<SUBMISSION>
<ACCESSION-NUMBER>0000907303-04-000011
<TYPE>S-8
<PUBLIC-DOCUMENT-COUNT>4
<FILING-DATE>20040120
<EFFECTIVENESS-DATE>20040120
<FILER>
<COMPANY-DATA>
<CONFORMED-NAME>F5 NETWORKS INC
<CIK>0001048695
<ASSIGNED-SIC>7373
<IRS-NUMBER>911714307
<STATE-OF-INCORPORATION>WA
<FISCAL-YEAR-END>0930
</COMPANY-DATA>
<FILING-VALUES>
<FORM-TYPE>S-8
<ACT>33
<FILE-NUMBER>333-112022
<FILM-NUMBER>04533071
</FILING-VALUES>
<BUSINESS-ADDRESS>
<STREET1>401 ELLIOT AVE WEST
<STREET2>STE 500
<CITY>SEATTLE
<STATE>WA
<ZIP>98119
<PHONE>2062725555
</BUSINESS-ADDRESS>
<MAIL-ADDRESS>
<STREET1>401 ELLIOT AVE WEST
<STREET2>STE 500
<CITY>SEATTLE
<STATE>WA
<ZIP>98119
</MAIL-ADDRESS>
<FORMER-COMPANY>
<FORMER-CONFORMED-NAME>F5 LABS INC
<DATE-CHANGED>19990305
</FORMER-COMPANY>
</FILER>
<DOCUMENT>
<TYPE>S-8
<SEQUENCE>1
<FILENAME>forms8jan2004.txt
<TEXT>
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>




</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-5.1
<SEQUENCE>3
<FILENAME>exh51tos8jan2004.txt
<TEXT>
EXHIBIT 5.1

                                January 20, 2004



F5 Networks, Inc.
400 Elliot Ave. W.
Seattle, Washington 98119

Re:      Registration Statement on Form S-8

Ladies and Gentlemen:

     This  opinion  is  furnished  to  F5  Networks,  Inc.  (the  "Company")  in
connection  with  the  filing  of a  Registration  Statement  on Form  S-8  (the
"Registration  Statement") with the Securities and Exchange Commission under the
Securities Act of 1933, as amended, relating to the proposed sale by the Company
of 225,000  shares (the  "Shares")  of common  stock,  no par value (the "Common
Stock"),  issuable  by the  Company  pursuant to a  Non-Qualified  Stock  Option
Agreement  dated  October 20,  2003  between the Company and M. Thomas Hull (the
"Agreement").

     We have  based  our  opinion  upon our  review  of the  following  records,
documents, instruments and certificates:

     a) the Articles of Incorporation of the Company;

     b) the Bylaws of the Company;

     c) records certified to us by an officer of the Company as constituting all
records of proceedings and of actions of the Board of Directors and shareholders
relating to the approval of the Agreement and the  authorization of the issuance
of the Shares pursuant to the Agreement; and

     d) the Agreement.

     In connection with this opinion,  we have,  with your consent,  assumed the
authenticity  of all  records,  documents  and  instruments  submitted  to us as
originals,  the  genuineness  of all  signatures,  the legal capacity of natural
persons and the  authenticity  and  conformity  to the originals of all records,
documents and instruments submitted to us as copies.

     This opinion is limited to the laws of the State of Washington. We disclaim
any  opinion as to any  statute,  rule,  regulation,  ordinance,  order or other
promulgation  of any  other  jurisdiction  or any  federal,  regional  or  local
governmental body.

     Based upon the foregoing and our examination of such questions of law as we
have  deemed  necessary  or  appropriate  for the purpose of this  opinion,  and
subject  to the  assumptions  and  qualifications  expressed  herein,  it is our
opinion that the issuance of the Shares  pursuant to the Agreement has been duly
authorized  and, upon issuance and delivery of the Shares  pursuant to the terms
of  the  Agreement,   the  Shares  will  be  validly  issued,   fully  paid  and
non-assessable.

     We expressly  disclaim any obligation to advise you of any  developments in
areas covered by this opinion that occur after the date of this opinion.

