As filed with the Securities and
Exchange Commission on April 12, 2000                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.)

200 First Avenue, Suite 500 Seattle, Washington                          98119
-----------------------------------------------                          -----
  (Address of Principal Executive Offices)                            (Zip Code)

                  F5 NETWORKS, INC. 1998 EQUITY INCENTIVE PLAN
                            (Full Title of the Plan)

                                  Joann Reiter
                                F5 Networks, Inc.
                           200 First Avenue, Suite 500
                            Seattle, Washington 98119
                     (Name and Address of Agent for Service)

                                 (206) 505-0816
          (Telephone Number, Including Area Code, of Agent for Service)

                         CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
------------------------- ----------------------- ----------------------- ---------------------- -----------------------

                                                     Proposed Maximum           Proposed
        Title of                                      Offering Price             Maximum               Amount of
       Securities              Amount To Be             Per Share               Aggregate             Registration
    To Be Registered            Registered                                   Offering Price             Fee <F1>
========================= ======================= ======================= ====================== =======================
<S>                       <C>                     <C>                     <C>                    <C>
     common stock,              1,000,000
      no par value                shares                 $64.125               $64,125,000              $16,929
========================= ======================= ======================= ====================== =======================
</TABLE>

<F1> The registration fee was calculated in accordance with Rule 457(h)(i) under
the  Securities  Act of 1933,  as amended  (the "Act") based on the price of the
outstanding  shares  of  common  stock as of April 5,  2000,  as  determined  in
accordance with Rule 457(c) under the Act.

                                Page 1 of 4 pages
                       Exhibit Index is located on page 4

<PAGE>

                                     PART II

                    INFORMATION REQUIRED IN THE REGISTRATION

                                    STATEMENT

     The contents of the  Registration  Statement S-8 (File No.  333-80177) with
respect to the Registrant's  1998 Equity Incentive Plan are hereby  incorporated
by reference.

Item 8.  Exhibits.

Exhibit Number       Exhibit
--------------       -------

    4.1              F5 Networks, Inc. 1998 Equity Incentive Plan, as amended.

    5.1              Opinion of Heller Ehrman White & McAuliffe.

   23.1              Consent of Heller Ehrman White & McAuliffe (Included in its
                     opinion filed as Exhibit 5.1).

   23.2              Consent of PricewaterhouseCooper LLP, Independent Auditors.

   24                Power of  Attorney (Included  on the signature page of this
                     Registration Statement).

<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 10th day
of April, 2000.

                                   F5 NETWORKS, INC.


                                   By: /s/ Jeffrey S. Hussey
                                       Jeffrey S. Hussey, Chairman of the Board,
                                       Chief Executive Officer and President


                                Power of Attorney

     Each person whose signature  appears below constitutes and appoints Jeffrey
S.  Hussey  and  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/ Jeffrey S. Hussey            Chairman of the Board, Chief Executive          April 10, 2000
-------------------------        Officer, President and Director (Principal
Jeffrey S. Hussey                Executive Officer)

/s/ Robert J. Chamberlain        Vice President of Finance and Chief             April 10, 2000
-------------------------        Financial Officer (Principal Financial and
Robert J. Chamberlain            Accounting Officer)

/s/ Carlton G. Amdahl            Director                                        April 10, 2000
-------------------------
Carlton G. Amdahl

/s/ Keith D. Grinstein           Director                                        April 10, 2000
-------------------------
Keith D. Grinstein

/s/ Karl D. Guelich              Director                                        April 10, 2000
-------------------------
Karl D. Guelich

                                 Director                                        April ___, 2000
-------------------------
Alan J. Higginson
</TABLE>

<PAGE>

                                  EXHIBIT INDEX

Exhibit Number      Exhibit
--------------      -------

   4.1              F5 Networks, Inc. 1998 Equity Incentive Plan.

   5.1              Opinion of Heller Ehrman White & McAuliffe.

  23.1              Consent of Heller Ehrman  White & McAuliffe (Included in its
                    opinion filed as Exhibit 5.1).

