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, CAMBRIDGE, MA                               02139
  (Address of Principal Executive Offices)                         (Zip Code)
  
                           NETWORK24 COMMUNICATIONS, INC.
             1997 Stock Option Plan [Restated as Amended July 26, 1999]
                              (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                 Amount             Maximum               Maximum                Amount of
           Securities                to be              Offering             Aggregate              Registration
             to be                 Registered            Price               Offering                   Fee
           Registered                                  Per Share              Price
  --------------------------------------------------------------------------------------------------------------------
  
  <S>                           <C>                    <C>                <C>                          <C>
  Common Stock, $.01 par        136,877                $12.34(2)          $1,689,063(2)                $446
  value                         shares(1)
  --------------------------------------------------------------------------------------------------------------------
  </TABLE>
  
  (1)  Based on 3,650,556 shares of Network24 common stock subject to outstanding
       options under the Network24 Communications, Inc. 1997 Stock Option Plan
       [Restated as Amended July 26, 1999].
  
  (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 Network24 Communications, Inc. 1997 Stock
  Option Plan [Restated as Amended July 26, 1999] 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; and
  
                 (iii) To include any material information with respect to the
                       plan of distribution not previously disclosed in the
                       Registration Statement or any material change to such
                       information in the 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.
  
  <PAGE>   5
  
  
            (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 March 2, 2000.
  
                                       AKAMAI TECHNOLOGIES, INC.
  
  
                                       By: /s/ 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.
  
  <TABLE>
  <CAPTION>
        Signature                               Title                   Date
        ---------                               -----                   ----
  
  <S>                           <C>                                 <C>
  
  /s/ George H. Conrades        Chairman of the Board of            March 2, 2000
  ---------------------------   Directors and Chief Executive
  George H. Conrades            Officer
  
  
  /s/ Timothy Weller            Chief Financial Officer and         March 2, 2000
  ---------------------------   Treasurer (Principal Financial
  Timothy Weller                and Accounting Officer)
  
  
  /s/ Arthur H. Bilger          Director                            March 2, 2000
  ---------------------------
  Arthur H. Bilger
  
  /s/ Todd A. Dagres            Director                            March 2, 2000
  ---------------------------
  Todd A. Dagres
  
  /s/ F. Thomson Leighton       Director                            March 2, 2000
  ---------------------------
  F. Thomson Leighton
  
  /s/ Daniel M. Lewin           Director                            March 2, 2000
  ---------------------------
  Daniel M. Lewin
  
  /s/ Terrance G. McGuire       Director                            March 2, 2000
  ---------------------------
  Terrance G. McGuire
  
  /s/ Edward W. Scott           Director                            March 2, 2000
  ---------------------------
  Edward W. Scott
  </TABLE>
  
  
  
  <PAGE>   7
  
  
  EXHIBIT INDEX
  
  <TABLE>
  <CAPTION>
   Exhibit
   Number                             Description
   -------                            -----------
  
  <S>            <C>
   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           Network 24 Communications, Inc. 1997 Stock Option Plan [Restated as Amended July 26, 1999].
  
   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).
  </TABLE>
  
  (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, INCORPORATED", "secsgml_size_bytes": 19002}]
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": "333-31668", "film-number": "560894"}, "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, CAMBRIDGE, MA                               02139
  (Address of Principal Executive Offices)                         (Zip Code)
  
                           NETWORK24 COMMUNICATIONS, INC.
             1997 Stock Option Plan [Restated as Amended July 26, 1999]
                              (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                 Amount             Maximum               Maximum                Amount of
           Securities                to be              Offering             Aggregate              Registration
             to be                 Registered            Price               Offering                   Fee
           Registered                                  Per Share              Price
  --------------------------------------------------------------------------------------------------------------------
  Common Stock, $.01 par        136,877                $12.34(2)          $1,689,063(2)                $446
  value                         shares(1)
  --------------------------------------------------------------------------------------------------------------------
  (1)  Based on 3,650,556 shares of Network24 common stock subject to outstanding
       options under the Network24 Communications, Inc. 1997 Stock Option Plan
       [Restated as Amended July 26, 1999].
  
  (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 Network24 Communications, Inc. 1997 Stock
  Option Plan [Restated as Amended July 26, 1999] 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; and
  
                 (iii) To include any material information with respect to the
                       plan of distribution not previously disclosed in the
                       Registration Statement or any material change to such
                       information in the 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.
  5
  
            (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 March 2, 2000.
  
                                       AKAMAI TECHNOLOGIES, INC.
  
                                       By: /s/ 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 of            March 2, 2000
  ---------------------------   Directors and Chief Executive
  George H. Conrades            Officer
  
  /s/ Timothy Weller            Chief Financial Officer and         March 2, 2000
  ---------------------------   Treasurer (Principal Financial
  Timothy Weller                and Accounting Officer)
  
  /s/ Arthur H. Bilger          Director                            March 2, 2000
  ---------------------------
  Arthur H. Bilger
  
  /s/ Todd A. Dagres            Director                            March 2, 2000
  ---------------------------
  Todd A. Dagres
  
  /s/ F. Thomson Leighton       Director                            March 2, 2000
  ---------------------------
  F. Thomson Leighton
  
  /s/ Daniel M. Lewin           Director                            March 2, 2000
  ---------------------------
  Daniel M. Lewin
  
  /s/ Terrance G. McGuire       Director                            March 2, 2000
  ---------------------------
  Terrance G. McGuire
  
  /s/ Edward W. Scott           Director                            March 2, 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           Network 24 Communications, Inc. 1997 Stock Option Plan [Restated as Amended July 26, 1999].
  
   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).