     We hereby  authorize  and consent to the use and filing of this  opinion as
Exhibit 5.1 to the Registration Statement.

                                        Very truly yours,



                                       /s/ Heller Ehrman White & McAuliffe LLP



</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-10.1
<SEQUENCE>4
<FILENAME>exh101tos8jan2004.txt
<TEXT>
EXHIBIT 10.1

                                F5 NETWORKS, INC.
                       NONQUALIFIED STOCK OPTION AGREEMENT


         THIS NONQUALIFIED STOCK OPTION AGREEMENT (the "Agreement") is made and
entered into as of October 20, 2003 (the "Grant Date") between F5 Networks,
Inc., a Washington corporation (the "Company") and M. Thomas Hull ("Holder").

         THE PARTIES AGREE AS FOLLOWS:

     1. Grant of Option;  Grant Date. The Company  hereby grants to Holder,  the
right (the  "Option") to purchase up to 225,000  shares of the Company's  Common
Stock  (the  "Option  Shares")  at a price per share of  $23.69  (the  "Exercise
Price"), on the terms and conditions set forth in this Agreement. This Option is
not intended to qualify as an incentive stock option for purposes of Section 422
of the Code.  The number and kind of Option Shares and the Exercise Price may be
adjusted in certain circumstances in accordance with the provisions of Section 9
below.

     2. Definitions.  For purposes of this Agreement,  the following terms shall
be defined as set forth below:

     2.1  Affiliate.  "Affiliate"  means any parent  corporation  or  subsidiary
corporation of the Company, whether now or hereafter existing.

     2.2 Board. "Board" means the Board of Directors of the Company.

     2.3 Code. "Code" means the Internal Revenue Code of 1986, as amended.

     2.4 Common  Stock.  "Common  Stock"  means the common stock of the Company.

     2.5 Continuous  Service.  "Continuous  Service" means that Holder's service
with the Company or an Affiliate,  whether as an employee or consultant,  is not
interrupted or terminated.  Holder's  Continuous  Service shall not be deemed to
have  terminated  merely  because of a change in the  capacity  in which  Holder
renders service to the Company or an Affiliate as an employee or consultant or a
change in the entity for which Holder renders such service,  provided that there
is no interruption or termination of Holder's Continuous Service. For example, a
change in status from an employee of the Company to a consultant of an Affiliate
will not constitute an  interruption  of Continuous  Service.  The Board, in its
sole discretion,  may determine whether  Continuous  Service shall be considered
interrupted in the case of any leave of absence approved by the Board, including
sick leave, military leave or any other personal leave.

     2.6 Disability.  "Disability"  means the permanent and total  disability of
Holder within the meaning of Section 22(e)(3) of the Code.

     2.7   Expiration   Date.   "Expiration   Date"  means   October  19,  2013.

<PAGE>

     2.8 Fair Market Value. "Fair Market Value" means, as of any date, the value
of the Common  Stock.  If the Common  Stock is listed on any  established  stock
exchange or traded on the NASDAQ National Market or the NASDAQ Small Cap Market,
the Fair Market  Value of a share of Common  Stock  shall be the  closing  sales
price for such stock (or the closing  bid, if no sales were  reported) as quoted
on such  exchange or market (or the exchange or market with the greatest  volume
of trading in the Common  Stock) on the day of  determination  or, if the day of
determination  is not a market  trading day, then on the last market trading day
prior to the day of  determination,  as reported  in The Wall Street  Journal or
such other  source as the Board deems  reliable.  In the absence of such markets
for the Common Stock, the Fair Market Value shall be determined in good faith by
the Board.

     2.9 Securities Act.  "Securities  Act" means the Securities Act of 1933, as
amended.

     2.10 Vesting  Commencement  Date.  "Vesting  Commencement  Date" shall mean
Holder's  first day of continuous  service with the Company.

     3. Vesting.  Subject to the limitations  contained herein,  the Option will
vest and become  exercisable  with  respect  to 25% of the Option  Shares on the
first  anniversary  of the  Vesting  Commencement  Date and with  respect to the
remaining  Option  Shares in equal  monthly  installments  over the three  years
following the Vesting  Commencement Date;  provided that vesting will cease upon
the termination of Holder's Continuous Service.

