content: <PAGE>   1
                                                     Registration No. 333-________
  
  
                         SECURITIES AND EXCHANGE COMMISSION
                              Washington, D. C. 20549
  
                                      FORM S-8
  
              REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
  
                             AKAMAI TECHNOLOGIES, INC.
               (Exact Name of Registrant as Specified in Its Charter)
  
  
  DELAWARE                                                         04-3432319
  (State or Other Jurisdiction of                              (I.R.S. Employer
  Incorporation or Organization)                            Identification Number)
  
  500 TECHNOLOGY SQUARE                                               02139
  (Address of Principal Executive Offices)                          (Zip Code)
  
  
                                   NETPODIUM INC.
                        1998 STOCK OPTION/STOCK ISSUANCE PLAN
                              (Full Title of the Plan)
  
                                 ROBERT O. BALL III
                         VICE PRESIDENT AND GENERAL COUNSEL
                              AKAMAI TECHNOLOGIES, INC.
                                500 TECHNOLOGY SQUARE
                                 CAMBRIDGE, MA 02139
                       (Name and Address of Agent for Service)
  
                                   (617) 250-3000
            (Telephone Number, Including Area Code, of Agent for Service)
  
                           CALCULATION OF REGISTRATION FEE
  
  <TABLE>
  <CAPTION>
  ----------------------------------------------------------------------------------------
                                              Proposed         Proposed
        Title of                              Maximum          Maximum
       Securities              Amount         Offering        Aggregate        Amount of
         to be                  to be          Price           Offering      Registration
      Registered             Registered      Per Share          Price            Fee
  ----------------------------------------------------------------------------------------
  <S>                         <C>            <C>                <C>             <C>
  Common Stock, $.01 par       48,089          $1.61           $77,423(2)       $20.44
  value                       shares(1)
  ----------------------------------------------------------------------------------------
  </TABLE>
  
  
  (1)   Based on 80,727 shares of INTERVU common stock subject to
        outstanding options under the Netpodium Inc. 1998 Stock Option/Stock
        Issuance Plan.
  
  (2)   Estimated solely for the purpose of calculating the registration fee, and
        based on the weighted average exercise price of the common stock in
        accordance with Rule 457(h) under the Securities Act of 1933, as amended.
  
  
  
  <PAGE>   2
  
  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 Netpodium Inc. 1998 Stock Option/Stock
  Issuance 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.
  
  
  
  
  <PAGE>   3
  
  Item 5.  INTERESTS OF NAMED EXPERTS AND COUNSEL
  
           Not applicable.
  
  Item 6.  INDEMNIFICATION OF DIRECTORS AND OFFICERS
  
           The Registrant's Amended and Restated Certificate of Incorporation (the
  "Restated Certificate of Incorporation") provides that no director of the
  Registrant shall be personally liable for any monetary damages for any breach of
  fiduciary duty as a director, except to the extent that the Delaware General
  Corporation Law prohibits the elimination or limitation of liability of
  directors for breach of fiduciary duty.
  
           The Registrant's Restated Certificate of Incorporation provides that a
  director or officer of the Registrant (a) shall be indemnified by the Registrant
  against all expenses (including attorneys' fees), judgments, fines and amounts
  paid in settlement incurred in connection with any litigation or other legal
  proceeding (other than an action by or in the right of the Registrant) brought
  against him by virtue of his position as a director or officer of the Registrant
  if he acted in good faith and in a manner he reasonably believed to be in, or
  not opposed to, the best interests of the Registrant, and, with respect to any
  criminal action or proceeding, had no reasonable cause to believe his conduct
  was unlawful and (b) shall be indemnified by the Registrant against all expenses
  (including attorneys' fees) and amounts paid in settlement incurred in
  connection with any action by or in the right of the Registrant brought against
  him by virtue of his position as a director or officer of the Registrant if he
  acted in good faith and in a manner he reasonably believed to be in, or not
  opposed to, the best interests of the Registrant, except that no indemnification
  shall be made with respect to any matter as to which such person shall have been
  adjudged to be liable to the Registrant, unless and only to the extent that the
  Court of Chancery of Delaware determines that, despite such adjudication but in
  view of all of the circumstances, he is entitled to indemnification of such
  expenses. Notwithstanding the foregoing, to the extent that a director or
  officer has been successful, on the merits or otherwise, including, without
  limitation, the dismissal of an action without prejudice, he is required to be
  indemnified by the Registrant against all expenses (including attorneys' fees)
  incurred in connection therewith. Expenses shall be advanced to a director or
  officer at his request, unless it is determined that he did not act in good
  faith and in a manner he reasonably believed to be in, or not opposed to, the
  best interests of the Registrant, and, with respect to any criminal action or
  proceeding had reasonable cause to believe that his conduct was unlawful,
  provided that he undertakes to repay the amount advanced if it is ultimately
  determined that he is not entitled to indemnification for such expenses.
  
