content: <PAGE>
  
                        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):
                                 February 6, 2001
  
  
                                  CACHEFLOW INC.
                                  ---------------
            (Exact name of the Registrant as specified in its charter)
  
  
  
  <TABLE>
  <CAPTION>
                   Delaware                           000-28139                              91-1715963
               ----------------                    ----------------                       ----------------
  <S>                                          <C>                              <C>
           (State of incorporation)            (Commission File Number)         (I.R.S. Employer Identification No.)
  </TABLE>
  
                                650 Almanor Avenue
                            Sunnyvale, California 94086
  
  
                     (Address of Principal Executive Offices)
                                    (Zip Code)
  
  
        Registrant's telephone number, including area code: (408) 220-2200
  
  
                                  Not Applicable
  
          ---------------------------------------------------------------
           (Former name or former address, if changed since last report)
  
  <PAGE>
  
  ITEM 5:  OTHER EVENTS.
  
       Attached hereto as Exhibit 99.1 are condensed consolidated balance sheets
  and statements of operations for CacheFlow Inc. at January 31, 2001 and for the
  three and nine month periods then ended. This financial information has
  previously been issued by CacheFlow Inc. in a press release dated February 6,
  2001. The financial information in the attached Exhibit 99.1 is identical to
  that issued in the press release.
  
  ITEM 7.  FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION, AND EXHIBITS.
  
      (c)   EXHIBITS
  
                99.1  Condensed consolidated balance sheets and statements of
                      operations for CacheFlow Inc. at January 31, 2001 and for
                      the three and nine month periods then ended.
  
  
  
  
  
  
  
  
                                     SIGNATURE
  
  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.
  
  
                                     CACHEFLOW INC.
  
  Date: February 16, 2001            By: /s/ Michael Johnson
                                     --------------------------------------
                                     Michael Johnson
                                     Vice President, Chief Financial Officer and
                                     Secretary (Principal Financial and Accounting
                                     Officer)
metadata_documents: [{"type": "8-K", "sequence": "1", "filename": "0001.txt", "description": "FORM 8-K", "secsgml_size_bytes": 2933}]
metadata_filer: {"company-data": {"conformed-name": "CACHEFLOW INC", "cik": "0001095600", "assigned-sic": "7373", "irs-number": "911715963", "state-of-incorporation": "DE", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "8-K", "act": "34", "file-number": "000-28139", "film-number": "1548627"}, "business-address": {"street1": "650 ALMANOR AVENUE", "city": "SUNNYVALE", "state": "CA", "zip": "94086", "phone": "4082202200"}, "mail-address": {"street1": "650 ALMANOR AVE", "city": "SUNNYVALE", "state": "CA", "zip": "94086"}}
text: 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):
                                 February 6, 2001
  
                                  CACHEFLOW INC.
                                  ---------------
            (Exact name of the Registrant as specified in its charter)
  Delaware                           000-28139                              91-1715963
               ----------------                    ----------------                       ----------------
  (State of incorporation)            (Commission File Number)         (I.R.S. Employer Identification No.)
  650 Almanor Avenue
                            Sunnyvale, California 94086
  
                     (Address of Principal Executive Offices)
                                    (Zip Code)
  
        Registrant's telephone number, including area code: (408) 220-2200
  
                                  Not Applicable
  
          ---------------------------------------------------------------
           (Former name or former address, if changed since last report)
  ITEM 5:  OTHER EVENTS.
  
       Attached hereto as Exhibit 99.1 are condensed consolidated balance sheets
  and statements of operations for CacheFlow Inc. at January 31, 2001 and for the
  three and nine month periods then ended. This financial information has
  previously been issued by CacheFlow Inc. in a press release dated February 6,
  2001. The financial information in the attached Exhibit 99.1 is identical to
  that issued in the press release.
  
  ITEM 7.  FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION, AND EXHIBITS.
  
      (c)   EXHIBITS
  
                99.1  Condensed consolidated balance sheets and statements of
                      operations for CacheFlow Inc. at January 31, 2001 and for
                      the three and nine month periods then ended.
  
                                     SIGNATURE
  
  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.
  
                                     CACHEFLOW INC.
  
  Date: February 16, 2001            By: /s/ Michael Johnson
                                     --------------------------------------
                                     Michael Johnson
                                     Vice President, Chief Financial Officer and
                                     Secretary (Principal Financial and Accounting
                                     Officer)