<PAGE>   1

As filed with the Securities and Exchange Commission on October 28, 1999
                                                   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)

       201 BROADWAY CAMBRIDGE, MA                           02139
(Address of Principal Executive Offices)                  (Zip Code)



                        1999 EMPLOYEE STOCK PURCHASE PLAN
                            (Full Title of the Plan)

                               ROBERT O. BALL III
                       VICE PRESIDENT AND GENERAL OFFICER
                            AKAMAI TECHNOLOGIES, INC.
                                  200 BROADWAY
                               CAMBRIDGE, MA 02139
                     (Name and Address of Agent for Service)

                                 (617) 250-3000
          (Telephone Number, Including Area Code, of Agent for Service)


<TABLE>
<CAPTION>

                                          CALCULATION OF REGISTRATION FEE

============================================================================================================
                                                                            Proposed
          Title of                                Proposed Maximum           Maximum
         Securities                Amount             Offering              Aggregate           Amount of
           to be                    to be              Price                 Offering          Registration
         Registered               Registered          Per Share               Price                 Fee
------------------------------------------------------------------------------------------------------------
<S>                              <C>                 <C>                    <C>                 <C>
Common Stock, $.01 par
   value                       600,000 shares         $22.00(1)           $13,200,000(1)          $3,670
============================================================================================================
</TABLE>

(1) Estimated solely for the purpose of calculating the amount of the
    registration fee pursuant to 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 1999 Employee Stock Purchase
Plan 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.


         Item 5.  INTERESTS OF NAMED EXPERTS AND COUNSEL

                  The legality of the Common Stock being offered hereby will be
passed upon for the Registrant by Hale and Dorr LLP, Boston, Massachusetts.

                                       2
<PAGE>   3


         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.

         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

                                       3
<PAGE>   4

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 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 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. 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

                                       4
<PAGE>   5


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.


                                       5


<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 October 28, 1999.


                                       AKAMAI TECHNOLOGIES, INC.



                                       By:  /s/ Robert O. Ball III
                                           -------------------------------------
                                           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.


                                       6



<PAGE>   7


         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            October 28, 1999
---------------------------    Directors and Chief Executive
George H. Conrades             Officer



/s/ Paul Sagan                 President and Chief Operating       October 28, 1999
---------------------------    Officer
Paul Sagan

/s/ Timothy Weller             Chief Financial Officer and         October 28, 1999
---------------------------    Treasurer (Principal Financial
Timothy Weller                 and Accounting Officer)


                               Director                            October   , 1999
---------------------------
Arthur H. Bilger

/s/ Todd A. Dagres             Director                            October 28, 1999
--------------------------
Todd A. Dagres

/s/ F. Thomson Leighton        Director                            October 28, 1999
--------------------------
F. Thomson Leighton

                               Director                            October   , 1999
--------------------------
Daniel M. Lewin

/s/ Terrance G. McGuire        Director                            October 28, 1999
---------------------------
Terrance G. McGuire

                               Director                            October   , 1999
---------------------------
Edward W. Scott
</TABLE>

                                       7

<PAGE>   8

EXHIBIT INDEX

<TABLE>
<CAPTION>

 Exhibit
 Number                         Description
 ------                         -----------
<S>          <C>
 4.1(1)      Certificate of Incorporation of the Registrant

 4.2(1)      By-Laws of the Registrant

 4.3(1)      Specimen Certificate for Common Stock of the Registrant

 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).

                                       8
[{"type": "S-8", "sequence": "1", "description": "AKAMAI TECHNOLOGIES, INC.", "secsgml_size_bytes": 19097}]
{"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": "333-89889", "film-number": "99736534"}, "business-address": {"street1": "201 BROADWAY", "city": "CAMBRIDGE", "state": "MA", "zip": "02139", "phone": "6172503000"}, "mail-address": {"street1": "201 BROADWAY", "city": "CAMBRIDGE", "state": "MA", "zip": "02139"}}
1

As filed with the Securities and Exchange Commission on October 28, 1999
                                                   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)

       201 BROADWAY CAMBRIDGE, MA                           02139
(Address of Principal Executive Offices)                  (Zip Code)

                        1999 EMPLOYEE STOCK PURCHASE PLAN
                            (Full Title of the Plan)

                               ROBERT O. BALL III
                       VICE PRESIDENT AND GENERAL OFFICER
                            AKAMAI TECHNOLOGIES, INC.
                                  200 BROADWAY
                               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
          Title of                                Proposed Maximum           Maximum
         Securities                Amount             Offering              Aggregate           Amount of
           to be                    to be              Price                 Offering          Registration
         Registered               Registered          Per Share               Price                 Fee
------------------------------------------------------------------------------------------------------------
Common Stock, $.01 par
   value                       600,000 shares         $22.00(1)           $13,200,000(1)          $3,670
============================================================================================================
(1) Estimated solely for the purpose of calculating the amount of the
    registration fee pursuant to 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 1999 Employee Stock Purchase
Plan 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.

         Item 5.  INTERESTS OF NAMED EXPERTS AND COUNSEL

                  The legality of the Common Stock being offered hereby will be
passed upon for the Registrant by Hale and Dorr LLP, Boston, Massachusetts.

                                       2
3

         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.

         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

                                       3
4

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 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 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. 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

                                       4
5

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.

                                       5
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 October 28, 1999.

                                       AKAMAI TECHNOLOGIES, INC.

                                       By:  /s/ Robert O. Ball III
                                           -------------------------------------
                                           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.

                                       6
7

         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            October 28, 1999
---------------------------    Directors and Chief Executive
George H. Conrades             Officer

/s/ Paul Sagan                 President and Chief Operating       October 28, 1999
---------------------------    Officer
Paul Sagan

/s/ Timothy Weller             Chief Financial Officer and         October 28, 1999
---------------------------    Treasurer (Principal Financial
Timothy Weller                 and Accounting Officer)

                               Director                            October   , 1999
---------------------------
Arthur H. Bilger

/s/ Todd A. Dagres             Director                            October 28, 1999
--------------------------
Todd A. Dagres

/s/ F. Thomson Leighton        Director                            October 28, 1999
--------------------------
F. Thomson Leighton

                               Director                            October   , 1999
--------------------------
Daniel M. Lewin

/s/ Terrance G. McGuire        Director                            October 28, 1999
---------------------------
Terrance G. McGuire

                               Director                            October   , 1999
---------------------------
Edward W. Scott
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EXHIBIT INDEX
Exhibit
 Number                         Description
 ------                         -----------
4.1(1)      Certificate of Incorporation of the Registrant

 4.2(1)      By-Laws of the Registrant

 4.3(1)      Specimen Certificate for Common Stock of the Registrant

 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).

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