           As a condition precedent to the right of indemnification, the director
  or officer must give the Registrant notice of the action for which indemnity is
  sought and the Registrant has the right to participate in such action or assume
  the defense thereof.
  
           The Registrant's Restated Certificate of Incorporation further provides
  that the indemnification provided therein is not exclusive, and provides that
  Registrant may enter into agreements with officers and directors providing for
  indemnification rights and procedures different from those set forth in the
  Registrant's Restated Certificate of Incorporation.
  
  <PAGE>   4
           Section 145 of the Delaware General Corporation Law provides that a
  corporation has the power to indemnify a director, officer, employee or agent of
  the corporation and certain other persons serving at the request of the
  corporation in related capacities against amounts paid and expenses incurred in
  connection with an action or proceeding to which he is or is threatened to be
  made a party by reason of such position, if such person shall have acted in good
  faith and in a manner he reasonably believed to be in or not opposed to the best
  interests of the corporation, and, in any criminal proceeding, if such person
  had no reasonable cause to believe his conduct was unlawful; provided that, in
  the case of actions brought by or in the right of the corporation, no
  indemnification shall be made with respect to any matter as to which such person
  shall have been adjudged to be liable to the corporation unless and only to the
  extent that the adjudicating court determines that such indemnification is
  proper under the circumstances.
  
  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
  
           1.       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
                                      the 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 the Registration
                                      Statement. Notwithstanding the foregoing,
                                      any increase or decrease in the 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 rage 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 offering price set
                                      forth in the "Calculation of Registration
                                      Fee" table in the effective Registration
                                      Statement;
  
                             (iii)    To include any material information with
                                      respect to the plan of distribution not
                                      previously disclosed in the Registration
                                      Statement
  
  
  <PAGE>   5
                                      or any material change to such information
                                      in the 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.
  
           2.       The undersigned Registrant hereby undertakes that, for
  purposes of determining any liability under the Securities Act, each filing of
  the Registrant's annual report pursuant to Section 13(a) or 15(d) of the
  Exchange Act (and, where applicable, each filing of an employee benefit plan's
  annual report pursuant to Section 15(d) of the Exchange Act) that is
  incorporated by reference in the 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.
  
           3.       Insofar as indemnification for liabilities arising under the
  Securities Act may be permitted to directors, officers and controlling persons
  of the Registrant pursuant to the foregoing provisions, or otherwise, the
  Registrant has been advised that in the opinion of the Commission such
  indemnification is against public policy as expressed in the Securities 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 Securities Act and will be governed by the final
  adjudication of such issue.
  
  
  
  
  <PAGE>   6
  
                                     SIGNATURES
  
           Pursuant to the requirements of the Securities Act, 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 Cambridge, Massachusetts on April 24, 2000.
  
  
  
                                          AKAMAI TECHNOLOGIES, INC.
  
  
  
  
                                          By: /s/ Robert O. Ball III
                                              -----------------------------------
                                              Robert O. Ball III
                                              Vice President, General Counsel and
                                              Secretary
  
  
                          POWER OF ATTORNEY AND SIGNATURES
  
           We, the undersigned officers and directors of Akamai Technologies, Inc.
  hereby severally constitute and appoint George H. Conrades, Paul Sagan and
  Robert O. Ball III, 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 Akamai Technologies, Inc. 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, THIS REGISTRATION
  STATEMENT HAS BEEN SIGNED BY THE FOLLOWING PERSONS IN THE CAPACITIES AND ON THE
  DATES INDICATED.
  
