Registration No. 333-

As filed with the Securities and Exchange Commission on January 4, 2002

                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549
                                    FORM S-8
                             REGISTRATION STATEMENT
                                      UNDER
                           THE SECURITIES ACT OF 1933
                                F5 NETWORKS, INC.
             (Exact Name of Registrant as Specified in Its Charter)
                                   Washington
                          (State or Other Jurisdiction
                        of Incorporation or Organization)
                                   91-1714307
                      (I.R.S. Employer Identification No.)
               501 Elliott Avenue West, Seattle, Washington   98119
               -------------------------------------------- ---------
               (Address of Principal Executive Offices)    (Zip Code)
                      Non-Qualified Stock Option Agreement
                            (Full Title of the Plan)

                                  Joann Reiter
                                F5 Networks, Inc.
                             501 Elliott Avenue West
                                Seattle, WA 98119
                     (Name and Address of Agent for Service)
                                 (206) 272-5555
          (Telephone Number, Including Area Code, of Agent for Service)

<Table>
<Caption>
                         CALCULATION OF REGISTRATION FEE
========================= ======================= ======================= ====================== =======================
<S>                       <C>                     <C>                     <C>                    <C>
        Title of                                     Proposed Maximum           Proposed
       Securities              Amount To Be           Offering Price             Maximum               Amount of
    To Be Registered            Registered            Per Share (1)             Aggregate             Registration
                                                                           Offering Price (1)             Fee
------------------------- ----------------------- ----------------------- ---------------------- -----------------------
     common stock,            200,000 shares              $12.72               $2,544,000               $608.02
      no par value
========================= ======================= ======================= ====================== =======================
</Table>

(1) Estimated solely for the purpose of calculating the amount of the
registration fee pursuant to Rule 457(h) promulgated under the Securities Act
1933, as amended (the "Securities Act").

<PAGE>


                                     PART II
                    INFORMATION REQUIRED IN THE REGISTRATION
                                    STATEMENT

Item 3.  Incorporation of Documents by Reference.

         The following documents filed by F5 Networks, Inc. (the "Company") with
the Securities and Exchange Commission are incorporated by reference into this
Registration Statement:

(a)  the Annual Report on Form 10-K for the year ended September 30, 2001; and

(b)  the description of the Company's common stock contained in the Company's
     Registration Statement Form 8-A, filed May 11, 1999 under the Securities
     Exchange Act of 1934, as amended (the "Exchange Act") including any
     amendments or reports filed for the purposes of updating such description.

         All documents subsequently filed by the Company pursuant to Sections
13(a), 13(c), 14 or 15(d) of the Exchange Act, prior to the filing of a
post-effective amendment which indicates that all securities offered have been
sold or which deregisters all securities then remaining unsold, shall be deemed
to be incorporated by reference herein and to be part hereof from the date of
filing of such documents.

Item 4.  Description of Securities.

         Not Applicable

Item 5.  Interests of Named Experts and Counsel.

         Not Applicable

Item 6.  Indemnification of Directors and Officers.

         Sections 23B.08.500 through 23.B.08.600 of the Washington Business
Corporation Act (the "WBCA") authorize a court to award, or a corporation's
board of directors to grant, indemnification to directors and officers on terms
sufficiently broad to permit indemnification under certain circumstances for
liabilities arising under the Securities Act of 1933, as amended (the
"Securities Act"). Section 23B.08.320 of the WBCA authorizes a corporation to
limit a director's liability to the corporation or its shareholders for monetary
damages for acts or omissions as a director, except in certain circumstances
involving intentional misconduct, knowing violations of law or illegal corporate
loans or distributions, or any transaction from which the director personally
receives a benefit in money, property or services to which the director is not
legally entitled.

