UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of Earliest Event Reported):
June 8, 2005

F5 Networks, Inc.

401 Elliott Avenue West
Seattle, WA 98119

Registrant’s telephone number, including area code          (206) 272-5555

Not Applicable

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 5.02 Departure of Directors or Principal Officers; Election of Directors; Appointment of Principal Officers

On June 8, 2005, Steven B. Coburn, the Company’s Chief Financial Officer, advised the Company that he intends to resign for personal reasons. It is anticipated that Mr. Coburn’s resignation will be effective in August 2005.

Item 7.01. Regulation FD Disclosure.

On June 13, 2005, the Company issued a press release reaffirming its previous guidance regarding its third quarter revenues and earnings. A copy of the press release is included as an exhibit to this filing.

Item 9.01. Financial Statements and Exhibits.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.