EXHIBIT 10.38

                                  July 18, 2006

Mr. Paul Sagan
[address]

      Re: Amendment to Employment Agreement

Dear Paul:

      In accordance with Section 9 of your January 4, 2005 Employment Agreement
with Akamai Technologies, Inc. (the "Company"), the following sets forth an
amendment thereto.

     Section 5, second  paragraph,  is hereby amended in its entirety to read as
follows:

            5. Termination of Employment.

            If you terminate your employment for "Good Reason" following a
   "Change of Control" as those terms are defined in the Initial Option
   Agreement and any Additional Option Agreement (together, the "Option
   Agreements"), in addition to any rights you have under the Option Agreements,
   vesting of all outstanding unvested options held by you as of the termination
   date shall automatically accelerate in full. You shall also be entitled to
   lump sum cash payments equal to: two (2) years of your then-current
   annualized base salary and an award equal to two (2) times your
   then-applicable annual incentive bonus at target. For purposes of this
   paragraph 5, "bonus at target" shall be as set forth in the terms of the
   then-applicable annual incentive bonus plan. Provisions in restricted stock
   unit agreements you have entered into with the Company that relate to the
   effect of a termination of employment are not amended by this Section 5 and
   shall continue in effect.

      Except as set forth herein, the terms of the Employment Agreement, as
previously amended, remain in full force and effect, without amendment. Please
sign below to indicate your acceptance of the terms of this amendment to your
Employment Agreement.

                            Very truly yours,

                            AKAMAI TECHNOLOGIES, INC.

                            By:  /s/ George H. Conrades
                                 -------------------------------------------
                                 George H. Conrades, Executive Chairman

      I accept the foregoing amendment to my Employment Agreement with the
Company.

                            /s/ Paul Sagan
                            ------------------------------------------------
                            Paul Sagan

                            Date:  August 9, 2006