content: <PAGE>   1
        As filed with the Securities and Exchange Commission on June 1, 2001
                                                    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 No.)
  
                                500 Technology Square
                           Cambridge, Massachusetts 02139
                                   (617) 250-3000
             (Address Including Zip Code and Telephone Number, Including
                      Area Code of Principal Executive Offices)
  
                             --------------------------
  
                Second Amended and Restated 1998 Stock Incentive Plan
                           1999 Employee Stock Option Plan
                              (Full Title of the Plans)
  
                             --------------------------
  
                                KATHRYN JORDEN MEYER
                         Vice President and General Counsel
                                500 Technology Square
                           Cambridge, Massachusetts 02139
                                   (617) 250-3000
         (Name, Address, Including Zip Code, and Telephone Number, Including
                          Area Code, of Agent for Service)
  
                           CALCULATION OF REGISTRATION FEE
  <TABLE>
  <CAPTION>
  
  ====================================================================================================================
  Title of Securities                               Proposed Maximum       Proposed Maximum
  to be  Registered     Amount to be Registered    Offering Price Per     Aggregate Offering          Amount of
                                                          Share                  Price            Registration Fee
  --------------------------------------------------------------------------------------------------------------------
  <S>                     <C>                          <C>                  <C>                      <C>
  Common Stock, $0.01
  par value per share     6,000,000 shares (1)         $10.28(2)            $61,680,000(2)           $15,420.00
  ====================================================================================================================
  </TABLE>
  
  (1)      Consists of (i) 3,500,000 shares issuable under the Second Amended and
           Restated 1998 Stock Incentive Plan and (ii) 2,500,000 shares issuable
           under the 1999 Employee Stock Purchase Plan.
  
  
  (2)      Estimated solely for the purpose of calculating the registration fee
           pursuant to Rules 457(c) and 457(h) of the Securities Act of 1933, as
           amended, and based upon the average of the high and low prices of the
           Registrant's Common Stock as reported on the Nasdaq National Market on
           May 30, 2001.
  
  
  
  
  <PAGE>   2
  
  
                       STATEMENT OF INCORPORATION BY REFERENCE
  
           Except as otherwise set forth below, this Registration Statement on
  Form S-8 incorporates by reference the contents of the Registration Statements
  on Form S-8, File No. 333-89887 and File No. 333-37810, relating to our Second
  Amended and Restated 1998 Stock Incentive Plan, and the Registration Statement
  on Form S-8, File No. 333-89889, relating to our 1999 Employee Stock Purchase
  Plan.
  
  
  
           ITEM 8.  EXHIBITS.
  
           The Exhibit Index immediately preceding the exhibits is incorporated
  herein by reference.
  
  
  
  <PAGE>   3
                                     SIGNATURES
  
           Pursuant to the requirements of the Securities Act of 1933, as amended,
  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 this 31st day of May, 2001.
  
                                            AKAMAI TECHNOLOGIES, INC.
  
                                            By: /s/ Kathryn Jorden Meyer
                                                ----------------------------------
                                                Kathryn Jorden Meyer
                                                Vice President and General Counsel
  
                          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
  Kathryn Jorden Meyer, 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 on our behalf in
  our capacities as officers and directors to enable Akamai Technologies, Inc. to
  comply with the provisions of the Securities Act of 1933, as amended, and all
  requirements of the Securities and Exchange Commission, hereby ratifying and
  confirming our signatures as they may be signed by our 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/ George H. Conrades                Chairman of the Board and Chief Executive                May 31, 2001
  ----------------------------------    Officer (Principal executive officer)
  George H. Conrades
  
  /s/ Timothy Weller                    Chief Financial Officer and Treasurer                    May 31, 2001
  ----------------------------------    (Principal financial and accounting
  Timothy Weller                        officer)
  
  /s/ Arthur H. Bilger                  Director                                                 May 31, 2001
  ----------------------------------
  Arthur H. Bilger
  
  /s/ Todd A. Dagres                    Director                                                 May 31, 2001
  ----------------------------------
  Todd A. Dagres
  
  /s/ F. Thomson Leighton               Director                                                 May 31, 2001
  ----------------------------------
  F. Thomson Leighton
  
  /s/ Daniel M. Lewin                   Director                                                 May 31, 2001
  ----------------------------------
  Daniel M. Lewin
  
  /s/ Terrance G. McGuire               Director                                                 May 31, 2001
  ----------------------------------
  Terrance G. McGuire
  
                                        Director
  ----------------------------------
  Edward W. Scott
  </TABLE>
  
  
  <PAGE>   4
  
  
                                  INDEX TO EXHIBITS
  
  NUMBER       DESCRIPTION
  ------       -----------
  4.1(1)       Certificate of Incorporation of the Registrant, as amended
  4.2(2)       By-Laws of the Registrant, as amended
  4.3(2)       Specimen Certificate of Common Stock of the Registrant
  5.1          Opinion of Hale and Dorr LLP, counsel to the Registrant
  23.1         Consent of Hale and Dorr LLP
               (included in Exhibit 5.1)
  23.2         Consent of PricewaterhouseCoopers LLP
  24.1         Power of attorney (included on the signature pages of this
               registration statement)
  
  --------------------------------------------------------------------------------
  
  (1)      Previously filed as an Exhibit to the Registrant's Quarterly Report on
           Form 10-Q filed with the Securities and Exchange Commission on August
           14, 2000.
  