         The Company's Second Amended and Restated Articles of Incorporation and
Amended and Restated Bylaws contain provisions permitting the Company to
indemnify its directors and officers to the full extent permitted by Washington
law. In addition, the Company's Second Amended and Restated Articles of
Incorporation contain a provision implementing, to the fullest extent permitted
by Washington law, the above limitations on a director's liability to the
Company and its shareholders. The Company has entered into certain
indemnification agreements with its directors and certain of its officers, the
form of which is attached as Exhibit 10.1 to its Registration Statement on Form
S-1 (File No. 333-75817). The

                                       2
<Page>

indemnification agreements provide the Company's directors and certain of its
officers with indemnification to the maximum extent permitted by the WBCA. The
directors and officers of the Company also may be indemnified against liability
they may incur for serving in that capacity pursuant to a liability insurance
policy maintained by the Company for this purpose.

Item 7.  Exemption from Registration Claimed.

         Not Applicable

Item 8.  Exhibits.


Exhibit Number  Exhibit

<Table>
<Caption>
       Exhibit Number                  Exhibit
       <S>                      <C>
            4.1                 Second Amended and Restated Articles of Incorporation (Incorporated by
                                reference to Exhibit 3.2 to the Registrant's Registration Statement on
                                Form S-1, File No. 333-75817).
            4.2                 Amended and Restated Bylaws (Incorporated by reference to Exhibit 3.4 to
                                the Registrant's Registration Statement on Form S-1, File No. 333-75817).
            4.3                 Specimen Stock Certificate (Incorporated by reference to Exhibit 4.1 to
                                the Registrant's Registration Statement on Form S-1, File No. 333-75817).
            5.1                 Opinion of Heller Ehrman White & McAuliffe LLP.
           10.1                 F5 Networks, Inc. Non-Qualified Stock Option Agreement dated May 29, 2001
                                between the Company and Steve Coburn
           23.1                 Consent of PricewaterhouseCoopers LLP, Independent Accountants.
           23.2                 Consent of Heller Ehrman White & McAuliffe LLP (Included in its opinion
                                filed as Exhibit 5.1).
           24.1                 Power of Attorney (Included on the signature page of this Registration
                                Statement).
</Table>

Item 9.  Undertakings.

(a)  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 of 1933;

               (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;

               (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;

                                       3
<Page>
         Provided, however, that paragraphs (a)(1)(i) and (a)(1)(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 by the Registrant
pursuant to Section 13 or Section 15(d) of the Securities Exchange Act of 1934
that are incorporated by reference in this Registration Statement.

          (2)  That, for the purpose of determining any liability under the
               Securities Act of 1933, 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.

     (b)  The undersigned Registrant hereby undertakes that, for purposes of
          determining any liability under the Securities Act of 1933, each
          filing of the Registrant's annual report pursuant to Section 13(a) or
          Section 15(d) of the Securities Exchange Act of 1934 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.

     (c)  Insofar as indemnification for liabilities arising under the
          Securities Act of 1933 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 of 1933
          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 of whether such indemnification
          by it is against public policy as expressed in the Securities Act of
          1933 and will be governed by the final adjudication of such issue.







                                       4
<PAGE>






                                   Signatures
         The Registrant. 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 the City of Seattle, State of Washington, on this 18th day
of January, 2001.

                                      F5 NETWORKS, INC.

                                      By:  /s/ John McAdam
                                           John McAdam, President and
                                           Chief Executive Officer

                                Power of Attorney

         Each person whose signature appears below constitutes and appoints John
McAdam or Joann Reiter, or either of them, his true and lawful attorney-in-fact,
with the power of substitution and resubstitution, for him in his name, place or
stead, in any and all capacities, to sign any or all amendments to this
Registration Statement, and to file the same, with exhibits thereto and other
documents in connection therewith, with the Securities and Exchange Commission,
hereby ratifying and confirming all that said attorneys-in-fact and their agents
or substitutes, may lawfully do or lawfully cause to be done by virtue hereof.