  
        Signature                          Title                         Date
        ---------                          -----                         ----
  
  /s/ George H. Conrades
  -------------------------      Chairman of the Board and Chief    April 24, 2000
  George H. Conrades             Executive Officer (Principal
                                 Executive Officer)
  
  
  /s/ Timothy Weller
  -------------------------      Chief Financial Officer and        April 24, 2000
  Timothy Weller                 Treasurer (Principal Financial
                                 Accounting Officer)
  
  
  /s/ Arthur H. Bilger
  -------------------------      Director                           April 24, 2000
  Arthur H. Bilger
  
  
  /s/ Todd A. Dagres
  -------------------------      Director                           April 24, 2000
  Todd A. Dagres
  
  
  /s/ F. Thomson Leighton
  -------------------------      Director                           April 24, 2000
  F. Thomson Leighton
  
  
  /s/ Daniel M. Lewin
  -------------------------      Director                           April 24, 2000
  Daniel M. Lewin
  
  
  /s/ Terrance G. McGuire
  -------------------------      Director                           April 24, 2000
  Terrance G. McGuire
  
  
  /s/ Edward W. Scott
  -------------------------      Director                           April 24, 2000
  Edward W. Scott
  
  
  
  <PAGE>   7
  
                                    EXHIBIT INDEX
  
  
  Exhibit
  Number                             Description
  ------                             -----------
  
  
  4.1 (1)        Certificate of Incorporation of the Registrant, as amended.
  
  4.2 (1)        By-Laws of the Registrant, as amended.
  
  4.3 (1)        Specimen Certificate for Common Stock of the Registrant.
  
  4.4            Netpodium Inc. 1998 Stock Option/Stock Issuance Plan.
  
  5              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             Power of Attorney (included in the signature pages of this
                 Registration Statement).
  
  (1)      Incorporated herein by reference from the Registrant's Registration
           Statement on Form S-1, as amended (File No. 333-85679).
metadata_documents: [{"type": "S-8", "sequence": "1", "description": "AKAMAI TECHNOLOGIES, INC.", "secsgml_size_bytes": 19511}]
metadata_filer: {"company-data": {"conformed-name": "AKAMAI TECHNOLOGIES INC", "cik": "0001086222", "assigned-sic": "7389", "irs-number": "043432319", "state-of-incorporation": "DE", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-35462", "film-number": "607281"}, "business-address": {"street1": "500 TECHNOLOGY SQ", "city": "CAMBRIDGE", "state": "MA", "zip": "02139", "phone": "6172503000"}, "mail-address": {"street1": "500 TECHNOLOGY SQ", "city": "CAMBRIDGE", "state": "MA", "zip": "02139"}}
text: 1
                                                     Registration No. 333-________
  
                         SECURITIES AND EXCHANGE COMMISSION
                              Washington, D. C. 20549
  
                                      FORM S-8
  
              REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
  
                             AKAMAI TECHNOLOGIES, INC.
               (Exact Name of Registrant as Specified in Its Charter)
  
  DELAWARE                                                         04-3432319
  (State or Other Jurisdiction of                              (I.R.S. Employer
  Incorporation or Organization)                            Identification Number)
  
  500 TECHNOLOGY SQUARE                                               02139
  (Address of Principal Executive Offices)                          (Zip Code)
  
                                   NETPODIUM INC.
                        1998 STOCK OPTION/STOCK ISSUANCE PLAN
                              (Full Title of the Plan)
  
                                 ROBERT O. BALL III
                         VICE PRESIDENT AND GENERAL COUNSEL
                              AKAMAI TECHNOLOGIES, INC.
                                500 TECHNOLOGY SQUARE
                                 CAMBRIDGE, MA 02139
                       (Name and Address of Agent for Service)
  
                                   (617) 250-3000
            (Telephone Number, Including Area Code, of Agent for Service)
  
                           CALCULATION OF REGISTRATION FEE
  ----------------------------------------------------------------------------------------
                                              Proposed         Proposed
        Title of                              Maximum          Maximum
       Securities              Amount         Offering        Aggregate        Amount of
         to be                  to be          Price           Offering      Registration
      Registered             Registered      Per Share          Price            Fee
  ----------------------------------------------------------------------------------------
  Common Stock, $.01 par       48,089          $1.61           $77,423(2)       $20.44
  value                       shares(1)
  ----------------------------------------------------------------------------------------
  (1)   Based on 80,727 shares of INTERVU common stock subject to
        outstanding options under the Netpodium Inc. 1998 Stock Option/Stock
        Issuance Plan.
  
