content: <PAGE>
  
  
     As filed with the Securities and Exchange Commission on February 27, 2002
  
                                                        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
     (Address of Principal Executive Offices)                       (Zip Code)
  
  
                 AKAMAI TECHNOLOGIES, INC. 2001 STOCK INCENTIVE PLAN
  
                              (Full Title of the Plan)
  
                                KATHRYN JORDEN MEYER
                         VICE PRESIDENT AND GENERAL COUNSEL
                              AKAMAI TECHNOLOGIES, INC.
                                500 TECHNOLOGY SQUARE
                           CAMBRIDGE, MASSACHUSETTS 02139
                                   (617) 444-3000
              (Name, Address and Telephone Number of Agent For Service)
  
                           CALCULATION OF REGISTRATION FEE
  
  <TABLE>
  <CAPTION>
  Title of                                           Proposed              Proposed
  Securities to be        Amount to be                Maximum               Maximum               Amount of
  Registered              Registered(1)           Offering Price Per       Aggregate          Registration Fee
                                                       Share            Offering Price
  Common
  <S>                   <C>                       <C>                   <C>                   <C>
  Stock, $0.01          5,000,000 shares              $3.21(2)          $16,050,000(2)           $1,476.60
  par value per
  share
  </TABLE>
  
  (1)  In accordance with Rule 416 under the Securities Act of 1933, as amended,
       this registration statement shall be deemed to cover any additional
       securities that may from time to time be offered or issued to prevent
       dilution resulting from stock splits, stock dividends or similar
       transactions.
  
  
  (2)  Estimated solely for the purpose of calculating the registration fee
       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
       February 25, 2002.
  <PAGE>
                                       PART I
                INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS
  
           ITEM 1. PLAN INFORMATION.
  
           The information required by Item 1 is included in documents sent or
  given to participants in the plans covered by this registration statement
  pursuant to Rule 428(b)(1) of the Securities Act of 1933, as amended (the
  "Securities Act").
  
           ITEM 2. REGISTRANT INFORMATION AND EMPLOYEE PLAN ANNUAL INFORMATION.
  
           The written statement required by Item 2 is included in documents sent
  or given to participants in the plans covered by this registration statement
  pursuant to Rule 428(b)(1) of 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:
  
           (a) 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.
  
           (b) 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 (a) above.
  
           (c) The description of the securities contained in the registrant's
  registration statements on Form 8-A 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 securities offered hereby have
  been sold or which deregisters all securities then remaining unsold, shall be
  deemed to be incorporated by reference in this registration statement 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 the 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.
  
  
                                        -1-
  <PAGE>
           ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL.
  
           Hale and Dorr LLP has opined as to the legality of the securities being
  offered by this registration statement.
  
           ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
  
           Article SEVENTH of our Amended and Restated Certificate of
  Incorporation provides that no director of our company 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.
  
           Article EIGHTH of our Certificate of Incorporation provides that a
  director or officer of our company (a) shall be indemnified by us 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 our company) brought against him by
  virtue of his position as a director or officer of our company if he acted in
  good faith and in a manner he reasonably believed to be in, or not opposed to,
  the best interests of our company, 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 our company against all expenses (including attorneys'
  fees) and amounts paid in settlement incurred in connection with any action by
  or in the right of our company brought against him by virtue of his position as
  a director or officer of our company if he acted in good faith and in a manner
  he reasonably believed to be in, or not opposed to, the best interests of our
  company, 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 us, unless a
  court 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 us
  against all expenses (including attorneys' fees) incurred in connection
  therewith. Expenses shall be advanced to a director or officer at his request,
  provided that he undertakes to repay the amount advanced if it is ultimately
  determined that he is not entitled to indemnification for such expenses.
  
           Indemnification is required to be made unless we determine that the
  applicable standard of conduct required for indemnification has not been met. In
  the event of a determination by us that the director or officer did not meet the
  applicable standard of conduct required for indemnification, or if we fail to
  make an indemnification payment within 60 days after such payment is claimed by
  such person, such person is permitted to petition the court to make an
  independent determination as to whether such person is entitled to
  indemnification. As a condition precedent to the right of indemnification, the
  director or officer must give us notice of the action for which indemnity is
  sought and we have the right to participate in such action or assume the defense
  thereof.
  