         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/ John McAdam              Chief Executive Officer, President and          January 3,2002
John McAdam                  Director (Principal Executive Officer)

/s/ Steven B. Coburn         SeniorVice President and Chief Financial        January 3, 2002
Steven B. Coburn             Officer (Principal Financial and Accounting
                             Officer)

/s/ Jeffrey S. Hussey        Chairman of the Board,Director                  January 3, 2002
Jeffrey S. Hussey

/s/ Keith D. Grinstein       Director                                        January 3, 2002
Keith D. Grinstein

/s/ Karl D. Guelich          Director                                        January 3, 2002
Karl D. Guelich

/s/ Alan Higginson           Director                                        January 3, 2002
Alan Higginson

______________________       Director                                        January _, 2002
Kenny J. Frerichs

</Table>


                                       5
<Page>
                                  EXHIBIT INDEX

<Table>
<Caption>
       Exhibit Number                  Exhibit
       <S>                      <C>
            4.1                 Second Amended and Restated Articles of Incorporation (Incorporated by
                                reference to Exhibit 3.2 to the Registrant's Registration Statement on
                                Form S-1, File No. 333-75817).
            4.2                 Amended and Restated Bylaws (Incorporated by reference to Exhibit 3.4 to
                                the Registrant's Registration Statement on Form S-1, File No. 333-75817).
            4.3                 Specimen Stock Certificate (Incorporated by reference to Exhibit 4.1 to
                                the Registrant's Registration Statement on Form S-1, File No. 333-75817).
            5.1                 Opinion of Heller Ehrman White & McAuliffe LLP.
           10.1                 F5 Networks, Inc. Non-Qualified Stock Option Agreement dated May 29, 2001
                                between the Company and Steve Coburn
           23.1                 Consent of PricewaterhouseCoopers LLP, Independent Accountants.
           23.2                 Consent of Heller Ehrman White & McAuliffe LLP (Included in its opinion
                                filed as Exhibit 5.1).
           24.1                 Power of Attorney (Included on the signature page of this Registration
                                Statement).
</Table>













                                       6
[{"type": "S-8", "sequence": "1", "filename": "forms8.txt", "secsgml_size_bytes": 16167}]
{"company-data": {"conformed-name": "F5 NETWORKS INC", "cik": "0001048695", "assigned-sic": "7373", "irs-number": "911714307", "state-of-incorporation": "WA", "fiscal-year-end": "0930"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-76272", "film-number": "2501922"}, "business-address": {"street1": "401 ELLIOT AVE WEST", "street2": "STE 500", "city": "SEATTLE", "state": "WA", "zip": "98119", "phone": "2062725555"}, "mail-address": {"street1": "401 ELLIOT AVE WEST", "street2": "STE 500", "city": "SEATTLE", "state": "WA", "zip": "98119"}, "former-company": {"former-conformed-name": "F5 LABS INC", "date-changed": "19990305"}}
Registration No. 333-

As filed with the Securities and Exchange Commission on January 4, 2002

                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549
                                    FORM S-8
                             REGISTRATION STATEMENT
                                      UNDER
                           THE SECURITIES ACT OF 1933
                                F5 NETWORKS, INC.
             (Exact Name of Registrant as Specified in Its Charter)
                                   Washington
                          (State or Other Jurisdiction
                        of Incorporation or Organization)
                                   91-1714307
                      (I.R.S. Employer Identification No.)
               501 Elliott Avenue West, Seattle, Washington   98119
               -------------------------------------------- ---------
               (Address of Principal Executive Offices)    (Zip Code)
                      Non-Qualified Stock Option Agreement
                            (Full Title of the Plan)

                                  Joann Reiter
                                F5 Networks, Inc.
                             501 Elliott Avenue West
                                Seattle, WA 98119
                     (Name and Address of Agent for Service)
                                 (206) 272-5555
          (Telephone Number, Including Area Code, of Agent for Service)
CALCULATION OF REGISTRATION FEE
========================= ======================= ======================= ====================== =======================
Title of                                     Proposed Maximum           Proposed
       Securities              Amount To Be           Offering Price             Maximum               Amount of
    To Be Registered            Registered            Per Share (1)             Aggregate             Registration
                                                                           Offering Price (1)             Fee
------------------------- ----------------------- ----------------------- ---------------------- -----------------------
     common stock,            200,000 shares              $12.72               $2,544,000               $608.02
      no par value
========================= ======================= ======================= ====================== =======================
(1) Estimated solely for the purpose of calculating the amount of the
registration fee pursuant to Rule 457(h) promulgated under the Securities Act
1933, as amended (the "Securities Act").
PART II
                    INFORMATION REQUIRED IN THE REGISTRATION
                                    STATEMENT

Item 3.  Incorporation of Documents by Reference.

