content: <PAGE>
  
     As filed with the Securities and Exchange Commission on February 14, 2002.
                                                     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
                              2001 Stock Incentive 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:
                               Mark T. Beaudouin, Esq.
                         Vice President and General Counsel
                          PAREXEL International Corporation
                                   195 West Street
                            Waltham, Massachusetts 02451
  
  
                           CALCULATION OF REGISTRATION FEE
  <TABLE>
  <CAPTION>
  -------------------------------------------------------------------------------------
                                        Proposed          Proposed
   Title of                             Maximum           Maximum
  Securities            Amount          Offering          Aggregate          Amount of
    to be               to be           Price Per         Offering         Registration
  Registered          Registered          Share            Price                Fee
  -------------------------------------------------------------------------------------
  <S>               <C>                 <C>            <C>                  <C>
  Common Stock,
  $.01 par value    1,000,000 shares    $13.465 (1)    $13,465,000.00 (1)    $1,238.78
  -------------------------------------------------------------------------------------
  </TABLE>
  
  (1)  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 February 11, 2002, in accordance with Rules
       457(c) and 457(h) of the Securities Act of 1933, as amended.
  <PAGE>
  
            PART I. INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS
  
       The information required by Part I is included in documents sent or given
  to participants in the Registrant's 2001 Stock Incentive Plan pursuant to Rule
  428(b)(1) of the Securities Act of 1933, as amended (the "Securities Act").
  
             PART II. INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
  
  Item 3.   Incorporation Of Documents By Reference.
  
       The Registrant is subject to the informational and reporting requirements
  of Sections 13(a), 14 and 15(d) of the Securities Exchange Act of 1934, as
  amended (the "Exchange Act"), and in accordance therewith files reports, proxy
  statements and other information with the Securities and Exchange Commission
  (the "Commission"). The following documents, which are on file with the
  Commission, are incorporated in this Registration Statement by reference:
  
            (1) The Registrant's latest annual report filed pursuant to Section
  13(a) or 15(d) of the Exchange Act, or the latest prospectus filed pursuant to
  Rule 424(b) under the Securities Act that contains audited financial statements
  for the Registrant's latest fiscal year for which such statements have been
  filed.
  
            (2) All other reports filed pursuant to Section 13(a) or 15(d) of the
  Exchange Act since the end of the fiscal year covered by the document referred
  to in (1) above.
  
            (3) The description of the common stock of the Registrant, $.01 par
  value per share (the "Common Stock"), contained in a registration statement
  filed under the Exchange Act, including any amendment or report filed for the
  purpose of updating such description.
  
       All documents subsequently filed by the Registrant pursuant to Sections
  13(a), 13(c), 14 and 15(d) of the Exchange Act, prior to the filing of a
  post-effective amendment which indicates that all shares of Common Stock offered
  hereby have been sold or which deregisters all shares of Common Stock then
  remaining unsold, shall be deemed to be incorporated by reference herein and to
  be part hereof from the date of the filing of such documents. Any statement
  contained in a document incorporated or deemed to be incorporated by reference
  herein shall be deemed to be modified or superseded for purposes of this
  Registration Statement to the extent that a statement contained herein or in any
  other subsequently filed document which also is or is deemed to be incorporated
  by reference herein modifies or supersedes such statement. Any statement so
  modified or superseded shall not be deemed, except as so modified or superseded,
  to constitute a part of this Registration Statement.
  <PAGE>
  
  Item 4.   Description of Securities.
  
       Not applicable.
  
  Item 5.   Interests of Named Experts and Counsel.
  
       Not applicable.
  
  Item 6.   Indemnification of Directors and Officers.
  
       Article 6 of the Company's Restated Articles of Organization provides that
  the Registrant shall indemnify each person who is or was a director or officer
  of the Registrant, and each person who is or was serving or has agreed to serve
  at the request of the Registrant as a director or officer of, or in a similar
  capacity with, another organization against all liabilities, costs and expenses
  reasonably incurred by any such persons in connection with the defense or
  disposition of or otherwise in connection with or resulting from any action,
  suit or other proceeding in which they may be involved by reason of being or
  having been such a director or officer or by reason of any action taken or not
  taken in such capacity, except with respect to any matter as to which such
  person shall have been finally adjudicated by a court of competent jurisdiction
  not to have acted in good faith in the reasonable belief that his or her action
  was in the best interests of the Registrant. Section 67 of Chapter 156B of the
  Massachusetts Business Corporation Law authorizes a corporation to indemnify its
  directors, officers, employees and other agents unless such person shall have
  been adjudicated in any proceeding not to have acted in good faith in the
  reasonable belief that such action was in the best interests of the corporation.
  