  (2)      Previously filed with the Securities and Exchange Commission as an
           Exhibit to the Registrant's Registration Statement on Form S-1, as
           amended (File No. 333-85679) and incorporated herein by reference.
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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": "333-62072", "film-number": "1652376"}, "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
        As filed with the Securities and Exchange Commission on June 1, 2001
                                                    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 No.)
  
                                500 Technology Square
                           Cambridge, Massachusetts 02139
                                   (617) 250-3000
             (Address Including Zip Code and Telephone Number, Including
                      Area Code of Principal Executive Offices)
  
                             --------------------------
  
                Second Amended and Restated 1998 Stock Incentive Plan
                           1999 Employee Stock Option Plan
                              (Full Title of the Plans)
  
                             --------------------------
  
                                KATHRYN JORDEN MEYER
                         Vice President and General Counsel
                                500 Technology Square
                           Cambridge, Massachusetts 02139
                                   (617) 250-3000
         (Name, Address, Including Zip Code, and Telephone Number, Including
                          Area Code, of Agent for Service)
  
                           CALCULATION OF REGISTRATION FEE
  ====================================================================================================================
  Title of Securities                               Proposed Maximum       Proposed Maximum
  to be  Registered     Amount to be Registered    Offering Price Per     Aggregate Offering          Amount of
                                                          Share                  Price            Registration Fee
  --------------------------------------------------------------------------------------------------------------------
  Common Stock, $0.01
  par value per share     6,000,000 shares (1)         $10.28(2)            $61,680,000(2)           $15,420.00
  ====================================================================================================================
  (1)      Consists of (i) 3,500,000 shares issuable under the Second Amended and
           Restated 1998 Stock Incentive Plan and (ii) 2,500,000 shares issuable
           under the 1999 Employee Stock Purchase Plan.
  
  (2)      Estimated solely for the purpose of calculating the registration fee
           pursuant to Rules 457(c) and 457(h) of the Securities Act of 1933, as
           amended, and based upon the average of the high and low prices of the
           Registrant's Common Stock as reported on the Nasdaq National Market on
           May 30, 2001.
  2
  
                       STATEMENT OF INCORPORATION BY REFERENCE
  
           Except as otherwise set forth below, this Registration Statement on
  Form S-8 incorporates by reference the contents of the Registration Statements
  on Form S-8, File No. 333-89887 and File No. 333-37810, relating to our Second
  Amended and Restated 1998 Stock Incentive Plan, and the Registration Statement
  on Form S-8, File No. 333-89889, relating to our 1999 Employee Stock Purchase
  Plan.
  
           ITEM 8.  EXHIBITS.
  
           The Exhibit Index immediately preceding the exhibits is incorporated
  herein by reference.
  3
                                     SIGNATURES
  
           Pursuant to the requirements of the Securities Act of 1933, as amended,
  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 this 31st day of May, 2001.
  
                                            AKAMAI TECHNOLOGIES, INC.
  
                                            By: /s/ Kathryn Jorden Meyer
                                                ----------------------------------
                                                Kathryn Jorden Meyer
                                                Vice President and General Counsel
  
                          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
  Kathryn Jorden Meyer, 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 on our behalf in
  our capacities as officers and directors to enable Akamai Technologies, Inc. to
  comply with the provisions of the Securities Act of 1933, as amended, and all
  requirements of the Securities and Exchange Commission, hereby ratifying and
  confirming our signatures as they may be signed by our 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/ George H. Conrades                Chairman of the Board and Chief Executive                May 31, 2001
  ----------------------------------    Officer (Principal executive officer)
  George H. Conrades
  
  /s/ Timothy Weller                    Chief Financial Officer and Treasurer                    May 31, 2001
  ----------------------------------    (Principal financial and accounting
  Timothy Weller                        officer)
  
  /s/ Arthur H. Bilger                  Director                                                 May 31, 2001
  ----------------------------------
  Arthur H. Bilger
  
  /s/ Todd A. Dagres                    Director                                                 May 31, 2001
  ----------------------------------
  Todd A. Dagres
  
  /s/ F. Thomson Leighton               Director                                                 May 31, 2001
  ----------------------------------
  F. Thomson Leighton
  
  /s/ Daniel M. Lewin                   Director                                                 May 31, 2001
  ----------------------------------
  Daniel M. Lewin
  
  /s/ Terrance G. McGuire               Director                                                 May 31, 2001
  ----------------------------------
  Terrance G. McGuire
  
                                        Director
  ----------------------------------
  Edward W. Scott
  4
  
                                  INDEX TO EXHIBITS
  
  NUMBER       DESCRIPTION
  ------       -----------
  4.1(1)       Certificate of Incorporation of the Registrant, as amended
  4.2(2)       By-Laws of the Registrant, as amended
  4.3(2)       Specimen Certificate of Common Stock of the Registrant
  5.1          Opinion of Hale and Dorr LLP, counsel to the Registrant
  23.1         Consent of Hale and Dorr LLP
               (included in Exhibit 5.1)
  23.2         Consent of PricewaterhouseCoopers LLP
  24.1         Power of attorney (included on the signature pages of this
               registration statement)
  
  --------------------------------------------------------------------------------
  
  (1)      Previously filed as an Exhibit to the Registrant's Quarterly Report on
           Form 10-Q filed with the Securities and Exchange Commission on August
           14, 2000.
  
  (2)      Previously filed with the Securities and Exchange Commission as an
           Exhibit to the Registrant's Registration Statement on Form S-1, as
           amended (File No. 333-85679) and incorporated herein by reference.