As filed with the Securities and Exchange Commission on January 20, 2004

                                                           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.)

                  401 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.
                             401 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            Offering Price               Fee
------------------------- ----------------------- ----------------------- ---------------------- -----------------------
<S>                       <C>                      <C>                     <C>                     <C>
     common stock,               225,000
      no par value                shares               $23.69(1)                $5,330,250.00(1)       $431.22
========================= ======================= ======================= ====================== =======================

</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  exercise  price of the  options  for 225,000
shares issuable pursuant to the Non-Qualified Stock Option Agreement.



<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, 2003;

     (b) Form 8-K dated October 30, 2003: 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. Non-Qualified Stock Option Agreement.

       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
pursuant to Section 13 or Section 15(d) of the Securities Exchange Act of 1934
that are incorporated by reference in this Registration Statement.


                                       3
<PAGE>

                  (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 January 19,
2004.

                                           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
_____________________                           President, Chief Executive Officer and          January 19, 2004
John McAdam                                     Director (Principal Executive Officer)


/s/ Steven B. Coburn
________________________                        Senior Vice President and Chief Financial       January 19, 2004
Steven B. Coburn                                Officer (Principal Financial and Accounting
                                                Officer)


/s/ Keith D. Grinstein
________________________                        Director                                        January 19, 2004
Keith D. Grinstein


                                       5
<PAGE>


/s/ Karl D. Guelich
_______________________                         Director                                        January 19, 2004
Karl D. Guelich


/s/ Alan Higginson
_______________________                         Director                                        January 19, 2004
Alan Higginson


/s/ Rich Malone
_______________________                         Director                                        January 19, 2004
Rich Malone


</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. Non-Qualified Stock Option Agreement.

       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>
[{"type": "S-8", "sequence": "1", "filename": "forms8jan2004.txt", "secsgml_size_bytes": 16081}]
{"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": "333-112022", "film-number": "04533071"}, "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 January 20, 2004

                                                           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.)

                  401 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.
                             401 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            Offering Price               Fee
------------------------- ----------------------- ----------------------- ---------------------- -----------------------
common stock,               225,000
      no par value                shares               $23.69(1)                $5,330,250.00(1)       $431.22
========================= ======================= ======================= ====================== =======================
(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  exercise  price of the  options  for 225,000
shares issuable pursuant to the Non-Qualified Stock Option Agreement.
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, 2003;

     (b) Form 8-K dated October 30, 2003: 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. Non-Qualified Stock Option Agreement.

       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
pursuant to Section 13 or Section 15(d) of the Securities Exchange Act of 1934
that are incorporated by reference in this Registration Statement.

                                       3
(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 January 19,
2004.

                                           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
_____________________                           President, Chief Executive Officer and          January 19, 2004
John McAdam                                     Director (Principal Executive Officer)

/s/ Steven B. Coburn
________________________                        Senior Vice President and Chief Financial       January 19, 2004
Steven B. Coburn                                Officer (Principal Financial and Accounting
                                                Officer)

/s/ Keith D. Grinstein
________________________                        Director                                        January 19, 2004
Keith D. Grinstein

                                       5
/s/ Karl D. Guelich
_______________________                         Director                                        January 19, 2004
Karl D. Guelich

/s/ Alan Higginson
_______________________                         Director                                        January 19, 2004
Alan Higginson

/s/ Rich Malone
_______________________                         Director                                        January 19, 2004
Rich Malone
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. Non-Qualified Stock Option Agreement.

       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).