FORM 3
        
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES

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Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940
                      

(Print or Type Responses)
1. Name and Address of Reporting Person *

STOCKDALE JEFF

2. Date of Event Requiring Statement (MM/DD/YYYY)
6/9/2003 

3. Issuer Name and Ticker or Trading Symbol

F5 NETWORKS INC [ffiv]

(Last)        (First)        (Middle)

4. Relationship of Reporting Person(s) to Issuer (Check all applicable)

_____ Director                                _____ 10% Owner
__ X __ Officer (give title below)                _____ Other (specify below)
Sr. VP Product Development /

(Street)

                  

(City)              (State)              (Zip)
5. If Amendment, Date Original Filed (MM/DD/YYYY)

 

6. Individual or Joint/Group Filing (Check Applicable Line)

_ X _ Form filed by One Reporting Person
___ Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Beneficially Owned
1.Title of Security
(Instr. 4) 		2. Amount of Securities Beneficially Owned
(Instr. 4) 		3. Ownership Form: Direct (D) or Indirect (I)
(Instr. 5) 		4. Nature of Indirect Beneficial Ownership
(Instr. 5)
Common Stock   3278   D    

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. SEC 1473 (7-02)
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Table II - Derivative Securities Beneficially Owned ( e.g. , puts, calls, warrants, options, convertible securities)
1. Title of Derivate Security
(Instr. 4) 		2. Date Exercisable and Expiration Date
(MM/DD/YYYY) 		3. Title and Amount of Securities Underlying Derivative Security
(Instr. 4) 		4. Conversion or Exercise Price of Derivative Security 5. Ownership Form of Derivative Security: Direct (D) or Indirect (I)
(Instr. 5) 		6. Nature of Indirect Beneficial Ownership
(Instr. 5)
Date Exercisable Expiration Date Title Amount or Number of Shares
Non-Qualified Stock Option (right to buy)   (1) 5/27/2001   4/27/2011   Common Stock   9000   $7   D    
Non-Qualified Stock Option (right to buy)   (2) 1/1/2002   1/1/2011   Common Stock   20000   $9.5   D    
Non-Qualified Stock Option (right to buy)   (3) 5/27/2000   5/27/2009   Common Stock   15000   $10   D    
Non-Qualified Stock Option (right to buy)   (4) 6/6/2002   5/6/2012   Common Stock   30000   $11.12   D    
Non-Qualified Stock Option (right to buy)   (5) 6/8/2003   5/8/2013   Common Stock   25000   $14.64   D    
Non-Qualified Stock Option (right to buy)   (6) 12/9/2003   6/9/2007   Common Stock   25000   $16.91   D    
Non-Qualified Stock Option (right to buy)   (7) 5/26/2001   5/26/2010   Common Stock   10000   $31   D    


Explanation of Responses:

(1)  Options vest monthly over a 2 year period following the date of grant.
(2)  Options vest 50% after one year and the remaining 50% vest after the second year.
(3)  Options vest 25% one year after the grant date and the remaining amount vest monthly for the following three years.
(4)  Options vest monthly over a 2 year period following the date of grant.
(5)  Options vest monthly over a 2 year period following the date of grant.
(6)  Options vest 12.5% 6 months from the date of grant and the remaining amount vests monthly over the following 42 months.
(7)  Options vest 25% one year after the grant date and the remaining amount vests monthly for the following three years.

Reporting Owners

Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
STOCKDALE JEFF

Sr. VP Product Development

Signatures

/s/ Jeff Stockdale 6/18/2003
** Signature of Reporting Person Date

* If the form is filed by more than one reporting person, see Instruction 5(b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).

Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.

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