As filed with the Securities and Exchange Commission on May 6, 2002

                                                    Registration No. 333-


                       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)

                       2000 EMPLOYEE EQUITY INCENTIVE PLAN
                            (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

<TABLE>
<CAPTION>

========================= ======================= ======================= ====================== =======================

                                                                                Proposed
        Title of                                     Proposed Maximum            Maximum               Amount of
       Securities              Amount To Be           Offering Price            Aggregate             Registration
    To Be Registered            Registered            Per Share (1)        Offering Price (1)             Fee
------------------------- ----------------------- ----------------------- ---------------------- -----------------------
<S>                       <C>                      <C>                     <C>                     <C>
     common stock,              1,500,000
      no par value                shares               $12.00                $18,000,000                 $1,656
========================= ======================= ======================= ====================== =======================
</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"). The price per share and
     aggregate offering price are based upon the average of the high and low
     prices of the Company's common stock as reported on the Nasdaq Stock Market
     for April 29, 2002 for shares reserved for future issuance pursuant to the
     2000 Employee Equity Incentive Plan (pursuant to Rule 457(c) under the
     Securities Act).


                               Page 1 of 7 pages
                       Exhibit Index is located on page 7
<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)  Annual Report on Form 10-K for the year ended September 30, 2001;

     (b)  Quarterly Report on Form 10-Q for the quarter ended December 31, 2001,
          and

     (c)  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 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.



                                       2
<PAGE>

Item 7. Exemption from Registration Claimed.

     Not Applicable

Item 8. Exhibits.

<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. 2000 Employee Equity Incentive Plan, as amended.
           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;

     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


                                       3
<PAGE>

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 May 3, 2002.

                                         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
McAdams 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
_____________________                           President, Chief Executive Officer and          May 3, 2002
John McAdam                                     Director (Principal Executive Officer)


/s/ Steven B. Coburn
________________________                        Senior Vice President and Chief Financial       May 3, 2002
Steven B. Coburn                                Officer (Principal Financial and Accounting
                                                Officer)


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



________________________                        Director                                        May 3, 2002
Kenny J. Frerichs


/s/ Keith D. Grinstein
________________________                        Director                                        May 3, 2002
Keith D. Grinstein




                                       5
<PAGE>



/s/ Karl D. Guelich
_______________________                         Director                                        May 3, 2002
Karl D. Guelich


/s/ Alan Higginson
_______________________                         Director                                        May 3, 2002
Alan Higginson

</TABLE>
































                                       6
<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. 2000 Employee Equity Incentive Plan, as amended.
           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>















                                       7
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{"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": "333-87618", "film-number": "02634833"}, "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"}}
As filed with the Securities and Exchange Commission on May 6, 2002

                                                    Registration No. 333-

                       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)

                       2000 EMPLOYEE EQUITY INCENTIVE PLAN
                            (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
========================= ======================= ======================= ====================== =======================

                                                                                Proposed
        Title of                                     Proposed Maximum            Maximum               Amount of
       Securities              Amount To Be           Offering Price            Aggregate             Registration
    To Be Registered            Registered            Per Share (1)        Offering Price (1)             Fee
------------------------- ----------------------- ----------------------- ---------------------- -----------------------
common stock,              1,500,000
      no par value                shares               $12.00                $18,000,000                 $1,656
========================= ======================= ======================= ====================== =======================
(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"). The price per share and
     aggregate offering price are based upon the average of the high and low
     prices of the Company's common stock as reported on the Nasdaq Stock Market
     for April 29, 2002 for shares reserved for future issuance pursuant to the
     2000 Employee Equity Incentive Plan (pursuant to Rule 457(c) under the
     Securities Act).

                               Page 1 of 7 pages
                       Exhibit Index is located on page 7
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)  Annual Report on Form 10-K for the year ended September 30, 2001;

     (b)  Quarterly Report on Form 10-Q for the quarter ended December 31, 2001,
          and

     (c)  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 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.

                                       2
Item 7. Exemption from Registration Claimed.

     Not Applicable

Item 8. Exhibits.
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. 2000 Employee Equity Incentive Plan, as amended.
           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;

     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

                                       3
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 May 3, 2002.

                                         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
McAdams 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
_____________________                           President, Chief Executive Officer and          May 3, 2002
John McAdam                                     Director (Principal Executive Officer)

/s/ Steven B. Coburn
________________________                        Senior Vice President and Chief Financial       May 3, 2002
Steven B. Coburn                                Officer (Principal Financial and Accounting
                                                Officer)

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

________________________                        Director                                        May 3, 2002
Kenny J. Frerichs

/s/ Keith D. Grinstein
________________________                        Director                                        May 3, 2002
Keith D. Grinstein

                                       5
/s/ Karl D. Guelich
_______________________                         Director                                        May 3, 2002
Karl D. Guelich

/s/ Alan Higginson
_______________________                         Director                                        May 3, 2002
Alan Higginson
6
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. 2000 Employee Equity Incentive Plan, as amended.
           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).
7