  Item 7.   Exemption From Registration Claimed.
  
       Not applicable.
  
  Item 8.   Exhibits.
  
       The Exhibit Index immediately preceding the exhibits is incorporated herein
  by reference.
  
  Item 9.   Undertakings.
  
       (a)  The undersigned Registrant hereby undertakes:
  
            (1) To file, during any period in which offers or sales are being
       made, a post-effective amendment to this Registration Statement:
  
            (i) To include any prospectus required by Section 10(a)(3) of the
       Securities Act;
  
            (ii) To reflect in the prospectus any facts or events arising after
       the effective date of this Registration Statement (or the most recent
       post-effective amendment thereof) which, individually or in the aggregate,
       represent a fundamental change in the information set forth in this
       Registration Statement. Notwithstanding the foregoing, any increase or
       decrease in volume of securities offered (if the total dollar value of
       securities offered would not exceed that which was registered) and any
       deviation from the low or high end of the estimated maximum offering range
       may be reflected in the form of prospectus filed with the Commission
       pursuant to Rule 424(b) if, in the aggregate, the changes in volume and
       price represent no more than 20 percent change in the maximum aggregate
       offering price set forth in the "Calculation of Registration Fee" table in
       the effective registration statement; and
  
            (iii) To include any material information with respect to the plan of
       distribution not previously disclosed in this Registration Statement or any
       material change to such information in this Registration Statement;
  <PAGE>
  
  provided, however, that paragraphs (i) and (ii) do not apply if the information
  required to be included in a post-effective amendment by those paragraphs is
  contained in periodic reports filed with or furnished to the Commission by the
  Registrant pursuant to Section 13 or 15(d) of the Exchange Act that are
  incorporated by reference in this Registration Statement.
  
            (2) That, for the purpose of determining any liability under the
       Securities Act, each such post-effective amendment shall be deemed to be a
       new registration statement relating to the securities offered therein, and
       the offering of such securities at that time shall be deemed to be the
       initial bona fide offering thereof.
  
            (3) To remove from registration by means of a post-effective amendment
       any of the securities being registered which remain unsold at the
       termination of the offering.
  
       (b) The undersigned Registrant hereby undertakes that, for purposes of
  determining any liability under the Securities Act of 1933, each filing of the
  Registrant's annual report pursuant to Section 13(a) or Section 15(d) of the
  Securities Exchange Act of 1934 that is incorporated by reference in this
  Registration Statement shall be deemed to be a new registration statement
  relating to the securities offered therein, and the offering of such securities
  at that time shall be deemed to be the initial bona fide offering thereof.
  
       (c) Insofar as indemnification for liabilities arising under the Securities
  Act of 1933 may be permitted to directors, officers and controlling persons of
  the Registrant pursuant to the provisions referred to in Item 6 hereof, or
  otherwise, the Registrant has been advised that in the opinion of the Securities
  and Exchange Commission such indemnification is against public policy as
  expressed in the Act and is, therefore, unenforceable. In the event that a claim
  for indemnification against such liabilities (other than the payment by the
  Registrant of expenses incurred or paid by a director, officer or controlling
  person of the registrant in the successful defense of any action, suit or
  proceeding) is asserted by such director, officer or controlling person in
  connection with the securities being registered, the Registrant will, unless in
  the opinion of its counsel the matter has been settled by controlling precedent,
  submit to a court of appropriate jurisdiction the question whether such
  indemnification by it is against public policy as expressed in the Act and will
  be governed by the final adjudication of such issue.
  <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 14th day of
  February, 2002.
  
