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
  
  
  
                                  June 20, 2000
            ---------------------------------------------------------
                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 June 20, 2000, the Company issued a press release announcing that
  it intends, subject to market and other conditions, to raise a total of $600
  million gross proceeds through a private offering of senior notes.  The senior
  notes will be offered within the United States to qualified institutional buyers
  and outside the United States to certain non-U.S. investors.  A copy of the
  press release is filed as Exhibit 99.01 and incorporated herein by reference.
  
            On June 20, 2000, the Company issued a press release announcing that
  it intends to file a "Universal Shelf" registration statement with the
  Securities and Exchange Commission. Under the registration statement, Exodus
  will be able to sell up to $2.0 billion of new debt and equity securities
  in one or more public offerings over the next two years. A copy of the press
  release is filed as Exhibit 99.02 and incorporated herein by reference.
  
            On June 20, 2000, the Company issued a press release announcing that
  it expects to receive a commitment from a syndicate of banks under which it may
  obtain up to $750 million of financing under secured revolving and term loan
  arrangements. Under the facilities, Exodus would be permitted to borrow up to
  $250 million over the next five years on a revolving basis, and a wholly-
  owned subsidiary of Exodus could borrow up to $500 million in two tranches
  under secured term loans due in five and seven years, respectively. A copy of
  the press release is filed as Exhibit 99.03 and incorporated herein by
  reference.
  
  ITEM 7: FINANCIAL STATEMENTS AND EXHIBITS.
  
  (c)  Exhibits.
  
    99.01  Press release dated June 20, 2000.
  
    99.02  Press release dated June 20, 2000.
  
    99.03  Press release dated June 20, 2000.
  
  
  <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 thereunto duly authorized.
  
       Date: June 20, 2000
  
                                EXODUS COMMUNICATIONS, INC.
  
  
                                By: /s/ R. Marshall Case
                                    --------------------------------------
                                    R. Marshall Case
                                    Executive Vice President, Finance and Chief
                                    Financial Officer
                                    (Duly Authorized Officer and Chief Accounting
                                    Officer)
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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
  
                                  June 20, 2000
            ---------------------------------------------------------
                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 June 20, 2000, the Company issued a press release announcing that
  it intends, subject to market and other conditions, to raise a total of $600
  million gross proceeds through a private offering of senior notes.  The senior
  notes will be offered within the United States to qualified institutional buyers
  and outside the United States to certain non-U.S. investors.  A copy of the
  press release is filed as Exhibit 99.01 and incorporated herein by reference.
  
            On June 20, 2000, the Company issued a press release announcing that
  it intends to file a "Universal Shelf" registration statement with the
  Securities and Exchange Commission. Under the registration statement, Exodus
  will be able to sell up to $2.0 billion of new debt and equity securities
  in one or more public offerings over the next two years. A copy of the press
  release is filed as Exhibit 99.02 and incorporated herein by reference.
  
            On June 20, 2000, the Company issued a press release announcing that
  it expects to receive a commitment from a syndicate of banks under which it may
  obtain up to $750 million of financing under secured revolving and term loan
  arrangements. Under the facilities, Exodus would be permitted to borrow up to
  $250 million over the next five years on a revolving basis, and a wholly-
  owned subsidiary of Exodus could borrow up to $500 million in two tranches
  under secured term loans due in five and seven years, respectively. A copy of
  the press release is filed as Exhibit 99.03 and incorporated herein by
  reference.
  
  ITEM 7: FINANCIAL STATEMENTS AND EXHIBITS.
  
  (c)  Exhibits.
  
    99.01  Press release dated June 20, 2000.
  
    99.02  Press release dated June 20, 2000.
  
    99.03  Press release dated June 20, 2000.
  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 thereunto duly authorized.
  
       Date: June 20, 2000
  
                                EXODUS COMMUNICATIONS, INC.
  
                                By: /s/ R. Marshall Case
                                    --------------------------------------
                                    R. Marshall Case
                                    Executive Vice President, Finance and Chief
                                    Financial Officer
                                    (Duly Authorized Officer and Chief Accounting
                                    Officer)