  (2)   Estimated solely for the purpose of calculating the registration fee, and
        based on the weighted average exercise price of the common stock in
        accordance with Rule 457(h) under the Securities Act of 1933, as amended.
  2
  
  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 Netpodium Inc. 1998 Stock Option/Stock
  Issuance 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.
  3
  
  Item 5.  INTERESTS OF NAMED EXPERTS AND COUNSEL
  
           Not applicable.
  
  Item 6.  INDEMNIFICATION OF DIRECTORS AND OFFICERS
  
           The Registrant's Amended and Restated Certificate of Incorporation (the
  "Restated Certificate of Incorporation") provides that no director of the
  Registrant shall be personally liable for any monetary damages for any breach of
  fiduciary duty as a director, except to the extent that the Delaware General
  Corporation Law prohibits the elimination or limitation of liability of
  directors for breach of fiduciary duty.
  
           The Registrant's Restated Certificate of Incorporation provides that a
  director or officer of the Registrant (a) shall be indemnified by the Registrant
  against all expenses (including attorneys' fees), judgments, fines and amounts
  paid in settlement incurred in connection with any litigation or other legal
  proceeding (other than an action by or in the right of the Registrant) brought
  against him by virtue of his position as a director or officer of the Registrant
  if he acted in good faith and in a manner he reasonably believed to be in, or
  not opposed to, the best interests of the Registrant, and, with respect to any
  criminal action or proceeding, had no reasonable cause to believe his conduct
  was unlawful and (b) shall be indemnified by the Registrant against all expenses
  (including attorneys' fees) and amounts paid in settlement incurred in
  connection with any action by or in the right of the Registrant brought against
  him by virtue of his position as a director or officer of the Registrant if he
  acted in good faith and in a manner he reasonably believed to be in, or not
  opposed to, the best interests of the Registrant, except that no indemnification
  shall be made with respect to any matter as to which such person shall have been
  adjudged to be liable to the Registrant, unless and only to the extent that the
  Court of Chancery of Delaware determines that, despite such adjudication but in
  view of all of the circumstances, he is entitled to indemnification of such
  expenses. Notwithstanding the foregoing, to the extent that a director or
  officer has been successful, on the merits or otherwise, including, without
  limitation, the dismissal of an action without prejudice, he is required to be
  indemnified by the Registrant against all expenses (including attorneys' fees)
  incurred in connection therewith. Expenses shall be advanced to a director or
  officer at his request, unless it is determined that he did not act in good
  faith and in a manner he reasonably believed to be in, or not opposed to, the
  best interests of the Registrant, and, with respect to any criminal action or
  proceeding had reasonable cause to believe that his conduct was unlawful,
  provided that he undertakes to repay the amount advanced if it is ultimately
  determined that he is not entitled to indemnification for such expenses.
  
           As a condition precedent to the right of indemnification, the director
  or officer must give the Registrant notice of the action for which indemnity is
  sought and the Registrant has the right to participate in such action or assume
  the defense thereof.
  
           The Registrant's Restated Certificate of Incorporation further provides
  that the indemnification provided therein is not exclusive, and provides that
  Registrant may enter into agreements with officers and directors providing for
  indemnification rights and procedures different from those set forth in the
  Registrant's Restated Certificate of Incorporation.
  4
           Section 145 of the Delaware General Corporation Law provides that a
  corporation has the power to indemnify a director, officer, employee or agent of
  the corporation and certain other persons serving at the request of the
  corporation in related capacities against amounts paid and expenses incurred in
  connection with an action or proceeding to which he is or is threatened to be
  made a party by reason of such position, if such person shall have acted in good
  faith and in a manner he reasonably believed to be in or not opposed to the best
  interests of the corporation, and, in any criminal proceeding, if such person
  had no reasonable cause to believe his conduct was unlawful; provided that, in
  the case of actions brought by or in the right of the corporation, no
  indemnification shall be made with respect to any matter as to which such person
  shall have been adjudged to be liable to the corporation unless and only to the
  extent that the adjudicating court determines that such indemnification is
  proper under the circumstances.
  