                                          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 Mark T.
  Beaudouin, 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>
   /s/ Josef H. von Rickenbach       Chairman and Chief Executive Officer         February 14, 2002
  -------------------------------    and Director (principal executive officer)
  Josef H. von Rickenbach
  
  
   /s/ James F. Winschel, Jr.        Senior Vice President and Chief              February 14, 2002
  -------------------------------    Financial Officer (principal financial
  James F. Winschel, Jr.             and accounting officer)
  
  
   /s/ A. Dana Callow, Jr.           Director                                     February 14, 2002
  -------------------------------
  A. Dana Callow, Jr.
  
  
   /s/ A. Joseph Eagle               Director                                     February 14, 2002
  -------------------------------
  A. Joseph Eagle
  
  
   /s/ Patrick J. Fortune            Director                                     February 14, 2002
  -------------------------------
  Patrick J. Fortune
  
  
   /s/ Werner M. Herrman             Director                                     February 14, 2002
  -------------------------------
  Werner M. Herrmann
  </TABLE>
  
  <PAGE>
  
  <TABLE>
  <CAPTION>
  <S>                                <C>                                          <C>
   /s/ Serge Okun                    Director                                     February 14, 2002
  -------------------------------
  Serge Okun
  
  
   /s/ William U. Parfet             Director                                     February 14, 2002
  -------------------------------
  William U. Parfet
  </TABLE>
  <PAGE>
  
  
                                    EXHIBIT INDEX
  
  EXHIBIT
  NUMBER         DESCRIPTION OF EXHIBIT
  -------        ----------------------
  
    4.1          Amended and Restated Articles of Incorporation of the Registrant
                 (filed as Exhibit 3.1 to the Registrant's Quarterly Report on
                 Form 10-Q for the quarter ended December 31, 1996 and
                 incorporated herein by this reference).
  
    4.2          Amended and Restated By-Laws of the Registrant (filed as Exhibit
                 3.2 to the Registrant's Annual Report on Form 10-K for the fiscal
                 year ended June 30, 2001 and incorporated herein by this
                 reference).
  
    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).
  
    5.1          Opinion of Hale and Dorr LLP.
  
   23.1          Consent of Hale and Dorr LLP (included in Exhibit 5).
  
   23.2          Consent of PricewaterhouseCoopers LLP.
  
   24.1          Power of Attorney (included in the signature pages of this
                 Registration Statement).
  
   99.1          PAREXEL International Corporation 2001 Stock Incentive Plan
                 (filed as Exhibit 10.1 to the Registrant's Quarterly Report on
                 Form 10-Q for the quarter ended September 30, 2001 and
                 incorporated herein by this reference).
metadata_documents: [{"type": "S-8", "sequence": "1", "filename": "b41952pas-8.txt", "description": "PAREXEL INTERNATIONAL CORPORATION", "secsgml_size_bytes": 17154}]
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": "333-82752", "film-number": "02546842"}, "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 February 14, 2002.
                                                     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
                              2001 Stock Incentive 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:
                               Mark T. Beaudouin, Esq.
                         Vice President and 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          Share            Price                Fee
  -------------------------------------------------------------------------------------
  Common Stock,
  $.01 par value    1,000,000 shares    $13.465 (1)    $13,465,000.00 (1)    $1,238.78
  -------------------------------------------------------------------------------------
  (1)  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 February 11, 2002, in accordance with Rules
       457(c) and 457(h) of the Securities Act of 1933, as amended.
  PART I. INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS
  
       The information required by Part I is included in documents sent or given
  to participants in the Registrant's 2001 Stock Incentive Plan pursuant to Rule
  428(b)(1) of the Securities Act of 1933, as amended (the "Securities Act").
  
             PART II. INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
  
  Item 3.   Incorporation Of Documents By Reference.
  
       The Registrant is subject to the informational and reporting requirements
  of Sections 13(a), 14 and 15(d) of the Securities Exchange Act of 1934, as
  amended (the "Exchange Act"), and in accordance therewith files reports, proxy
  statements and other information with the Securities and Exchange Commission
  (the "Commission"). The following documents, which are on file with the
  Commission, are incorporated in this Registration Statement by reference:
  
            (1) The Registrant's latest annual report filed pursuant to Section
  13(a) or 15(d) of the Exchange Act, or the latest prospectus filed pursuant to
  Rule 424(b) under the Securities Act that contains audited financial statements
  for the Registrant's latest fiscal year for which such statements have been
  filed.
  