     4. Method of Payment of the Exercise  Price.  Payment of the Exercise Price
is due in full upon exercise of all or any part of the Option.  Holder may elect
to make payment of the Exercise  Price in cash or by check or one or more of the
following  if the  Company,  in its sole  discretion  at the time the  Option is
exercised, is then offering such alternatives:

                  (a) Provided that at the time of exercise the Common Stock is
publicly traded and quoted regularly in The Wall Street Journal, then pursuant
to a program developed under Regulation T as promulgated by the Federal Reserve
Board which, prior to the issuance of Common Stock, results in either the
receipt of cash (or check) by the Company or the receipt of irrevocable
instructions to pay the aggregate exercise price to the Company from the sales
proceeds (a "cashless exercise").

                  (b) Provided that at the time of exercise the Common Stock is
publicly traded and quoted regularly in The Wall Street Journal, then by
delivery of already-owned shares of Common Stock (valued at their Fair Market
Value on the date of exercise) if (i) either Holder has held the already-owned
shares for the period required to avoid a charge to the Company's reported
earnings (generally six months) or Holder did not acquire the already-owned
shares, directly or indirectly from the Company and (ii) Holder owns the
already-owned shares free and clear of any liens, claims, encumbrances or
security interests. "Delivery" for these purposes, in the sole discretion of the
Company at the time the Option is exercised, shall include delivery to the
Company of Holder's attestation of ownership of such shares of Common Stock in a
form approved by the Company. Notwithstanding the foregoing, the Option may not
be exercised by tender to the Company of Common Stock to the extent such tender
would constitute a violation of the provisions of any law, regulation or



                                       2
<PAGE>

agreement restricting the redemption of the Company's stock.

                  (c) Provided there has been a change in control described in
Section 9(c) and the surviving corporation or acquiring corporation refuses to
assume the Option or to substitute a similar option for the Option, then by
authorizing the Company to withhold shares from the shares of the Common Stock
otherwise issuable to Holder as a result of the exercise of the Option.
Notwithstanding the foregoing, the Option may not be exercised by withholding
shares of Common Stock to the extent such withholding would constitute a
violation of the provisions of any law, regulation or agreement restricting the
redemption of the Company's stock.

     5. Whole Shares. The Option may only be exercised for whole shares.

     6.  Securities  Law  Compliance.  Notwithstanding  anything to the contrary
contained  herein,  the Option may not be exercised  unless the shares  issuable
upon exercise of the Option are then registered  under the Securities Act or, if
such shares are not then so  registered,  the Company has  determined  that such
exercise and issuance would be exempt from the registration  requirements of the
Securities  Act.  The  exercise  of the  Option  must  also  comply  with  other
applicable laws and regulations  governing the Option, and the Option may not be
exercised if the Company  determines  that the exercise would not be in material
compliance with such laws and regulations.

     7. Term.  The term of the Option  commences  on the Grant Date and  expires
upon the earliest of the following:

                  (a) three (3) months after the termination of Holder's
Continuous Service for any reason other than death or Disability, provided that
if during any part of such three-month period the Option is not exercisable
solely because of the condition set forth in Section 6, the Option shall not
expire until the earlier of the Expiration Date or until it shall have been
exercisable for an aggregate period of three (3) months after the termination of
Holder's Continuous Service;

                  (b) twelve (12) months after the termination of Holder's
Continuous Service due to Disability;

                  (c) eighteen (18) months after Holder's death if Holder dies
either during Holder's Continuous Service or within three (3) months after
Holder's Continuous Service terminates for reason other than Cause;

                  (d) the Expiration Date; or

                  (e) the tenth (10th) anniversary of the Grant Date.



                                       3
<PAGE>


     8. Exercise.

                  (a) The vested portion of the Option may be exercised during
its term by delivering a Notice of Exercise in the form attached hereto as
Exhibit A, together with the Exercise Price (payable in the manner set forth in
Section 4) to the Secretary of the Company, or to such other person as the
Company may designate, during regular business hours, together with such
additional documents as the Company may then require. The Option may also be
exercised in such other manner as the Company may designate or authorize.