  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
  
           1.       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
                                      the 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 the Registration
                                      Statement. Notwithstanding the foregoing,
                                      any increase or decrease in the 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 rage 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 offering price set
                                      forth in the "Calculation of Registration
                                      Fee" table in the effective Registration
                                      Statement;
  
                             (iii)    To include any material information with
                                      respect to the plan of distribution not
                                      previously disclosed in the Registration
                                      Statement
  5
                                      or any material change to such information
                                      in the 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.
  
           2.       The undersigned Registrant hereby undertakes that, for
  purposes of determining any liability under the Securities Act, each filing of
  the Registrant's annual report pursuant to Section 13(a) or 15(d) of the
  Exchange Act (and, where applicable, each filing of an employee benefit plan's
  annual report pursuant to Section 15(d) of the Exchange Act) that is
  incorporated by reference in the 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.
  
           3.       Insofar as indemnification for liabilities arising under the
  Securities Act may be permitted to directors, officers and controlling persons
  of the Registrant pursuant to the foregoing provisions, or otherwise, the
  Registrant has been advised that in the opinion of the Commission such
  indemnification is against public policy as expressed in the Securities 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 Securities Act and will be governed by the final
  adjudication of such issue.
  6
  
                                     SIGNATURES
  
           Pursuant to the requirements of the Securities Act, 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 Cambridge, Massachusetts on April 24, 2000.
  
                                          AKAMAI TECHNOLOGIES, INC.
  
                                          By: /s/ Robert O. Ball III
                                              -----------------------------------
                                              Robert O. Ball III
                                              Vice President, General Counsel and
                                              Secretary
  
                          POWER OF ATTORNEY AND SIGNATURES
  
           We, the undersigned officers and directors of Akamai Technologies, Inc.
  hereby severally constitute and appoint George H. Conrades, Paul Sagan and
  Robert O. Ball III, 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 Akamai Technologies, Inc. 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, THIS REGISTRATION
  STATEMENT HAS BEEN SIGNED BY THE FOLLOWING PERSONS IN THE CAPACITIES AND ON THE
  DATES INDICATED.
  
        Signature                          Title                         Date
        ---------                          -----                         ----
  
  /s/ George H. Conrades
  -------------------------      Chairman of the Board and Chief    April 24, 2000
  George H. Conrades             Executive Officer (Principal
                                 Executive Officer)
  
  /s/ Timothy Weller
  -------------------------      Chief Financial Officer and        April 24, 2000
  Timothy Weller                 Treasurer (Principal Financial
                                 Accounting Officer)
  
  /s/ Arthur H. Bilger
  -------------------------      Director                           April 24, 2000
  Arthur H. Bilger
  
  /s/ Todd A. Dagres
  -------------------------      Director                           April 24, 2000
  Todd A. Dagres
  
  /s/ F. Thomson Leighton
  -------------------------      Director                           April 24, 2000
  F. Thomson Leighton
  
  /s/ Daniel M. Lewin
  -------------------------      Director                           April 24, 2000
  Daniel M. Lewin
  
  /s/ Terrance G. McGuire
  -------------------------      Director                           April 24, 2000
  Terrance G. McGuire
  
  /s/ Edward W. Scott
  -------------------------      Director                           April 24, 2000
  Edward W. Scott
  7
  
                                    EXHIBIT INDEX
  
  Exhibit
  Number                             Description
  ------                             -----------
  
  4.1 (1)        Certificate of Incorporation of the Registrant, as amended.
  
  4.2 (1)        By-Laws of the Registrant, as amended.
  
  4.3 (1)        Specimen Certificate for Common Stock of the Registrant.
  
  4.4            Netpodium Inc. 1998 Stock Option/Stock Issuance Plan.
  
  5              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             Power of Attorney (included in the signature pages of this
                 Registration Statement).
  
  (1)      Incorporated herein by reference from the Registrant's Registration
           Statement on Form S-1, as amended (File No. 333-85679).