           Article EIGHTH of our Certificate of Incorporation further provides
  that the indemnification provided therein is not exclusive, and provides that in
  the event that the Delaware General Corporation Law is amended to expand the
  indemnification permitted to directors or officers we must indemnify those
  persons to the fullest extent permitted by such law as so amended.
  
           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
  
  
                                        -2-
  <PAGE>
  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.
  
           We maintain a general liability insurance policy which covers certain
  liabilities of directors and officers of our company arising out of claims based
  on acts or omissions in their capacities as directors or officers.
  
           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. Item 512(a) of Regulation S-K. 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;
  
                    provided, however, that paragraphs (i) and (ii) do not apply
                    if the information required to be included in a post-effective
                    amendment by those paragraphs is contained in periodic reports
                    filed with or furnished to the Commission by the registrant
                    pursuant to Section 13 or Section 15(d) of the Exchange Act
                    that are incorporated by reference 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. Item 512(b) of Regulation S-K. The undersigned registrant hereby
  undertakes that, for purposes of determining any liability under the Securities
  Act, each filing of the registrant's annual report
  
  
                                        -3-
  <PAGE>
  pursuant to Section 13(a) or 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. Item 512(h) of Regulation S-K. 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 Securities and Exchange 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.
  
  
                                        -4-
  <PAGE>
                                     SIGNATURES
  
           Pursuant to the requirements of the Securities Act of 1933, the
  registrant certifies that it has reasonable grounds to believe that it meets all
  of the requirements for filing on Form S-8 and has duly caused this registration
  statement to be signed on its behalf by the undersigned, thereunto duly
  authorized, in Cambridge, Massachusetts, on this 27th day of February, 2002.
  
                                         AKAMAI TECHNOLOGIES, INC.
  
                                         By: /s/ George Conrades
                                             --------------------------------
                                             George Conrades
                                             Chairman and Chief Executive Officer
  
                          POWER OF ATTORNEY AND SIGNATURES
  
           We, the undersigned officers and directors of Akamai Technologies,
  Inc., hereby severally constitute and appoint George 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 Conrades        Chairman and Chief Executive       February 27, 2002
  ------------------------    Officer and Director
  George Conrades             (Principal executive officer)
  
  
   /s/ Timothy Weller         Chief Financial Officer            February 27, 2002
  ------------------------    (Principal financial and
  Timothy Weller              accounting officer)
  
  
   /s/ Arthur Bilger          Director                           February 27, 2002
  ------------------------
  Arthur Bilger
  
  
   /s/ Martin Coyne II        Director                           February 27, 2002
  ------------------------
  Martin Coyne II
  </TABLE>
  
  
                                        -5-
  <PAGE>
  <TABLE>
  <S>                          <C>                               <C>
   /s/ Todd Dagres             Director                          February 27, 2002
  ------------------------
  Todd Dagres
  
  
  
   /s/ Ronald Graham           Director                          February 27, 2002
  ------------------------
  Ronald Graham
  
  
  
   /s/ William Halter          Director                          February 27, 2002
  ------------------------
  William Halter
  
  
  
                               Director
  ------------------------
  Leo Hindery, Jr.
  
  
  
   /s/ F. Thomson Leighton     Director                          February 27, 2002
  ------------------------
  F. Thomson Leighton
  
  
  
   /s/ Naomi Seligman          Director                          February 27, 2002
  ------------------------
  Naomi Seligman
  </TABLE>
  
  
                                        -6-
  <PAGE>
                                  INDEX TO EXHIBITS
  
  Number     Description
  4.1(1)     Amended and Restated Certificate of Incorporation of the Registrant
  
  4.2(2)     Amended and Restated By-Laws 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)  Incorporated by reference to the Registrant's Quarterly Report on Form 10-Q
       filed with the Securities and Exchange Commission on August 14, 2000.
  
