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
  
  
  
                                 February 5, 2001
                 -----------------------------------------------
                 Date of Report (Date of Earliest Event Reported)
  
  
  
                            Exodus Communications, Inc.
               ----------------------------------------------------
              (Exact name of Registrant as specified in its charter)
  
  
  
          Delaware                    0-23795                 77-0403076
   ----------------------     ----------------------      ------------------
  (State of Incorporation)   (Commission file number)      (I.R.S. Employer
                                                          Identification No.)
  
  
  
                          2831 Mission College Boulevard
                           Santa Clara, California 95054
            ----------------------------------------------------------
           (Address of principal executive offices, including zip code)
  
  
  
                                  (408) 346-2200
                --------------------------------------------------
               (Registrant's telephone number, including area code)
  <PAGE>
  
  ITEM 5:  OTHER EVENTS.
  
       On February 5, 2001, Exodus Communications, Inc. (the "Company") entered
  into an Underwriting Agreement (the "Equity Underwriting Agreement") with the
  representatives of the underwriters named therein in connection with the
  offering (the "Equity Offering") of 13,000,000 shares of the Company's common
  stock, par value $.001 per share (the "Common Stock").  An additional 1,950,000
  shares of Common Stock are subject to an over-allotment option granted to the
  underwriters in the Equity Underwriting Agreement.  A copy of the Equity
  Underwriting Agreement is attached hereto as Exhibit 1.01 and is incorporated
  herein by reference.  On February 9, 2001, the Equity Offering was consummated,
  and the Company issued 13,000,000 shares of Common Stock.  A copy of the
  February 5, 2001 press release announcing this offering is attached hereto as
  Exhibit 99.01 and is incorporated herein by reference.
  
       On February 5, 2000, the Company also entered into an underwriting
  agreement (the "Notes Underwriting Agreement") with the representatives of the
  underwriters named therein in connection with the offering (the "Notes Offering"
  and, together with the Equity Offering, the "Offerings") of $500,000,000
  aggregate principal amount of its 5 1/4% Convertible Subordinated Notes due
  February 15, 2008 (the "Notes"), which are convertible into shares of Common
  Stock.  An additional $75,000,000 aggregate principal amount of the Notes is
  subject to an over-allotment option granted to the underwriters in the Notes
  Underwriting Agreement.  A copy of the Notes Underwriting Agreement is attached
  hereto as Exhibit 1.02 and is incorporated herein by reference.  The Notes are
  being issued pursuant to a Subordinated Indenture, dated as of February 9, 2001,
  (a form of which was filed as an exhibit to the Company's Registration Statement
  on Form S-3 (File No. 333-40340) (the "Registration Statement") and a copy of
  which is filed as Exhibit 4.01 and is incorporated herein by reference), and a
  Supplemental Subordinated Indenture, dated as of February 9, 2001 (the
  "Supplemental Indenture").  A copy of the Supplemental Indenture is attached
  hereto as Exhibit 4.02 and is incorporated herein by reference.  On February 9,
  2001, the Notes Offering was consummated, and the Company issued $500,000,000
  aggregate principal amount of the Notes.  A copy of the February 5, 2001 press
  release announcing this offering is attached hereto as Exhibit 99.01 and is
  incorporated by herein by reference.
  
       The Offerings were made pursuant to the Company's Registration Statement
  and under the Securities Act of 1933, as amended.  The Registration Statement
  provides that the Company may from time to time offer its debt and equity
  securities with an aggregate public offering price of up to $2.0 billion.
  
  ITEM 7: FINANCIAL STATEMENTS AND EXHIBITS.
  
  (a)  Financial Statements of Business Acquired
  
       Not applicable.
  
                                         2
  <PAGE>
  
  (b)  Pro Forma Financial Information
  
       Not applicable.
  
  (c)  Exhibits.
  