         The following documents filed by F5 Networks, Inc. (the "Company") with
the Securities and Exchange Commission are incorporated by reference into this
Registration Statement:

(a)  the Annual Report on Form 10-K for the year ended September 30, 2001; and

(b)  the description of the Company's common stock contained in the Company's
     Registration Statement Form 8-A, filed May 11, 1999 under the Securities
     Exchange Act of 1934, as amended (the "Exchange Act") including any
     amendments or reports filed for the purposes of updating such description.

         All documents subsequently filed by the Company pursuant to Sections
13(a), 13(c), 14 or 15(d) of the Exchange Act, prior to the filing of a
post-effective amendment which indicates that all securities offered have been
sold or which deregisters all securities then remaining unsold, shall be deemed
to be incorporated by reference herein and to be part hereof from the date of
filing of such documents.

Item 4.  Description of Securities.

         Not Applicable

Item 5.  Interests of Named Experts and Counsel.

         Not Applicable

Item 6.  Indemnification of Directors and Officers.

         Sections 23B.08.500 through 23.B.08.600 of the Washington Business
Corporation Act (the "WBCA") authorize a court to award, or a corporation's
board of directors to grant, indemnification to directors and officers on terms
sufficiently broad to permit indemnification under certain circumstances for
liabilities arising under the Securities Act of 1933, as amended (the
"Securities Act"). Section 23B.08.320 of the WBCA authorizes a corporation to
limit a director's liability to the corporation or its shareholders for monetary
damages for acts or omissions as a director, except in certain circumstances
involving intentional misconduct, knowing violations of law or illegal corporate
loans or distributions, or any transaction from which the director personally
receives a benefit in money, property or services to which the director is not
legally entitled.

         The Company's Second Amended and Restated Articles of Incorporation and
Amended and Restated Bylaws contain provisions permitting the Company to
indemnify its directors and officers to the full extent permitted by Washington
law. In addition, the Company's Second Amended and Restated Articles of
Incorporation contain a provision implementing, to the fullest extent permitted
by Washington law, the above limitations on a director's liability to the
Company and its shareholders. The Company has entered into certain
indemnification agreements with its directors and certain of its officers, the
form of which is attached as Exhibit 10.1 to its Registration Statement on Form
S-1 (File No. 333-75817). The

                                       2
indemnification agreements provide the Company's directors and certain of its
officers with indemnification to the maximum extent permitted by the WBCA. The
directors and officers of the Company also may be indemnified against liability
they may incur for serving in that capacity pursuant to a liability insurance
policy maintained by the Company for this purpose.

Item 7.  Exemption from Registration Claimed.

         Not Applicable

Item 8.  Exhibits.

Exhibit Number  Exhibit
Exhibit Number                  Exhibit
4.1                 Second Amended and Restated Articles of Incorporation (Incorporated by
                                reference to Exhibit 3.2 to the Registrant's Registration Statement on
                                Form S-1, File No. 333-75817).
            4.2                 Amended and Restated Bylaws (Incorporated by reference to Exhibit 3.4 to
                                the Registrant's Registration Statement on Form S-1, File No. 333-75817).
            4.3                 Specimen Stock Certificate (Incorporated by reference to Exhibit 4.1 to
                                the Registrant's Registration Statement on Form S-1, File No. 333-75817).
            5.1                 Opinion of Heller Ehrman White & McAuliffe LLP.
           10.1                 F5 Networks, Inc. Non-Qualified Stock Option Agreement dated May 29, 2001
                                between the Company and Steve Coburn
           23.1                 Consent of PricewaterhouseCoopers LLP, Independent Accountants.
           23.2                 Consent of Heller Ehrman White & McAuliffe LLP (Included in its opinion
                                filed as Exhibit 5.1).
           24.1                 Power of Attorney (Included on the signature page of this Registration
                                Statement).
Item 9.  Undertakings.

