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
  
  
  
                                  April 26, 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.
  
       Attached hereto as Exhibit 99.01 and incorporated by reference herein is
  financial information for Exodus Communications, Inc. (the "Company") for the
  quarter ended March 31, 2001.  Such information was previously presented in a
  press release issued by the Company on April 26, 2001.
  
       Effective April 30, 2001, the Company implemented changes to its
  organizational structure and management responsibilities.  Associated with these
  changes, Donald Casey, President and Chief Operating Officer, and Beverly Brown,
  Executive Vice President and Chief Marketing Officer, both resigned.  Laurie
  Priddy, the Company's Senior Vice President, Operations, was promoted to
  Executive Vice President, North American Operations.  Ms. Priddy originally
  joined the Company from GlobalCenter Inc., where she was Chief Operating
  Officer.  Dick Mattern, who has joined the Company from Siemens Information and
  Communication Networks where he was Senior Vice President of its venture arm,
  Mustang Ventures, will serve as Executive Vice President, Business Development
  and Strategic Planning.
  
       On April 30, 2001, the Company issued a press release announcing that Dick
  Stoltz, the Company's senior advisor for strategy and finance and former Chief
  Financial Officer and Chief Operating Officer, has resumed his responsibilities
  as Chief Financial Officer and Executive Vice President, Finance on a temporary
  basis.  R. Marshall Case, who succeeded Stoltz, is leaving the Company for
  personal reasons.  A copy of the press release is filed as Exhibit 99.02 and
  incorporated herein by reference.
  
  ITEM 7: FINANCIAL STATEMENTS AND EXHIBITS.
  
  (c)  Exhibits.
  
       The following exhibits are filed herewith:
  
       99.01  Financial information for the Company for the quarter ended March
              31, 2001.
  
       99.02  Press release dated April 30, 2001.
  <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: May 1, 2001
  
                                EXODUS COMMUNICATIONS, INC.
  
  
                                By: /s/ Adam W. Wegner
                                   ---------------------------------------------
                                    Adam W. Wegner, Senior Vice President, Legal
                                    and Corporate Affairs, General Counsel and
                                    Secretary
  <PAGE>
  
                                   EXHIBIT INDEX
                                   -------------
  
  
    99.01  Financial information for the Company for the quarter ended March 31,
           2001.
  
    99.02  Press release dated April 30, 2001.
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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
  
                                  April 26, 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.
  
       Attached hereto as Exhibit 99.01 and incorporated by reference herein is
  financial information for Exodus Communications, Inc. (the "Company") for the
  quarter ended March 31, 2001.  Such information was previously presented in a
  press release issued by the Company on April 26, 2001.
  
       Effective April 30, 2001, the Company implemented changes to its
  organizational structure and management responsibilities.  Associated with these
  changes, Donald Casey, President and Chief Operating Officer, and Beverly Brown,
  Executive Vice President and Chief Marketing Officer, both resigned.  Laurie
  Priddy, the Company's Senior Vice President, Operations, was promoted to
  Executive Vice President, North American Operations.  Ms. Priddy originally
  joined the Company from GlobalCenter Inc., where she was Chief Operating
  Officer.  Dick Mattern, who has joined the Company from Siemens Information and
  Communication Networks where he was Senior Vice President of its venture arm,
  Mustang Ventures, will serve as Executive Vice President, Business Development
  and Strategic Planning.
  
       On April 30, 2001, the Company issued a press release announcing that Dick
  Stoltz, the Company's senior advisor for strategy and finance and former Chief
  Financial Officer and Chief Operating Officer, has resumed his responsibilities
  as Chief Financial Officer and Executive Vice President, Finance on a temporary
  basis.  R. Marshall Case, who succeeded Stoltz, is leaving the Company for
  personal reasons.  A copy of the press release is filed as Exhibit 99.02 and
  incorporated herein by reference.
  
  ITEM 7: FINANCIAL STATEMENTS AND EXHIBITS.
  
  (c)  Exhibits.
  
       The following exhibits are filed herewith:
  
       99.01  Financial information for the Company for the quarter ended March
              31, 2001.
  
       99.02  Press release dated April 30, 2001.
  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: May 1, 2001
  
                                EXODUS COMMUNICATIONS, INC.
  
                                By: /s/ Adam W. Wegner
                                   ---------------------------------------------
                                    Adam W. Wegner, Senior Vice President, Legal
                                    and Corporate Affairs, General Counsel and
                                    Secretary
  EXHIBIT INDEX
                                   -------------
  
    99.01  Financial information for the Company for the quarter ended March 31,
           2001.
  
    99.02  Press release dated April 30, 2001.