1
                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549


                                  SCHEDULE 13G
                                 (RULE 13d-102)

             INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT
           TO RULES 13d-1(b), (c) AND (d) AND AMENDMENTS THERETO FILED
                            PURSUANT TO RULE 13d-2(b)


                                 Amendment No. 1


                            AKAMAI TECHNOLOGIES, INC.
                                (Name of Issuer)

                                  Common Stock
                         (Title of Class of Securities)

                                    00971T101
                                 (CUSIP Number)

                                December 31, 2000
             (Date of Event Which Requires Filing of this Statement)

Check the appropriate box to designate the rule pursuant to which this Schedule
is filed:

         / /  Rule 13d-1(b)

         / /  Rule 13d-1(c)

         /X/  Rule 13d-1(d)

*The remainder of this cover page shall be filled out for a reporting person's
initial filing on this form with respect to the subject class of securities, and
for any subsequent amendment containing information which would alter the
disclosures provided in a prior cover page.

The information required in the remainder of this cover page shall not be deemed
to be "filed" for the purpose of Section 18 of the Securities Exchange Act of
1934 or otherwise subject to the liabilities of that section of the Act but
shall be subject to all other provisions of the Act (however, see the Notes).
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CUSIP No. 00971T101                                            Page 2 of 5 pages

- --------------------------------------------------------------------------------
1.   Names of Reporting Persons
     I.R.S. Identification Nos. of above persons (entities only)

     F. Thomson Leighton
- --------------------------------------------------------------------------------
2.   Check the Appropriate Box if a Member of a Group (See Instructions)     (a)

                                                                             (b)
     Not applicable.
- --------------------------------------------------------------------------------
3.   SEC Use Only

- --------------------------------------------------------------------------------
4.   Citizenship or Place of Organization

     United States
- --------------------------------------------------------------------------------
                            5.   Sole Voting Power

                                 7,904,763 shares
                            ----------------------------------------------------
Number of Shares            6.   Shared Voting Power
Beneficially
Owned by Each                    0 shares
Reporting Person            ----------------------------------------------------
With:                       7.   Sole Dispositive Power

                                 7,904,763 shares
                            ----------------------------------------------------
                            8.   Shared Dispositive Power

                                 0 shares
- --------------------------------------------------------------------------------
9.   Aggregate Amount Beneficially Owned by Each Reporting Person

     7,904,763 shares
- --------------------------------------------------------------------------------
10.  Check if the Aggregate Amount in Row (9) Excludes Certain Shares
     (See Instructions)

     Not applicable.
- --------------------------------------------------------------------------------
11.  Percent of Class Represented by Amount in Row (9)

     7.3%
- --------------------------------------------------------------------------------
12.  Type of Reporting Person (See Instructions)

     IN
- --------------------------------------------------------------------------------
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CUSIP No. 00971T101                                            Page 3 of 5 pages

ITEM 1(a).                 NAME OF ISSUER:

                           Akamai Technologies, Inc.

ITEM 1(b).                 ADDRESS OF ISSUER'S PRINCIPAL EXECUTIVE OFFICES:

                           500 Technology Square
                           Cambridge, MA 02139

ITEM 2(a).                 NAME OF PERSON FILING:

                           F. Thomson Leighton

ITEM 2(b).                 ADDRESS OF PRINCIPAL BUSINESS OFFICE OR, IF NONE,
                           RESIDENCE:

                           c/o Akamai Technologies, Inc.
                           500 Technology Square
                           Cambridge, MA 02139

ITEM 2(c).                 CITIZENSHIP:

                           F. Thomson Leighton is a citizen of the United
                           States.

ITEM 2(d).                 TITLE OF CLASS OF SECURITIES:

                           Common stock, $0.01 par value per share.

ITEM 2(e).                 CUSIP NUMBER:

                           00971T101

ITEM 3.                    IF THIS STATEMENT IS FILED PURSUANT TO RULE 13d-1(b),
                           OR 13d-2(b) OR (c), CHECK WHETHER THE PERSON FILING
                           IS A: Not applicable.

                           (a)  / / Broker or dealer registered under Section
                           15 of the Exchange Act;

                           (b)  / / Bank as defined in Section 3(a)(6) of the
                           Exchange Act;

                           (c)  / / Insurance company as defined in Section
                           3(a)(19) of the Exchange Act;

                           (d)  / / Investment company registered under Section
                           8 of the Investment Company Act;

                           (e)  / / An investment adviser in accordance with
                           Rule 13d-1(b)(1)(ii)(E);

                           (f)  / / An employee benefit plan or endowment fund
                           in accordance with Rule 13d-1(b)(1)(ii)(F);

                           (g)  / / A parent holding company or control person
                           in accordance with Rule 13d-1(b)(1)(ii)(G);

                           (h)  / / A savings association as defined in Section
                           3(b) of the Federal Deposit Insurance Act;

                           (i)  / / A church plan that is excluded from the
                           definition of an investment company
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CUSIP No. 00971T101                                            Page 4 of 5 pages


                           under Section 3(c)(14) of the Investment Company Act;

                           (j)  [ ] Group, in accordance with Rule
                           13d-1(b)(1)(ii)(J).

ITEM 4.                    OWNERSHIP:

                           (a)      Amount Beneficially Owned: 7,904,763 shares

                           (b)      Percent of Class: 7.3%

                           (c)      Number of shares as to which such person
                                    has:

                                    (i)      Sole power to vote or to direct the
                                             vote: 7,904,763 shares

                                    (ii)     Shared power to vote or to direct
                                             the vote: 0 shares

                                    (iii)    Sole power to dispose or to direct
                                             the disposition of: 7,904,763
                                             shares

                                    (iv)     Shared power to dispose or to
                                             direct the disposition of: 0 shares

ITEM 5.                    OWNERSHIP OF FIVE PERCENT OR LESS OF A CLASS:

                           If this statement is being filed to report the fact
                           that as of the date hereof the reporting person has
                           ceased to be the beneficial owner of more than five
                           percent of the class of securities, check the
                           following: [ ]

ITEM 6.                    OWNERSHIP OF MORE THAN FIVE PERCENT ON BEHALF OF
                           ANOTHER PERSON: Not applicable.

ITEM 7.                    IDENTIFICATION AND CLASSIFICATION OF THE SUBSIDIARY
                           WHICH ACQUIRED THE SECURITY BEING REPORTED ON BY THE
                           PARENT HOLDING COMPANY OR CONTROL PERSON:

                           Not applicable.

ITEM 8.                    IDENTIFICATION AND CLASSIFICATION OF MEMBERS OF THE
                           GROUP: Not applicable.

ITEM 9.                    NOTICE OF DISSOLUTION OF GROUP:  Not applicable.

ITEM 10.                   CERTIFICATIONS: Not applicable.
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CUSIP No. 00971T101                                            Page 5 of 5 pages


                                    SIGNATURE

         After reasonable inquiry and to the best of my knowledge and belief, I
certify that the information set forth in this statement is true, complete and
correct.



Dated:  February 14, 2001                 /s/ F. Thomson Leighton
                                          -----------------------------
                                          F. Thomson Leighton
                                          Chief Scientist and Director