Sec Form 5 Filing - RUFFOLO MICHAEL @ AKAMAI TECHNOLOGIES INC - 2003-12-31

FORM 5 Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940

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1. Name and Address of Reporting Person RUFFOLO MICHAEL 2. Issuer Name and Ticker or Trading Symbol AKAMAI TECHNOLOGIES INC [ AKAM] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) _____ Director _____ 10% Owner X __ Officer (give title below) _____ Other (specify below) Chief Operating Officer (Last) (First) (Middle) 3. Date of Earliest Transaction (MM/DD/YY) 12/31/2003 (Street) 4. If Amendment, Date Original Filed (MM/DD/YY) 6. Individual or Joint/Group Filing (Check Applicable Line) __ X __ Form filed by One Reporting Person _____ Form filed by More than One Reporting Person (City) (State) (Zip)

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned 1.Title of Security (Instr. 3) 2. Transaction Date (MM/DD/YY) 2A. Deemed Execution Date, if any (MM/DD/YY) 3. Transaction Code (Instr. 8) 4. Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) 5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4) 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 7. Nature of Indirect Beneficial Ownership (Instr. 4) Code V Amount (A) or (D) Price Common Stock, par value $.01 per share 223,529 ( 1 ) D

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned ( e.g. , puts, calls, warrants, options, convertible securities) 1. Title of Derivative Security (Instr. 3) 2. Conversion or Exercise Price of Derivative Security 3. Transaction Date (MM/DD/YY) 3A. Deemed Execution Date, if any (MM/DD/YY) 4. Transaction Code (Instr. 8) 5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4, and 5) 6. Date Exercisable and Expiration Date (MM/DD/YY) 7. Title and Amount of Underlying Securities (Instr. 3 and 4) 8. Price of Derivative Security (Instr. 5) 9. Number of Derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) 10. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 4) 11. Nature of Indirect Beneficial Ownership (Instr. 4) Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares Stock Option (right to buy) $ 3.71 ( 2 ) 05/15/2013 Common Stock 575,000 575,000 D Stock Option (right to buy) $ 1.17 ( 3 ) 08/13/2011 Common Stock 38,419 38,419 D

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other RUFFOLO MICHAEL Chief Operating Officer Signatures /s/ Michael A. Ruffolo 01/30/2004 Signature of Reporting Person Date

Explanation of Responses:

( 1 )Includes 7,464 shares of common stock acquired on June 3, 2003 under the 1999 Employee Stock Purchase Plan of Akamai Technologies, Inc. (the "Akamai ESPP") and 7,464 shares of common stock acquired on December 3, 2003 under the Akamai ESPP. ( 2 )Options vest as follows: 25% on May 15, 2003 and the remaining 75% vests in equal installments of 6.25% each quarter thereafter, with the possibility of accelerated vesting of up to 25% if certain performance objectives are met. ( 3 )Options vest as follows: 50% on November 11, 2001 and the remaining 50% of the options vest on February 9, 2002

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.

* If the form is filed by more than one reporting person, see Instruction 4(b)(v).

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