  23.2              Consent of PricewaterhouseCooper LLP, Independent Auditors.

  24                Power  of  Attorney (Included  on the signature page of this
                    Registration Statement)
[{"type": "S-8", "sequence": "1", "secsgml_size_bytes": 7566}]
{"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": "333-34570", "film-number": "598950"}, "business-address": {"street1": "200 FIRST AVE WEST", "street2": "STE 500", "city": "SEATTLE", "state": "WA", "zip": "98119", "phone": "2065050800"}, "mail-address": {"street1": "200 FIRST 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 April 12, 2000                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.)

200 First Avenue, Suite 500 Seattle, Washington                          98119
-----------------------------------------------                          -----
  (Address of Principal Executive Offices)                            (Zip Code)

                  F5 NETWORKS, INC. 1998 EQUITY INCENTIVE PLAN
                            (Full Title of the Plan)

                                  Joann Reiter
                                F5 Networks, Inc.
                           200 First Avenue, Suite 500
                            Seattle, Washington 98119
                     (Name and Address of Agent for Service)

                                 (206) 505-0816
          (Telephone Number, Including Area Code, of Agent for Service)

                         CALCULATION OF REGISTRATION FEE
------------------------- ----------------------- ----------------------- ---------------------- -----------------------

                                                     Proposed Maximum           Proposed
        Title of                                      Offering Price             Maximum               Amount of
       Securities              Amount To Be             Per Share               Aggregate             Registration
    To Be Registered            Registered                                   Offering Price             Fee
========================= ======================= ======================= ====================== =======================
common stock,              1,000,000
      no par value                shares                 $64.125               $64,125,000              $16,929
========================= ======================= ======================= ====================== =======================
The registration fee was calculated in accordance with Rule 457(h)(i) under
the  Securities  Act of 1933,  as amended  (the "Act") based on the price of the
outstanding  shares  of  common  stock as of April 5,  2000,  as  determined  in
accordance with Rule 457(c) under the Act.

                                Page 1 of 4 pages
                       Exhibit Index is located on page 4
PART II

                    INFORMATION REQUIRED IN THE REGISTRATION

                                    STATEMENT

     The contents of the  Registration  Statement S-8 (File No.  333-80177) with
respect to the Registrant's  1998 Equity Incentive Plan are hereby  incorporated
by reference.

Item 8.  Exhibits.

Exhibit Number       Exhibit
--------------       -------

    4.1              F5 Networks, Inc. 1998 Equity Incentive Plan, as amended.

    5.1              Opinion of Heller Ehrman White & McAuliffe.

   23.1              Consent of Heller Ehrman White & McAuliffe (Included in its
                     opinion filed as Exhibit 5.1).

   23.2              Consent of PricewaterhouseCooper LLP, Independent Auditors.

   24                Power of  Attorney (Included  on the signature page of this
                     Registration Statement).
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 10th day
of April, 2000.

                                   F5 NETWORKS, INC.

                                   By: /s/ Jeffrey S. Hussey
                                       Jeffrey S. Hussey, Chairman of the Board,
                                       Chief Executive Officer and President

                                Power of Attorney

     Each person whose signature  appears below constitutes and appoints Jeffrey
S.  Hussey  and  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/ Jeffrey S. Hussey            Chairman of the Board, Chief Executive          April 10, 2000
-------------------------        Officer, President and Director (Principal
Jeffrey S. Hussey                Executive Officer)

/s/ Robert J. Chamberlain        Vice President of Finance and Chief             April 10, 2000
-------------------------        Financial Officer (Principal Financial and
Robert J. Chamberlain            Accounting Officer)

/s/ Carlton G. Amdahl            Director                                        April 10, 2000
-------------------------
Carlton G. Amdahl

/s/ Keith D. Grinstein           Director                                        April 10, 2000
-------------------------
Keith D. Grinstein

/s/ Karl D. Guelich              Director                                        April 10, 2000
-------------------------
Karl D. Guelich

                                 Director                                        April ___, 2000
-------------------------
Alan J. Higginson
EXHIBIT INDEX

Exhibit Number      Exhibit
--------------      -------

   4.1              F5 Networks, Inc. 1998 Equity Incentive Plan.

   5.1              Opinion of Heller Ehrman White & McAuliffe.

  23.1              Consent of Heller Ehrman  White & McAuliffe (Included in its
                    opinion filed as Exhibit 5.1).

  23.2              Consent of PricewaterhouseCooper LLP, Independent Auditors.

  24                Power  of  Attorney (Included  on the signature page of this
                    Registration Statement)