                  (b) By exercising the Option, Holder agrees that, as a
condition to any exercise of the Option, the Company may require Holder to enter
an arrangement providing for the payment by Holder to the Company of any tax
withholding obligation of the Company arising by reason of (1) the exercise of
the Option or (2) the disposition of shares acquired upon such exercise.

     9. Adjustments Upon Changes in Stock.

                  (a) Capitalization Adjustments. If any change is made in the
Common Stock without the receipt of consideration by the Company (through
merger, consolidation, reorganization, recapitalization, reincorporation, stock
dividend, dividend in property other than cash, stock split, liquidating
dividend, combination of shares, exchange of shares, change in corporate
structure or other transaction not involving the receipt of consideration by the
Company), the number of Option Shares and the Exercise Price will be
appropriately adjusted by the Board, whose determination shall be final, binding
and conclusive. (The conversion of any convertible securities of the Company
shall not be treated as a transaction "without receipt of consideration" by the
Company.)

                  (b) Change in Control--Dissolution or Liquidation. In the
event of a dissolution or liquidation of the Company, the Option shall be
terminated if not exercised (if applicable) prior to such event.

                  (c) Change in Control--Asset Sale, Merger, Consolidation or
Reverse Merger. The Option will immediately vest 100% in the event of a change
in control of the Company consisting of: (1) a sale of substantially all of the
assets of the Company, (2) a merger or consolidation in which the Company is not
the surviving corporation or (3) a reverse merger in which the Company is the
surviving corporation but the shares of Common Stock outstanding immediately
preceding the merger are converted by virtue of the merger into other property,
whether in the form of securities, cash or otherwise.

     10. Transferability.  The Option is not transferable,  except by will or by
the laws of descent and  distribution,  and is exercisable  during Holder's life
only by Holder.  Notwithstanding the foregoing,  by delivering written notice to
the Company, in a form satisfactory to the Company, Holder may designate a third
party who,  in the event of  Holder's  death,  shall  thereafter  be entitled to
exercise the Option.

                                       4
<PAGE>

     11. Not a Service Contract.  This Agreement is not an employment or service
contract,  and  nothing in this  Agreement  shall be deemed to create in any way
whatsoever  any  obligation  on  Holder's  part to continue in the employ of the
Company, or of the Company to continue Holder's employment. In addition, nothing
in this Agreement shall obligate the Company, its shareholders,  Board, officers
or employees to continue any  relationship  that Holder might have as a director
or consultant for the Company.

     12. Withholding Obligations.

                  (a) At the time the Option is exercised, in whole or in part,
or at any time thereafter as requested by the Company, Holder hereby authorizes
withholding from payroll and any other amounts payable to Holder, and otherwise
agrees to make adequate provision for (including by means of a "cashless
exercise" pursuant to a program developed under Regulation T as promulgated by
the Federal Reserve Board to the extent permitted by the Company), any sums
required to satisfy the federal, state, local and foreign tax withholding
obligations of the Company, which arise in connection with the Option.

                  (b) The Option is not exercisable unless the tax withholding
obligations of the Company are satisfied. Accordingly, Holder may not be able to
exercise the Option when desired even though the Option is vested.

     13. No Rights As A Shareholder.  The Option shall not entitle the Holder to
any cash dividend,  voting or other right of a shareholder  unless and until the
date of issuance of the shares that are the subject of the Option.

     14. Professional  Advice. The acceptance and exercise of the Option and the
sale  of  Option  Shares  has  consequences  under  federal  and  state  tax and
securities  laws which may vary depending upon the individual  circumstances  of
the Holder. Accordingly, Holder acknowledges that he has been advised to consult
his personal  legal and tax advisor in  connection  with this  Agreement and his
dealings  with  respect  to the Option and the  Option  Shares.  Holder  further
acknowledges  that the  Company has made no  warranties  or  representations  to
Holder with respect to the income tax  consequences of the grant and exercise of
the Option or the sale of the Option  Shares and Holder is in no manner  relying
on the Company or its representatives for an assessment of such consequences.

