content: <PAGE>
   
                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C.  20549
  
  
                                    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)      January 26, 1999
                                                        ----------------
  
  
  
                           EXODUS COMMUNICATIONS, INC.
                           ---------------------------
             (Exact name of registrant as specified in its charter)
  
  <TABLE>
  <CAPTION>
   
   
        <S>                             <C>           <C>
                  Delaware                0-23795         77-0403076
        ------------------------------  -----------   ------------------
         (State or other jurisdiction   (Commission    (I.R.S. Employer
             of incorporation)          File Number)  Identification No.)
   
  </TABLE>
  
                    2650 San Tomas Expressway
                     Santa Clara, California                95051
               ---------------------------------------    ----------
              (Address of principal executive offices)    (Zip Code)
  
  
  Registrant's telephone number, including area code      (408) 346-2200
                                                          --------------
  <PAGE>
   
  Item 5:  Other Events
           ------------
  
           Adoption of Stockholder Rights Plan.
           ----------------------------------- 
  
           On January 26, 1999, the Board of Directors of Exodus Communications,
  Inc. (the "Company") declared a dividend of one preferred share purchase right
  (a "Right") for each outstanding share of common stock, par value $0.001 per
  share (the "Common Shares"), of the Company. The dividend is payable to
  stockholders of record on February 11, 1999 (the "Record Date"). In addition,
  one Right shall be issued with each Common Share that becomes outstanding (i)
  between the Record Date and the earliest of the Distribution Date, the
  Redemption Date and the Final Expiration Date (as such terms are defined in
  the Rights Agreement) and (ii) following the Distribution Date and prior to
  the Redemption Date or Final Expiration Date, pursuant to the exercise of
  stock options or under any employee plan or arrangement or upon the exercise,
  conversion or exchange of other securities of the Company, which options or
  securities were outstanding prior to the Distribution Date. Each Right
  entitles the registered holder to purchase from the Company one one-hundredth
  of a share of Series A Junior Participating Preferred Stock, par value $0.001
  per share (the "Preferred Shares"), of the Company, at a price of $350.00,
  subject to adjustment. The description and terms of the Rights are set forth
  in a Rights Agreement (the "Rights Agreement") between the Company and
  BankBoston, N.A., as Rights Agent (the "Rights Agent"). A summary of the
  Rights and Rights Agreement is included as Exhibit C to the Rights Agreement,
  which is included as Exhibit 4.04 hereto.
  
  Item 7:  Financial Statements and Exhibits.
           --------------------------------- 
  
           (c)  Exhibits
                --------
  
                4.04  Rights Agreement dated January 27, 1999, between the
                      Registrant and BankBoston, N.A., as Rights Agent, which
                      includes as Exhibit A the form of Certificate of
                                  ---------
                      Designations of Series A Junior Participating Preferred
                      Stock, as Exhibit B the Form of Right Certificate and as
                                ---------
                      Exhibit C the Summary of Rights to Purchase Preferred
                      ---------
                      Shares. (Incorporated by reference to the exhibit bearing
                      the same number in the Company's Registration Statement on
                      Form 8-A filed with the Securities and Exchange Commission
                      on January 29, 1999.)
  
                99.01 Press release of the Company dated January 27, 1999.
  
                                         2
  <PAGE>
   
                                    SIGNATURE
  
           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.
  
  Dated:  January 27, 1999
  
                                EXODUS COMMUNICATIONS, INC.
  
                                By:    /s/ Richard S. Stoltz
                                      ----------------------
                                      Richard S. Stoltz
                                      Chief Financial Officer and
                                       Chief Operating Officer
  
                                         3
  <PAGE>
   
                                  EXHIBIT INDEX
                                  -------------
  
  Exhibit
  -------
  
     4.04    Rights Agreement dated January 27, 1999, between the Registrant and
             BankBoston, N.A., as Rights Agent, which includes as Exhibit A the
                                                                  ---------
             form of Certificate of Designations of Series A Junior
             Participating Preferred Stock, as Exhibit B the Form of Right
                                               ---------
             Certificate and as Exhibit C the Summary of Rights to Purchase
                                ---------
             Preferred Shares. (Incorporated by reference to the exhibit bearing
             the same number in the Company's Registration Statement on Form 8-A
             filed with the Securities and Exchange Commission on January 29,
             1999.)
  