  (2)  Incorporated by reference to the Registrant's Form S-1 (File No.
       333-85679), as amended, filed with the Securities and Exchange Commission
       on August 20, 1999.
  
  
                                        -7-
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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": "333-83502", "film-number": "02560809"}, "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: As filed with the Securities and Exchange Commission on February 27, 2002
  
                                                        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
     (Address of Principal Executive Offices)                       (Zip Code)
  
                 AKAMAI TECHNOLOGIES, INC. 2001 STOCK INCENTIVE PLAN
  
                              (Full Title of the Plan)
  
                                KATHRYN JORDEN MEYER
                         VICE PRESIDENT AND GENERAL COUNSEL
                              AKAMAI TECHNOLOGIES, INC.
                                500 TECHNOLOGY SQUARE
                           CAMBRIDGE, MASSACHUSETTS 02139
                                   (617) 444-3000
              (Name, Address and Telephone Number of Agent For Service)
  
                           CALCULATION OF REGISTRATION FEE
  Title of                                           Proposed              Proposed
  Securities to be        Amount to be                Maximum               Maximum               Amount of
  Registered              Registered(1)           Offering Price Per       Aggregate          Registration Fee
                                                       Share            Offering Price
  Common
  Stock, $0.01          5,000,000 shares              $3.21(2)          $16,050,000(2)           $1,476.60
  par value per
  share
  (1)  In accordance with Rule 416 under the Securities Act of 1933, as amended,
       this registration statement shall be deemed to cover any additional
       securities that may from time to time be offered or issued to prevent
       dilution resulting from stock splits, stock dividends or similar
       transactions.
  
  (2)  Estimated solely for the purpose of calculating the registration fee
       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
       February 25, 2002.
  PART I
                INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS
  
           ITEM 1. PLAN INFORMATION.
  
           The information required by Item 1 is included in documents sent or
  given to participants in the plans covered by this registration statement
  pursuant to Rule 428(b)(1) of the Securities Act of 1933, as amended (the
  "Securities Act").
  
           ITEM 2. REGISTRANT INFORMATION AND EMPLOYEE PLAN ANNUAL INFORMATION.
  
           The written statement required by Item 2 is included in documents sent
  or given to participants in the plans covered by this registration statement
  pursuant to Rule 428(b)(1) of 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:
  
           (a) 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.
  
           (b) 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 (a) above.
  
           (c) The description of the securities contained in the registrant's
  registration statements on Form 8-A 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 securities offered hereby have
  been sold or which deregisters all securities then remaining unsold, shall be
  deemed to be incorporated by reference in this registration statement 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 the 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.
  
                                        -1-
  ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL.
  
           Hale and Dorr LLP has opined as to the legality of the securities being
  offered by this registration statement.
  
           ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
  
           Article SEVENTH of our Amended and Restated Certificate of
  Incorporation provides that no director of our company 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.
  
           Article EIGHTH of our Certificate of Incorporation provides that a
  director or officer of our company (a) shall be indemnified by us 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 our company) brought against him by
  virtue of his position as a director or officer of our company if he acted in
  good faith and in a manner he reasonably believed to be in, or not opposed to,
  the best interests of our company, 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 our company against all expenses (including attorneys'
  fees) and amounts paid in settlement incurred in connection with any action by
  or in the right of our company brought against him by virtue of his position as
  a director or officer of our company if he acted in good faith and in a manner
  he reasonably believed to be in, or not opposed to, the best interests of our
  company, 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 us, unless a
  court 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 us
  against all expenses (including attorneys' fees) incurred in connection
  therewith. Expenses shall be advanced to a director or officer at his request,
  provided that he undertakes to repay the amount advanced if it is ultimately
  determined that he is not entitled to indemnification for such expenses.
  