       The following exhibits are filed herewith:
  
     1.01 Underwriting Agreement with respect to the Registrant's Common Stock by
          and among Exodus Communications, Inc. and Goldman, Sachs & Co. and
          Merrill Lynch, Pierce, Fenner & Smith Incorporated, as representatives
          of the Underwriters, dated February 5, 2001 (Filed herewith).
  
     1.02 Underwriting Agreement with respect to the Registrant's 5 1/4%
          Convertible Subordinated Notes due February 15, 2008, by and among
          Exodus Communications, Inc. and Goldman, Sachs & Co. and Merrill Lynch,
          Pierce, Fenner & Smith Incorporated, as representatives of the
          Underwriters, dated February 5, 2001 (Filed herewith).
  
     4.01 Base Subordinated Indenture dated as of February 9, 2001, with respect
          to the Registrant's Subordinated Debt Securities, between the Registrant
          and HSBC Bank USA, as trustee (Filed herewith).
  
     4.02 Supplemental Subordinated Indenture, dated as of February 9, 2001, with
          respect to the Registrant's 5 1/4% Convertible Subordinated Notes due
          February 15, 2008, between the Registrant and HSBC Bank USA, as trustee
          (Filed herewith).
  
     4.03 Form of Registrant's 5 1/4% Convertible Subordinated Note due February
          15, 2008 (Filed herewith).
  
     5.01 Opinion of Fenwick & West LLP (Filed herewith).
  
     5.02 Opinion of Orrick, Herrington & Sutcliff LLP (Filed herewith).
  
    99.01 Press release of the Registrant dated February 5, 2001 (Filed herewith).
  
                                         3
  <PAGE>
  
                                    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.
  
       Date: February 23, 2001
  
                                        EXODUS COMMUNICATIONS, INC.
  
  
                                        By:  /s/ Adam W. Wegner
                                           -------------------------------
                                           Adam W. Wegner, Senior Vice President,
                                           Legal and Corporate Affairs,
                                           General Counsel and Secretary
  
                                         4
  <PAGE>
  
                                   EXHIBIT INDEX
  
  <TABLE>
  <CAPTION>
                   EXHIBIT NO.                                EXHIBIT TITLE
  <S>                                     <C>
                     1.01                 Underwriting Agreement with respect to the
                                          Registrant's Common Stock by and among Exodus
                                          Communications, Inc. and Goldman, Sachs & Co. and
                                          Merrill Lynch, Pierce, Fenner & Smith Incorporated,
                                          as representatives of the Underwriters, dated
                                          February 5, 2001 (Filed herewith).
  
                     1.02                 Underwriting Agreement with respect to the
                                          Registrant's 5 1/4% Convertible Subordinated Notes
                                          due February 15, 2008, by and among Exodus
                                          Communications, Inc. and Goldman, Sachs & Co. and
                                          Merrill Lynch, Pierce, Fenner & Smith Incorporated,
                                          as representatives of the Underwriters, dated
                                          February 5, 2001 (Filed herewith).
  
                     4.01                 Base Subordinated Indenture dated as of February 9,
                                          2001, with respect to the Registrant's Subordinated
                                          Debt Securities, between the Registrant and HSBC Bank
                                          USA, as trustee (Filed herewith).
  
                     4.02                 Supplemental Subordinated Indenture, dated as of
                                          February 9, 2001, with respect to the Registrant's 5
                                          1/4% Convertible Subordinated Notes due February 15,
                                          2008, between the Registrant and HSBC Bank USA, as
                                          trustee (Filed herewith).
  
                     4.03                 Form of Registrant's 5 1/4% Convertible Subordinated Note due
                                          February 15, 2008 (Filed herewith).
  
