman and Chief Executive Officer
  
                          POWER OF ATTORNEY AND SIGNATURES
  
           We, the undersigned officers and Directors of PAREXEL International
  Corporation hereby severally constitute and appoint Josef H. von Rickenbach and
  James F. Winschel, Jr., and each of them singly, our true and lawful attorneys
  with full power to them, and each of them singly, to sign for us and in our
  names in the capacities indicated below, the Registration Statement on Form S-8
  filed herewith and any and all subsequent amendments to said Registration
  Statement, and generally to do all such things in our names and behalf in our
  capacities as officers and directors to enable PAREXEL International Corporation
  to comply with all requirements of the Securities and Exchange Commission,
  hereby ratifying and confirming our signatures as they may be signed by said
  attorneys, or any of them, to said Registration Statement and any and all
  amendments thereto.
  
           Pursuant to the requirements of the Securities Act of 1933, this
  registration statement has been signed by the following persons in the
  capacities and on the dates indicated.
  SIGNATURE                                     TITLE                               DATE
           ---------                                     -----                               ----
  Chairman and Chief Executive Officer
  /s/ Josef H. von Rickenbach           and Director (principal executive officer)        May 2, 2003
  ----------------------------
  Josef H. von Rickenbach
  
                                      Senior Vice President and Chief
  /s/ James F. Winschel, Jr.          Financial Officer (principal financial              May 2, 2003
  ---------------------------         and accounting officer)
  James F. Winschel, Jr.
  
  /s/ A. Dana Callow, Jr.             Director                                            May 2, 2003
  ---------------------------
  A. Dana Callow, Jr.
  
  /s/ A. Joseph Eagle                 Director                                            May 2, 2003
  ---------------------------
  A. Joseph Eagle
  
  /s/ Patrick J. Fortune              Director                                            May 2, 2003
  ---------------------------
  Patrick J. Fortune
  
  /s/ Richard L. Love                 Director                                            May 2, 2003
  ---------------------------
  Richard L. Love
  /s/ Serge Okun                      Director                                            May 2, 2003
  ---------------------------
  Serge Okun
  
  /s/ William U. Parfet               Director                                            May 2 , 2003
  ---------------------------
  William U. Parfet
  EXHIBIT INDEX
  EXHIBIT
   NUMBER                                  DESCRIPTION OF EXHIBIT
  4.1                     Amended and Restated Articles of Incorporation of the
                             Registrant, as amended.
  
     4.2                     Amended and Restated By-Laws of the Registrant, as
                             amended.
  
     4.3                     Specimen certificate representing the Common Stock of
                             the Registrant (filed as Exhibit 4.1 to the
                             Registrant's Registration Statement on Form S-1 (File
                             No. 33-97406) and incorporated herein by this
                             reference).
  
     4.4                     Rights Agreement dated March 27, 2003 between the
                             Registrant and Equiserve Trust Company, N.A., as
                             Rights Agent, which includes as Exhibit A the Form of
                             Certificate of Vote of Series A Junior Participating
                             Preferred Stock, as Exhibit B the Form of Rights
                             Certificate and as Exhibit C the Summary of Rights to
                             Purchase Common Stock (filed as Exhibit 4.1 to the
                             Registrant's Current Report on Form 8-K filed with
                             the SEC on March 27, 2003 and incorporated herein by
                             this reference).
  
     5.1                     Opinion of Hale and Dorr LLP.
  
    23.1                     Consent of Hale and Dorr LLP (included in Exhibit 5).
  
    23.2                     Consent of Ernst & Young LLP.
  
    23.3                     Consent of PricewaterhouseCoopers LLP.
  
    24.1                     Power of Attorney (included in the signature pages of
                             this Registration Statement).