            (2) All other reports filed pursuant to Section 13(a) or 15(d) of the
  Exchange Act since the end of the fiscal year covered by the document referred
  to in (1) above.
  
            (3) The description of the common stock of the Registrant, $.01 par
  value per share (the "Common Stock"), contained in a registration statement
  filed under the Exchange Act, including any amendment or report filed for the
  purpose of updating such description.
  
       All documents subsequently filed by the Registrant pursuant to Sections
  13(a), 13(c), 14 and 15(d) of the Exchange Act, prior to the filing of a
  post-effective amendment which indicates that all shares of Common Stock offered
  hereby have been sold or which deregisters all shares of Common Stock then
  remaining unsold, shall be deemed to be incorporated by reference herein and to
  be part hereof from the date of the filing of such documents. Any statement
  contained in a document incorporated or deemed to be incorporated by reference
  herein shall be deemed to be modified or superseded for purposes of this
  Registration Statement to the extent that a statement contained herein or in any
  other subsequently filed document which also is or is deemed to be incorporated
  by reference herein modifies or supersedes such statement. Any statement so
  modified or superseded shall not be deemed, except as so modified or superseded,
  to constitute a part of this Registration Statement.
  Item 4.   Description of Securities.
  
       Not applicable.
  
  Item 5.   Interests of Named Experts and Counsel.
  
       Not applicable.
  
  Item 6.   Indemnification of Directors and Officers.
  
       Article 6 of the Company's Restated Articles of Organization provides that
  the Registrant shall indemnify each person who is or was a director or officer
  of the Registrant, and each person who is or was serving or has agreed to serve
  at the request of the Registrant as a director or officer of, or in a similar
  capacity with, another organization against all liabilities, costs and expenses
  reasonably incurred by any such persons in connection with the defense or
  disposition of or otherwise in connection with or resulting from any action,
  suit or other proceeding in which they may be involved by reason of being or
  having been such a director or officer or by reason of any action taken or not
  taken in such capacity, except with respect to any matter as to which such
  person shall have been finally adjudicated by a court of competent jurisdiction
  not to have acted in good faith in the reasonable belief that his or her action
  was in the best interests of the Registrant. Section 67 of Chapter 156B of the
  Massachusetts Business Corporation Law authorizes a corporation to indemnify its
  directors, officers, employees and other agents unless such person shall have
  been adjudicated in any proceeding not to have acted in good faith in the
  reasonable belief that such action was in the best interests of the corporation.
  
  Item 7.   Exemption From Registration Claimed.
  
       Not applicable.
  
  Item 8.   Exhibits.
  
       The Exhibit Index immediately preceding the exhibits is incorporated herein
  by reference.
  
  Item 9.   Undertakings.
  
       (a)  The undersigned Registrant hereby undertakes:
  
            (1) To file, during any period in which offers or sales are being
       made, a post-effective amendment to this Registration Statement:
  
            (i) To include any prospectus required by Section 10(a)(3) of the
       Securities Act;
  
            (ii) To reflect in the prospectus any facts or events arising after
       the effective date of this Registration Statement (or the most recent
       post-effective amendment thereof) which, individually or in the aggregate,
       represent a fundamental change in the information set forth in this
       Registration Statement. Notwithstanding the foregoing, any increase or
       decrease in volume of securities offered (if the total dollar value of
       securities offered would not exceed that which was registered) and any
       deviation from the low or high end of the estimated maximum offering range
       may be reflected in the form of prospectus filed with the Commission
       pursuant to Rule 424(b) if, in the aggregate, the changes in volume and
       price represent no more than 20 percent change in the maximum aggregate
       offering price set forth in the "Calculation of Registration Fee" table in
       the effective registration statement; and
  
            (iii) To include any material information with respect to the plan of
       distribution not previously disclosed in this Registration Statement or any
       material change to such information in this Registration Statement;
  provided, however, that paragraphs (i) and (ii) do not apply if the information
  required to be included in a post-effective amendment by those paragraphs is
  contained in periodic reports filed with or furnished to the Commission by the
  Registrant pursuant to Section 13 or 15(d) of the Exchange Act that are
  incorporated by reference in this Registration Statement.
  
