S-8

As filed with the Securities and Exchange Commission on June 14, 2004

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
(State or Other Jurisdiction of
Incorporation or Organization) 04-3432319
(I.R.S. Employer
Identification No.)

8 Cambridge Center
Cambridge, Massachusetts 02142
(617) 444-3000
(Address Including Zip Code and Telephone Number, Including
Area Code of Principal Executive Offices)

Second Amended and Restated 1998 Stock Incentive Plan
(Full Title of the Plan)

MELANIE HARATUNIAN
Vice President and General Counsel
8 Cambridge Center
Cambridge, Massachusetts 02142
(617) 444-3000
(Name, Address, Including Zip Code, and Telephone Number, Including
Area Code, of Agent for Service)

CALCULATION OF REGISTRATION FEE

		Proposed Maximum	Proposed Maximum
Title of Securities	Amount to be	Offering Price Per	Aggregate Offering	Amount of
to be Registered	Registered	Share	Price	Registration Fee
Common Stock, $0.01 par value per share	7,000,000 shares (1)	$15.38 (2)	$107,660,000 (2)	$13,640.52

(1)	Consists of 7,000,000 shares issuable under the Second Amended and Restated 1998 Stock Incentive Plan, as amended.
(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 June 10, 2004.

TABLE OF CONTENTS

Ex-5.1 Opinion of Wilmer Cutler Pickering Hale

Ex-23.2 Consent of PricewaterhouseCoopers LLP

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 Nos. 333-89887, 333-37810 and 333-62072 relating to our Second Amended and Restated 1998 Stock Incentive Plan.

Item 8.   Exhibits.

     The Exhibit Index immediately preceding the exhibits is incorporated herein by reference.

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 11th day of June, 2004.

AKAMAI TECHNOLOGIES, INC.
By:	/s/ Melanie Haratunian
	Melanie Haratunian
	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 Melanie Haratunian, 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 George H. Conrades	Chairman of the Board and Chief Executive Officer (Principal executive officer)	June 11, 2004
/s/ Robert Cobuzzi Robert Cobuzzi	Chief Financial Officer and Treasurer (Principal financial and accounting officer)	June 11, 2004
/s/ Martin M. Coyne II Martin M. Coyne II	Director	June 11, 2004
/s/ C. Kim Goodwin C. Kim Goodwin	Director	June 11, 2004
/s/ Ronald L. Graham Ronald L. Graham	Director	June 11, 2004
/s/ William A. Halter William A. Halter	Director	June 11, 2004
/s/ Peter J. Kight Peter J. Kight	Director	June 11, 2004
F. Thomson Leighton	Director
Frederic V. Salerno	Director
/s/ Naomi O. Seligman Naomi O. Seligman	Director	June 11, 2004

INDEX TO EXHIBITS

EXHIBIT
NUMBER	DESCRIPTION
***4.1	Specimen common stock certificate
*4.2	Indenture, dated as of December 12, 2003 by and between the Registrant and U.S. Bank National Association
****4.3	Indenture, dated as of June 20, 2000, by and between the Registrant and State Street Bank and Trust Company
*4.4	Registration Rights Agreement, dated as of December 12, 2003, by and between the Registrant and Credit Suisse First Boston LLC
**4.5	Fourth Amended and Restated Registration Rights Agreement dated September 20, 1999
5.1	Opinion of Wilmer Cutler Pickering Hale and Dorr LLP, counsel to the Registrant
23.1	Consent of Wilmer Cutler Pickering Hale and Dorr LLP (included in Exhibit 5.1)
23.2	Consent of PricewaterhouseCoopers LLP
24.1	Power of attorney (included on the signature page of this Registration Statement)

*	Incorporated by reference to the Registrant’s Current Report on Form 8-K filed with the Securities and Exchange Commission (the “Commission”) on December 16, 2003.
**	Incorporated by reference to the Registrant’s Form S-1, as amended, filed with the Commission on September 27, 1999.
***	Incorporated by reference to the Registrant’s Form S-1, as amended, filed with the Securities and Exchange Commission on October 13, 1999.
****	Incorporated by reference to the Registrant’s Current Report on Form 8-K filed with the Commission on June 27, 2000.

EX-5.1

Exhibit 5.1

                             Wilmer Cutler Pickering
                                Hale and Dorr LLP
                                 60 State Street
                                Boston, MA 02109

                                  June 11, 2004


Akamai Technologies, Inc.
8 Cambridge Center
Cambridge, Massachusetts 02142


Ladies and Gentlemen :


     Re:  Second Amended and Restated 1998 Stock Incentive Plan, as amended


     We have assisted in the preparation of a Registration Statement on Form S-8
(the "Registration Statement") to be filed with the Securities and Exchange
Commission (the "Commission") under the Securities Act of 1933, as amended (the
"Securities Act"), relating to an aggregate of 7,000,000 shares of common stock,
$0.01 par value per share (the "Shares"), of Akamai Technologies, Inc., a
Delaware corporation (the "Company"), issuable under the Company's Second
Amended and Restated 1998 Stock Incentive Plan, as amended (the "Plan").

     We have examined the Certificate of Incorporation and By-Laws of the
Company, each as amended and restated to date, and originals, or copies
certified to our satisfaction, of all pertinent records of the meetings of the
directors and stockholders of the Company, the Registration Statement and such
other documents relating to the Company as we have deemed material for the
purposes of this opinion.

     In our examination of the foregoing documents, we have assumed the
genuineness of all signatures, the authenticity of all documents submitted to us
as originals, the conformity to original documents of all documents submitted to
us as certified, photostatic or other copies, the authenticity of the originals
of any such documents and the legal competence of all signatories to such
documents.

     We assume that the appropriate action will be taken, prior to the offer and
sale of the Shares in accordance with the Plan, to register and qualify the
Shares for sale under all applicable state securities or "blue sky" laws.

     We express no opinion herein as to the laws of any state or jurisdiction
other than the state laws of The Commonwealth of Massachusetts, the General
Corporation Law of the State of Delaware and the federal laws of the United
States of America.



     It is understood that this opinion is to be used only in connection with
the offer and sale of the Shares while the Registration Statement is in effect.

     Please note that we are opining only as to the matters expressly set forth
herein, and no opinion should be inferred as to any other matters.

     Based on the foregoing, we are of the opinion that the Shares have been
duly authorized for issuance and, when the Shares are issued and paid for in
accordance with the terms and conditions of the Plan, the Shares will be validly
issued, fully paid and nonassessable.

     We hereby consent to the filing of this opinion with the Commission in
connection with the Registration Statement in accordance with the requirements
of Item 601(b)(5) of Regulation S-K under the Securities Act. In giving such
consent, we do not hereby admit that we are in the category of persons whose
consent is required under Section 7 of the Securities Act or the rules and
regulations of the Commission.


Very truly yours,


Wilmer Cutler Pickering
Hale and Dorr LLP


By: /s/ Susan Murley
   ------------------------
    Susan Murley, a Partner

EX-23.2

                                                                    Exhibit 23.2


            CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

We hereby consent to the incorporation by reference in this Registration
Statement on Form S-8 of our report dated January 29, 2004, except for Note 21,
as to which the date is February 19, 2004 relating to the consolidated financial
statements, which appears in Akamai Technologies, Inc.'s Annual Report on Form
10-K for the year ended December 31, 2003. We also consent to the incorporation
by reference of our report dated January 29, 2004 relating to the financial
statement schedules, which appears in such Annual Report on Form 10-K.


/s/ PricewaterhouseCoopers LLP

Boston, Massachusetts
June 14, 2004