     99.01   Press release of the Company dated January 27, 1999.
metadata_documents: [{"type": "8-K", "sequence": "1", "description": "FORM 8-K", "secsgml_size_bytes": 5835}]
metadata_filer: {"company-data": {"conformed-name": "EXODUS COMMUNICATIONS INC", "cik": "0001013740", "assigned-sic": "4813", "irs-number": "770403076", "state-of-incorporation": "DE", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "8-K", "act": "34", "file-number": "000-23795", "film-number": "99517309"}, "business-address": {"street1": "2650 SAN TOMAS EXPRESSWAY", "city": "SANTA CLARA", "state": "CA", "zip": "95051", "phone": "4083462200"}}
text: SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C.  20549
  
                                    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)      January 26, 1999
                                                        ----------------
  
                           EXODUS COMMUNICATIONS, INC.
                           ---------------------------
             (Exact name of registrant as specified in its charter)
  Delaware                0-23795         77-0403076
        ------------------------------  -----------   ------------------
         (State or other jurisdiction   (Commission    (I.R.S. Employer
             of incorporation)          File Number)  Identification No.)
  2650 San Tomas Expressway
                     Santa Clara, California                95051
               ---------------------------------------    ----------
              (Address of principal executive offices)    (Zip Code)
  
  Registrant's telephone number, including area code      (408) 346-2200
                                                          --------------
  Item 5:  Other Events
           ------------
  
           Adoption of Stockholder Rights Plan.
           ----------------------------------- 
  
           On January 26, 1999, the Board of Directors of Exodus Communications,
  Inc. (the "Company") declared a dividend of one preferred share purchase right
  (a "Right") for each outstanding share of common stock, par value $0.001 per
  share (the "Common Shares"), of the Company. The dividend is payable to
  stockholders of record on February 11, 1999 (the "Record Date"). In addition,
  one Right shall be issued with each Common Share that becomes outstanding (i)
  between the Record Date and the earliest of the Distribution Date, the
  Redemption Date and the Final Expiration Date (as such terms are defined in
  the Rights Agreement) and (ii) following the Distribution Date and prior to
  the Redemption Date or Final Expiration Date, pursuant to the exercise of
  stock options or under any employee plan or arrangement or upon the exercise,
  conversion or exchange of other securities of the Company, which options or
  securities were outstanding prior to the Distribution Date. Each Right
  entitles the registered holder to purchase from the Company one one-hundredth
  of a share of Series A Junior Participating Preferred Stock, par value $0.001
  per share (the "Preferred Shares"), of the Company, at a price of $350.00,
  subject to adjustment. The description and terms of the Rights are set forth
  in a Rights Agreement (the "Rights Agreement") between the Company and
  BankBoston, N.A., as Rights Agent (the "Rights Agent"). A summary of the
  Rights and Rights Agreement is included as Exhibit C to the Rights Agreement,
  which is included as Exhibit 4.04 hereto.
  
  Item 7:  Financial Statements and Exhibits.
           --------------------------------- 
  
           (c)  Exhibits
                --------
  
                4.04  Rights Agreement dated January 27, 1999, between the
                      Registrant and BankBoston, N.A., as Rights Agent, which
                      includes as Exhibit A the form of Certificate of
                                  ---------
                      Designations of Series A Junior Participating Preferred
                      Stock, as Exhibit B the Form of Right Certificate and as
                                ---------
                      Exhibit C the Summary of Rights to Purchase Preferred
                      ---------
                      Shares. (Incorporated by reference to the exhibit bearing
                      the same number in the Company's Registration Statement on
                      Form 8-A filed with the Securities and Exchange Commission
                      on January 29, 1999.)
  
                99.01 Press release of the Company dated January 27, 1999.
  
                                         2
  SIGNATURE
  
           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.
  
  Dated:  January 27, 1999
  
                                EXODUS COMMUNICATIONS, INC.
  
                                By:    /s/ Richard S. Stoltz
                                      ----------------------
                                      Richard S. Stoltz
                                      Chief Financial Officer and
                                       Chief Operating Officer
  
                                         3
  EXHIBIT INDEX
                                  -------------
  
  Exhibit
  -------
  
     4.04    Rights Agreement dated January 27, 1999, between the Registrant and
             BankBoston, N.A., as Rights Agent, which includes as Exhibit A the
                                                                  ---------
             form of Certificate of Designations of Series A Junior
             Participating Preferred Stock, as Exhibit B the Form of Right
                                               ---------
             Certificate and as Exhibit C the Summary of Rights to Purchase
                                ---------
             Preferred Shares. (Incorporated by reference to the exhibit bearing
             the same number in the Company's Registration Statement on Form 8-A
             filed with the Securities and Exchange Commission on January 29,
             1999.)
  
     99.01   Press release of the Company dated January 27, 1999.