            (2) That, for the purpose of determining any liability under the
       Securities Act, each such post-effective amendment shall be deemed to be a
       new registration statement relating to the securities offered therein, and
       the offering of such securities at that time shall be deemed to be the
       initial bona fide offering thereof.
  
            (3) To remove from registration by means of a post-effective amendment
       any of the securities being registered which remain unsold at the
       termination of the offering.
  
       (b) The undersigned Registrant hereby undertakes that, for purposes of
  determining any liability under the Securities Act of 1933, each filing of the
  Registrant's annual report pursuant to Section 13(a) or Section 15(d) of the
  Securities Exchange Act of 1934 that is incorporated by reference in this
  Registration Statement shall be deemed to be a new registration statement
  relating to the securities offered therein, and the offering of such securities
  at that time shall be deemed to be the initial bona fide offering thereof.
  
       (c) Insofar as indemnification for liabilities arising under the Securities
  Act of 1933 may be permitted to directors, officers and controlling persons of
  the Registrant pursuant to the provisions referred to in Item 6 hereof, or
  otherwise, the Registrant has been advised that in the opinion of the Securities
  and Exchange Commission such indemnification is against public policy as
  expressed in the Act and is, therefore, unenforceable. In the event that a claim
  for indemnification against such liabilities (other than the payment by the
  Registrant of expenses incurred or paid by a director, officer or controlling
  person of the registrant in the successful defense of any action, suit or
  proceeding) is asserted by such director, officer or controlling person in
  connection with the securities being registered, the Registrant will, unless in
  the opinion of its counsel the matter has been settled by controlling precedent,
  submit to a court of appropriate jurisdiction the question whether such
  indemnification by it is against public policy as expressed in the Act and will
  be governed by the final adjudication of such issue.
  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 14th day of
  February, 2002.
  
                                          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 Mark T.
  Beaudouin, 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
        ---------                            -----                                     ----
  /s/ Josef H. von Rickenbach       Chairman and Chief Executive Officer         February 14, 2002
  -------------------------------    and Director (principal executive officer)
  Josef H. von Rickenbach
  
   /s/ James F. Winschel, Jr.        Senior Vice President and Chief              February 14, 2002
  -------------------------------    Financial Officer (principal financial
  James F. Winschel, Jr.             and accounting officer)
  
   /s/ A. Dana Callow, Jr.           Director                                     February 14, 2002
  -------------------------------
  A. Dana Callow, Jr.
  
   /s/ A. Joseph Eagle               Director                                     February 14, 2002
  -------------------------------
  A. Joseph Eagle
  
   /s/ Patrick J. Fortune            Director                                     February 14, 2002
  -------------------------------
  Patrick J. Fortune
  
   /s/ Werner M. Herrman             Director                                     February 14, 2002
  -------------------------------
  Werner M. Herrmann
  /s/ Serge Okun                    Director                                     February 14, 2002
  -------------------------------
  Serge Okun
  
   /s/ William U. Parfet             Director                                     February 14, 2002
  -------------------------------
  William U. Parfet
  EXHIBIT INDEX
  
  EXHIBIT
  NUMBER         DESCRIPTION OF EXHIBIT
  -------        ----------------------
  
    4.1          Amended and Restated Articles of Incorporation of the Registrant
                 (filed as Exhibit 3.1 to the Registrant's Quarterly Report on
                 Form 10-Q for the quarter ended December 31, 1996 and
                 incorporated herein by this reference).
  
    4.2          Amended and Restated By-Laws of the Registrant (filed as Exhibit
                 3.2 to the Registrant's Annual Report on Form 10-K for the fiscal
                 year ended June 30, 2001 and incorporated herein by this
                 reference).
  
    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).
  
    5.1          Opinion of Hale and Dorr LLP.
  
   23.1          Consent of Hale and Dorr LLP (included in Exhibit 5).
  
   23.2          Consent of PricewaterhouseCoopers LLP.
  
   24.1          Power of Attorney (included in the signature pages of this
                 Registration Statement).
  
   99.1          PAREXEL International Corporation 2001 Stock Incentive Plan
                 (filed as Exhibit 10.1 to the Registrant's Quarterly Report on
                 Form 10-Q for the quarter ended September 30, 2001 and
                 incorporated herein by this reference).