8-K

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 8-K

CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934

Date of Report (Date of Earliest Event Reported): May 22, 2006

F5 Networks, Inc.

(Exact name of registrant as specified in its charter)

Washington	000-26041	91-1714307
(State or other jurisdiction of incorporation)	(Commission File Number)	(IRS Employer Identification No.)

401 Elliott Avenue West
Seattle, WA 98119

(Address of principal executive offices) (Zip Code)

Registrant’s telephone number, including area code                              (206) 272-5555

Not Applicable

Former name or former address, if changed since last report

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

TABLE OF CONTENTS

	Item 8.01 Other Events
	Item 9.01 Financial Statements and Exhibits
SIGNATURES
EXHIBIT INDEX
EXHIBIT 99.1

Item 8.01 Other Events

On May 22, 2006, F5 Networks, Inc. (the “Registrant”) issued the press release attached hereto as Exhibit 99.1. This press release is incorporated herein by reference.

Item 9.01 Financial Statements and Exhibits

(d) Exhibits:

Exhibit No.	Description
99.1	Press Release of F5 Networks, Inc. dated May 22, 2006.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

	F5 NETWORKS, INC. (Registrant)
Date: May 23, 2006	By:	/s/ John McAdam
		John McAdam
		President and Chief Executive Officer

EXHIBIT INDEX

Exhibit No.	Description
99.1	Press Release of F5 Networks, Inc. dated May 22, 2006.

EX-99.1

EXHIBIT 99.1

FOR IMMEDIATE RELEASE

CONTACT:	Investor Relations
	John Eldridge (206) 272-6571 j.eldridge@f5.com
	Public Relations Alane Moran (206) 272-6850 a.moran@f5.com

F5 Networks Receives Subpoena and Informal Letter of Inquiry

Regarding Stock Option Grants

SEATTLE, WA—May 22, 2006—F5 Networks today announced that on May 18, 2006, it received a grand jury subpoena issued by the U.S. District Court for the Eastern District of New York requesting documents related to the granting of stock options from 1995 through the present.

On the same day, the company received notice informing it that the Securities and Exchange Commission is conducting an informal inquiry into its stock option grants and requesting documents related to the granting of stock options from January 1, 1997, through the present.

The company intends to cooperate fully with both requests.

F5’s Board of Directors has authorized a review of the company’s stock option grants. This review will be conducted with the assistance of outside independent legal counsel. The retention of independent accounting experts for this purpose has also been authorized by the Board.