     15.  Assignment;  Binding  Effect.  Subject to the limitations set forth in
this Agreement, this Agreement shall be binding upon and inure to the benefit of
the executors,  administrators,  heirs, legal representatives, and successors of
the  parties  hereto;  provided,  however,  that  Holder  may not  assign any of
Holder's rights under this Agreement.

     16.  Damages.  Holder  shall be  liable  to the  Company  for all costs and
damages,  including  incidental  and  consequential  damages,  resulting  from a
disposition  of Option Shares which is not in conformity  with the provisions of
this Agreement.

                                       5
<PAGE>

     17.  Governing Law. This  Agreement  shall be governed by, and construed in
accordance  with, the laws of the State of Washington  excluding those laws that
direct the application of the laws of another jurisdiction.

     18.  Notices.  All notices and other  communications  under this  Agreement
shall be in  writing.  Unless  and until  Holder is  notified  in writing to the
contrary, all notices, communications, and documents directed to the Company and
related to the Agreement,  if not delivered by hand, shall be mailed,  addressed
as follows:

                           General Counsel
                           F5 Networks, Inc.
                           401 Elliott Ave West
                           Seattle, WA  98119

Unless and until the Company is notified in writing to the contrary, all
notices, communications, and documents intended for Holder and related to this
Agreement, if not delivered by hand, shall be mailed to Holder's last known
address as shown on the Company's books. Notices and communications shall be
mailed by first class mail, postage prepaid. All mailings and deliveries related
to this Agreement shall be deemed received when actually received, if by hand
delivery, and five (5) business days after mailing, if by mail.

     19.  Amendment of this  Agreement.  The Board at any time, and from time to
time, may amend the terms of this Agreement;  provided, however, that the rights
under this Agreement shall not be impaired by any such amendment  unless (i) the
Company requests the consent of the Holder and (ii) Holder consents in writing.





                                       6
<PAGE>


         IN WITNESS WHEREOF, the parties have executed this Option Agreement as
of the Effective Date.

                                       F5 NETWORKS, INC.


                                       By
                                           ------------------------------------

                                       Title
                                            -----------------------------------


Holder hereby accepts and agrees to be bound by all of the terms and conditions
of this Agreement.


                                                     --------------------------
                                                     Holder


                                       7
<PAGE>



                                    EXHIBIT A

                               NOTICE OF EXERCISE

                   (To be signed only upon exercise of Option)


To:      F5 Networks, Inc.
         401 Elliott Ave West
         Seattle, WA  98119


         The undersigned, the holder of an option to purchase shares of common
stock of F5 Networks, Inc. pursuant to an Option Agreement dated as of
__________ __, ____ (the "Option Agreement") hereby irrevocably elects to
exercise the purchase right represented by the Option Agreement for, and to
purchase under that Option Agreement, __________ shares of Common Stock and
herewith makes payment of $_____________ for those shares and payment of
$___________ for holder's share of withholding and employment taxes resulting
from such exercise. Holder hereby confirms the representations, warranties and
agreements set forth in the Option Agreement.

         DATED: __________________, ____.


                                     HOLDER:



                                     ----------------------------------


                                     By:
                                         -------------------------------------
                                     Title:
                                            ----------------------------------

                                     ADDRESS:


                                     ----------------------------------
                                     ----------------------------------
                                     ----------------------------------

</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-23.1
<SEQUENCE>5
<FILENAME>exh231tos8jan2004.txt
<TEXT>
EXHIBIT 23.1

                       Consent of Independent Accountants


We hereby consent to the incorporation by reference in this Registration
Statement on Form S-8 of our report dated October 24, 2003 relating to the
consolidated financial statements and financial statement schedule, which
appear in the F5 Networks, Inc. Annual Report on Form 10-K for the year ended
September 30, 2003.




/s/ PricewaterhouseCoopers LLP
Seattle, Washington
January 16, 2004

</TEXT>
</DOCUMENT>
</SUBMISSION>