                     5.01                 Opinion of Fenwick & West LLP (Filed herewith).
  
                     5.02                 Opinion of Orrick, Herrington & Sutcliff LLP (Filed herewith).
  
                     99.01                Press release of the Registrant dated February 5, 2001 (Filed herewith).
  </TABLE>
  
                                         5
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metadata_filer: {"company-data": {"conformed-name": "EXODUS COMMUNICATIONS INC", "cik": "0001013740", "assigned-sic": "7389", "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": "1553447"}, "business-address": {"street1": "2831 MISSION COLLEGE BLVD", "city": "SANTA CLARA", "state": "CA", "zip": "95054", "phone": "4083462200"}, "mail-address": {"street1": "2831 MISSION COLLEGE BLVD", "city": "SANTA CLARA", "state": "CA", "zip": "95054"}}
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
  
                                 February 5, 2001
                 -----------------------------------------------
                 Date of Report (Date of Earliest Event Reported)
  
                            Exodus Communications, Inc.
               ----------------------------------------------------
              (Exact name of Registrant as specified in its charter)
  
          Delaware                    0-23795                 77-0403076
   ----------------------     ----------------------      ------------------
  (State of Incorporation)   (Commission file number)      (I.R.S. Employer
                                                          Identification No.)
  
                          2831 Mission College Boulevard
                           Santa Clara, California 95054
            ----------------------------------------------------------
           (Address of principal executive offices, including zip code)
  
                                  (408) 346-2200
                --------------------------------------------------
               (Registrant's telephone number, including area code)
  ITEM 5:  OTHER EVENTS.
  
       On February 5, 2001, Exodus Communications, Inc. (the "Company") entered
  into an Underwriting Agreement (the "Equity Underwriting Agreement") with the
  representatives of the underwriters named therein in connection with the
  offering (the "Equity Offering") of 13,000,000 shares of the Company's common
  stock, par value $.001 per share (the "Common Stock").  An additional 1,950,000
  shares of Common Stock are subject to an over-allotment option granted to the
  underwriters in the Equity Underwriting Agreement.  A copy of the Equity
  Underwriting Agreement is attached hereto as Exhibit 1.01 and is incorporated
  herein by reference.  On February 9, 2001, the Equity Offering was consummated,
  and the Company issued 13,000,000 shares of Common Stock.  A copy of the
  February 5, 2001 press release announcing this offering is attached hereto as
  Exhibit 99.01 and is incorporated herein by reference.
  
       On February 5, 2000, the Company also entered into an underwriting
  agreement (the "Notes Underwriting Agreement") with the representatives of the
  underwriters named therein in connection with the offering (the "Notes Offering"
  and, together with the Equity Offering, the "Offerings") of $500,000,000
  aggregate principal amount of its 5 1/4% Convertible Subordinated Notes due
  February 15, 2008 (the "Notes"), which are convertible into shares of Common
  Stock.  An additional $75,000,000 aggregate principal amount of the Notes is
  subject to an over-allotment option granted to the underwriters in the Notes
  Underwriting Agreement.  A copy of the Notes Underwriting Agreement is attached
  hereto as Exhibit 1.02 and is incorporated herein by reference.  The Notes are
  being issued pursuant to a Subordinated Indenture, dated as of February 9, 2001,
  (a form of which was filed as an exhibit to the Company's Registration Statement
  on Form S-3 (File No. 333-40340) (the "Registration Statement") and a copy of
  which is filed as Exhibit 4.01 and is incorporated herein by reference), and a
  Supplemental Subordinated Indenture, dated as of February 9, 2001 (the
  "Supplemental Indenture").  A copy of the Supplemental Indenture is attached
  hereto as Exhibit 4.02 and is incorporated herein by reference.  On February 9,
  2001, the Notes Offering was consummated, and the Company issued $500,000,000
  aggregate principal amount of the Notes.  A copy of the February 5, 2001 press
  release announcing this offering is attached hereto as Exhibit 99.01 and is
  incorporated by herein by reference.
  
       The Offerings were made pursuant to the Company's Registration Statement
  and under the Securities Act of 1933, as amended.  The Registration Statement
  provides that the Company may from time to time offer its debt and equity
  securities with an aggregate public offering price of up to $2.0 billion.
  
  ITEM 7: FINANCIAL STATEMENTS AND EXHIBITS.
  
  (a)  Financial Statements of Business Acquired
  
       Not applicable.
  
