SECURITIES AND EXCHANGE COMMISSION

SCHEDULE TO
(RULE 14d-100)
TENDER OFFER STATEMENT UNDER SECTION 14(d)(1) OR 13(e)(1)
OF THE SECURITIES EXCHANGE ACT OF 1934
(AMENDMENT NO. 3)

Akamai Technologies, Inc.

Akamai Technologies, Inc.

5 1/2% Convertible Subordinated Notes due 2007

00971T AA 9
00971T AB 7
00971T AC 5

Amount Previously Paid: $12,956.66.       Filing party: Akamai Technologies, Inc.

Form or Registration No.: Schedule TO-I. Date filed: February 10, 2004, as amended February 19, 2004 and March 10, 2004.

Check the appropriate boxes below to designate any transactions to which the statement relates:

Check the following box if the filing is a final amendment reporting the results of the tender offer:   þ

INTRODUCTORY STATEMENT TO AMENDMENT NO. 3

     This Amendment No. 3, the final amendment in connection herewith, amends and supplements the Tender Offer Statement on Schedule TO filed by Akamai Technologies, Inc., a Delaware corporation (“Akamai”), with the Securities and Exchange Commission on February 10, 2004, as amended and supplemented on each of February 19, 2004 and March 10, 2004 (the “Schedule TO”), relating to an offer (the “Offer”) to purchase for cash, on terms and subject to the conditions set forth in the Offer to Purchase dated February 10, 2004 (as amended and supplemented, the “Offer to Purchase”), and the related Letter of Transmittal (as amended and supplemented, the “Letter of Transmittal”), up to $101,000,000 in aggregate principal amount of its outstanding 5 1/2% Convertible Subordinated Notes due 2007 (the “Notes”). Copies of the Offer to Purchase, the Letter of Transmittal, the Supplement to the Offer to Purchase and the Amended and Restated Letter of Transmittal were previously filed as exhibits (a)(1)(i), (a)(1)(ii), (a)(1)(vii) and (a)(1)(viii), respectively, to the Schedule TO. The Offer expired at 9:00 a.m., Eastern time, on March 24, 2004.

     Capitalized terms used in this amendment and not otherwise defined herein have the meanings given to them in the Offer to Purchase and the Schedule TO.

ITEM 4. TERMS OF THE TRANSACTION.

     The information set forth in Item 4(a) is hereby amended and supplemented by adding the following:

     “The Offer expired at 9:00 a.m., Eastern time, on Wednesday, March 24, 2004. Akamai has accepted for purchase $39,873,000 in aggregate principal amount of the Notes, which constituted all of the Notes validly tendered and not withdrawn, including $4,005,000 in principal amount of Notes subject to satisfactory delivery of Notes tendered by notice of guaranteed delivery, at a purchase price of $1,012.50 per $1,000 of principal amount of the Notes. The purchase price applies to all of the Notes accepted for payment pursuant to the Offer.

     On March 24, 2004 Akamai issued a press release announcing the final results of the Offer. A copy of this press release is filed as Exhibit (a)(5)(iii) to the Schedule TO and is incorporated herein by reference.” The press release, which was based on preliminary information about the aggregate principal amount of Notes tendered, overstated by $5,000 the aggregate principal amount of Notes tendered.

ITEM 11. ADDITIONAL INFORMATION.

     The information set forth in Item 11(b) is hereby amended and supplemented by incorporating by reference the information contained in Item 4 above.

ITEM 12. EXHIBITS.

     The information set forth in Item 12 is hereby amended and supplemented by adding immediately following the reference to Exhibit (a)(5)(iii) the following:

     “(a)(5)(iii) Press Release Regarding Results of the Offer dated March 24, 2004.”

SIGNATURE

     After due inquiry and to the best of my knowledge and belief, I certify that the information set forth in this Amendment No. 3 to Schedule TO is true, complete and correct.

Date: March 24, 2004

EXHIBIT INDEX

FOR IMMEDIATE RELEASE

AKAMAI ANNOUNCES RESULTS OF TENDER OFFER
FOR A PORTION OF ITS 5 1/2% CONVERTIBLE NOTES

CAMBRIDGE, MA, March 24, 2004 – Akamai Technologies, Inc. (Nasdaq: AKAM) today announced the results of its “Modified Dutch Auction” cash tender offer for up to $101 million in aggregate principal amount of its outstanding 5 1/2% Convertible Subordinated Notes due 2007. The offer expired at 9:00 a.m., Eastern time, on March 24, 2004.

In accordance with the terms of its offer, Akamai has accepted for payment $39,878,000 million in aggregate principal amount of the notes, which constitute all of the notes validly tendered and not withdrawn, including $4,005,000 in principal amount of notes subject to satisfactory delivery of notes tendered by notice of guaranteed delivery. Akamai will purchase the notes at a purchase price of $1,012.50 per $1,000 of principal amount of the notes.

The purchase price applies to all notes accepted for payment pursuant to the offer.

The Blackstone Group L.P. acted as dealer manager, Citigate Financial Services acted as the information agent, and U.S. Bank National Association is acting as the depositary in connection with the offer.

About Akamai

Akamai^® is the global leader in distributed computing solutions and services, making the Internet predictable, scalable, and secure for conducting profitable e-business. The Akamai on demand platform enables customers to easily extend their Web operations – with full control – anywhere, anytime, without the cost of building out infrastructure. Headquartered in Cambridge, Massachusetts, Akamai serves hundreds of today’s most successful enterprises and government agencies around the globe. Akamai is The Business Internet. For more information, visit www.akamai.com.

# # #