           Indemnification is required to be made unless we determine that the
  applicable standard of conduct required for indemnification has not been met. In
  the event of a determination by us that the director or officer did not meet the
  applicable standard of conduct required for indemnification, or if we fail to
  make an indemnification payment within 60 days after such payment is claimed by
  such person, such person is permitted to petition the court to make an
  independent determination as to whether such person is entitled to
  indemnification. As a condition precedent to the right of indemnification, the
  director or officer must give us notice of the action for which indemnity is
  sought and we have the right to participate in such action or assume the defense
  thereof.
  
           Article EIGHTH of our Certificate of Incorporation further provides
  that the indemnification provided therein is not exclusive, and provides that in
  the event that the Delaware General Corporation Law is amended to expand the
  indemnification permitted to directors or officers we must indemnify those
  persons to the fullest extent permitted by such law as so amended.
  
           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
  
                                        -2-
  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.
  
           We maintain a general liability insurance policy which covers certain
  liabilities of directors and officers of our company arising out of claims based
  on acts or omissions in their capacities as directors or officers.
  
           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. Item 512(a) of Regulation S-K. 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;
  
                    provided, however, that paragraphs (i) and (ii) do not apply
                    if the information required to be included in a post-effective
                    amendment by those paragraphs is contained in periodic reports
                    filed with or furnished to the Commission by the registrant
                    pursuant to Section 13 or Section 15(d) of the Exchange Act
                    that are incorporated by reference 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. Item 512(b) of Regulation S-K. The undersigned registrant hereby
  undertakes that, for purposes of determining any liability under the Securities
  Act, each filing of the registrant's annual report
  
                                        -3-
  pursuant to Section 13(a) or 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. Item 512(h) of Regulation S-K. 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 Securities and Exchange 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.
  
                                        -4-
  SIGNATURES
  
           Pursuant to the requirements of the Securities Act of 1933, the
  registrant certifies that it has reasonable grounds to believe that it meets all
  of the requirements for filing on Form S-8 and has duly caused this registration
  statement to be signed on its behalf by the undersigned, thereunto duly
  authorized, in Cambridge, Massachusetts, on this 27th day of February, 2002.
  
                                         AKAMAI TECHNOLOGIES, INC.
  
                                         By: /s/ George Conrades
                                             --------------------------------
                                             George Conrades
                                             Chairman and Chief Executive Officer
  
                          POWER OF ATTORNEY AND SIGNATURES
  
           We, the undersigned officers and directors of Akamai Technologies,
  Inc., hereby severally constitute and appoint George 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 Conrades        Chairman and Chief Executive       February 27, 2002
  ------------------------    Officer and Director
  George Conrades             (Principal executive officer)
  
   /s/ Timothy Weller         Chief Financial Officer            February 27, 2002
  ------------------------    (Principal financial and
  Timothy Weller              accounting officer)
  
   /s/ Arthur Bilger          Director                           February 27, 2002
  ------------------------
  Arthur Bilger
  
   /s/ Martin Coyne II        Director                           February 27, 2002
  ------------------------
  Martin Coyne II
  -5-
  /s/ Todd Dagres             Director                          February 27, 2002
  ------------------------
  Todd Dagres
  
   /s/ Ronald Graham           Director                          February 27, 2002
  ------------------------
  Ronald Graham
  
   /s/ William Halter          Director                          February 27, 2002
  ------------------------
  William Halter
  
                               Director
  ------------------------
  Leo Hindery, Jr.
  
   /s/ F. Thomson Leighton     Director                          February 27, 2002
  ------------------------
  F. Thomson Leighton
  
   /s/ Naomi Seligman          Director                          February 27, 2002
  ------------------------
  Naomi Seligman
  -6-
  INDEX TO EXHIBITS
  
  Number     Description
  4.1(1)     Amended and Restated Certificate of Incorporation of the Registrant
  
  4.2(2)     Amended and Restated By-Laws 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)  Incorporated by reference to the Registrant's Quarterly Report on Form 10-Q
       filed with the Securities and Exchange Commission on August 14, 2000.
  
  (2)  Incorporated by reference to the Registrant's Form S-1 (File No.
       333-85679), as amended, filed with the Securities and Exchange Commission
       on August 20, 1999.
  
                                        -7-