                                         2
  (b)  Pro Forma Financial Information
  
       Not applicable.
  
  (c)  Exhibits.
  
       The following exhibits are filed herewith:
  
     1.01 Underwriting Agreement with respect to the Registrant's Common Stock by
          and among Exodus Communications, Inc. and Goldman, Sachs & Co. and
          Merrill Lynch, Pierce, Fenner & Smith Incorporated, as representatives
          of the Underwriters, dated February 5, 2001 (Filed herewith).
  
     1.02 Underwriting Agreement with respect to the Registrant's 5 1/4%
          Convertible Subordinated Notes due February 15, 2008, by and among
          Exodus Communications, Inc. and Goldman, Sachs & Co. and Merrill Lynch,
          Pierce, Fenner & Smith Incorporated, as representatives of the
          Underwriters, dated February 5, 2001 (Filed herewith).
  
     4.01 Base Subordinated Indenture dated as of February 9, 2001, with respect
          to the Registrant's Subordinated Debt Securities, between the Registrant
          and HSBC Bank USA, as trustee (Filed herewith).
  
     4.02 Supplemental Subordinated Indenture, dated as of February 9, 2001, with
          respect to the Registrant's 5 1/4% Convertible Subordinated Notes due
          February 15, 2008, between the Registrant and HSBC Bank USA, as trustee
          (Filed herewith).
  
     4.03 Form of Registrant's 5 1/4% Convertible Subordinated Note due February
          15, 2008 (Filed herewith).
  
     5.01 Opinion of Fenwick & West LLP (Filed herewith).
  
     5.02 Opinion of Orrick, Herrington & Sutcliff LLP (Filed herewith).
  
    99.01 Press release of the Registrant dated February 5, 2001 (Filed herewith).
  
                                         3
  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.
  
       Date: February 23, 2001
  
                                        EXODUS COMMUNICATIONS, INC.
  
                                        By:  /s/ Adam W. Wegner
                                           -------------------------------
                                           Adam W. Wegner, Senior Vice President,
                                           Legal and Corporate Affairs,
                                           General Counsel and Secretary
  
                                         4
  EXHIBIT INDEX
  EXHIBIT NO.                                EXHIBIT TITLE
  1.01                 Underwriting Agreement with respect to the
                                          Registrant's Common Stock by and among Exodus
                                          Communications, Inc. and Goldman, Sachs & Co. and
                                          Merrill Lynch, Pierce, Fenner & Smith Incorporated,
                                          as representatives of the Underwriters, dated
                                          February 5, 2001 (Filed herewith).
  
                     1.02                 Underwriting Agreement with respect to the
                                          Registrant's 5 1/4% Convertible Subordinated Notes
                                          due February 15, 2008, by and among Exodus
                                          Communications, Inc. and Goldman, Sachs & Co. and
                                          Merrill Lynch, Pierce, Fenner & Smith Incorporated,
                                          as representatives of the Underwriters, dated
                                          February 5, 2001 (Filed herewith).
  
                     4.01                 Base Subordinated Indenture dated as of February 9,
                                          2001, with respect to the Registrant's Subordinated
                                          Debt Securities, between the Registrant and HSBC Bank
                                          USA, as trustee (Filed herewith).
  
                     4.02                 Supplemental Subordinated Indenture, dated as of
                                          February 9, 2001, with respect to the Registrant's 5
                                          1/4% Convertible Subordinated Notes due February 15,
                                          2008, between the Registrant and HSBC Bank USA, as
                                          trustee (Filed herewith).
  
                     4.03                 Form of Registrant's 5 1/4% Convertible Subordinated Note due
                                          February 15, 2008 (Filed herewith).
  
                     5.01                 Opinion of Fenwick & West LLP (Filed herewith).
  
                     5.02                 Opinion of Orrick, Herrington & Sutcliff LLP (Filed herewith).
  
                     99.01                Press release of the Registrant dated February 5, 2001 (Filed herewith).
  5