(a)  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 of 1933;

               (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;

               (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;

                                       3
Provided, however, that paragraphs (a)(1)(i) and (a)(1)(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 by the Registrant
pursuant to Section 13 or Section 15(d) of the Securities Exchange Act of 1934
that are incorporated by reference in this Registration Statement.

          (2)  That, for the purpose of determining any liability under the
               Securities Act of 1933, 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.

     (b)  The undersigned Registrant hereby undertakes that, for purposes of
          determining any liability under the Securities Act of 1933, each
          filing of the Registrant's annual report pursuant to Section 13(a) or
          Section 15(d) of the Securities Exchange Act of 1934 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.

     (c)  Insofar as indemnification for liabilities arising under the
          Securities Act of 1933 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 of 1933
          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 of whether such indemnification
          by it is against public policy as expressed in the Securities Act of
          1933 and will be governed by the final adjudication of such issue.

                                       4
Signatures
         The Registrant. 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 the City of Seattle, State of Washington, on this 18th day
of January, 2001.

                                      F5 NETWORKS, INC.

                                      By:  /s/ John McAdam
                                           John McAdam, President and
                                           Chief Executive Officer

                                Power of Attorney

         Each person whose signature appears below constitutes and appoints John
McAdam or Joann Reiter, or either of them, his true and lawful attorney-in-fact,
with the power of substitution and resubstitution, for him in his name, place or
stead, in any and all capacities, to sign any or all amendments to this
Registration Statement, and to file the same, with exhibits thereto and other
documents in connection therewith, with the Securities and Exchange Commission,
hereby ratifying and confirming all that said attorneys-in-fact and their agents
or substitutes, may lawfully do or lawfully cause to be done by virtue hereof.

         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/ John McAdam              Chief Executive Officer, President and          January 3,2002
John McAdam                  Director (Principal Executive Officer)

/s/ Steven B. Coburn         SeniorVice President and Chief Financial        January 3, 2002
Steven B. Coburn             Officer (Principal Financial and Accounting
                             Officer)

/s/ Jeffrey S. Hussey        Chairman of the Board,Director                  January 3, 2002
Jeffrey S. Hussey

/s/ Keith D. Grinstein       Director                                        January 3, 2002
Keith D. Grinstein

/s/ Karl D. Guelich          Director                                        January 3, 2002
Karl D. Guelich

/s/ Alan Higginson           Director                                        January 3, 2002
Alan Higginson

______________________       Director                                        January _, 2002
Kenny J. Frerichs
5
EXHIBIT INDEX
Exhibit Number                  Exhibit
4.1                 Second Amended and Restated Articles of Incorporation (Incorporated by
                                reference to Exhibit 3.2 to the Registrant's Registration Statement on
                                Form S-1, File No. 333-75817).
            4.2                 Amended and Restated Bylaws (Incorporated by reference to Exhibit 3.4 to
                                the Registrant's Registration Statement on Form S-1, File No. 333-75817).
            4.3                 Specimen Stock Certificate (Incorporated by reference to Exhibit 4.1 to
                                the Registrant's Registration Statement on Form S-1, File No. 333-75817).
            5.1                 Opinion of Heller Ehrman White & McAuliffe LLP.
           10.1                 F5 Networks, Inc. Non-Qualified Stock Option Agreement dated May 29, 2001
                                between the Company and Steve Coburn
           23.1                 Consent of PricewaterhouseCoopers LLP, Independent Accountants.
           23.2                 Consent of Heller Ehrman White & McAuliffe LLP (Included in its opinion
                                filed as Exhibit 5.1).
           24.1                 Power of Attorney (Included on the signature page of this Registration
                                Statement).
6