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
  
                                  March 22, 2000
                 ------------------------------------------------
                 Date of Report (Date of Earliest Event Reported)
  
                            Exodus Communications, Inc.
              ------------------------------------------------------
              (Exact name of Registrant as specified in its charter)
  <TABLE>
  <S>                       <C>                       <C>
        Delaware                  0-23795                   77-0403076
  ------------------------  ------------------------  -------------------------
  (State of incorporation)  (Commission file number)  (I.R.S. Employer Identification No.)
  </TABLE>
  
                           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 March 22, 2000, Exodus Communications, Inc., a Delaware corporation
  (the "Company") entered into common stock purchase agreements with Mirror Image
  Internet, Inc., a Delaware corporation ("MII") and Xcelera.com Inc., a Cayman
  Islands corporation ("Xcelera").  Pursuant to the terms of the common stock
  purchase agreement among the Company, MII and Xcelera, the Company agreed,
  subject to the terms and conditions of the common stock purchase agreement, to
  purchase 8,213,552 shares of MII common stock from MII in consideration for
  $50.0 million in cash and 734,950 shares of the Company's common stock.
  Pursuant to the terms of the common stock purchase agreement between the Company
  and Xcelera, the Company agreed, subject to the terms and conditions of the
  common stock purchase agreement, to purchase 24,512,320 shares of common stock
  of MII from Xcelera in consideration for $25.0 million in cash and 3,023,318
  shares of the Company's common stock.  Following the completion of the stock
  sales, the Company will hold approximately 15% of the outstanding shares of
  MII common stock on a fully diluted basis.  MII granted the Company certain
  registration rights with respect to the shares of MII common stock to be issued
  to the Company, and the Company granted MII and Xcelera certain registration
  rights with respect to the shares of the Company's common stock to be issued to
  MII and Xcelera. The Company also entered into a commercial agreement with MII
  pursuant to which the Company will offer MII's content distribution services.
  
       Completion of the stock sales is subject to the satisfaction or waiver of
  various conditions, including the expiration or early termination of the waiting
  period under the Hart-Scott-Rodino Antitrust Improvements Act.
  
       Copies of the common stock purchase agreements are included in this report
  as Exhibits 2.01 and 2.02. In addition, a copy of the press release relating to
  the common stock purchase agreements and the commercial agreement is attached as
  Exhibit 99.01. The foregoing description is qualified in its entirety by
  reference to the full text of such exhibits.
  
  ITEM 7:  FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS.
  
       (c)  Exhibits
            --------
  
  
       The following exhibits are filed herewith:
  
       2.01  Common Stock Purchase Agreement dated as of March 22, 2000 among
             Exodus Communications, Inc., Mirror Image Internet, Inc. and
             Xcelera.com Inc.
  
       2.02  Common Stock Purchase Agreement dated as of March 22, 2000 between
             Exodus Communications, Inc. and Xcelera.com Inc.
  
      99.01  Press release dated March 22, 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:  April 6, 2000
  
                                EXODUS COMMUNICATIONS, INC.
  
                                By:   /s/ R. Marshall Case
                                      -----------------------------------------
                                      R. Marshall Case, Chief Financial Officer
  <PAGE>
  
                                   Exhibit Index
                                   -------------
  
  Number     Description
  ------     -----------
  
   2.01   Common Stock Purchase Agreement dated as of March 22, 2000 among Exodus
          Communications, Inc., Mirror Image Internet, Inc. and Xcelera.com Inc.
  
   2.02   Common Stock Purchase Agreement dated as of March 22, 2000 between
          Exodus Communications, Inc. and Xcelera.com Inc.
  
  99.01   Press release dated March 22, 2000.
metadata_documents: [{"type": "8-K", "sequence": "1", "description": "FORM 8-K", "secsgml_size_bytes": 5162}]
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": "595330"}, "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
  
                                  March 22, 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 March 22, 2000, Exodus Communications, Inc., a Delaware corporation
  (the "Company") entered into common stock purchase agreements with Mirror Image
  Internet, Inc., a Delaware corporation ("MII") and Xcelera.com Inc., a Cayman
  Islands corporation ("Xcelera").  Pursuant to the terms of the common stock
  purchase agreement among the Company, MII and Xcelera, the Company agreed,
  subject to the terms and conditions of the common stock purchase agreement, to
  purchase 8,213,552 shares of MII common stock from MII in consideration for
  $50.0 million in cash and 734,950 shares of the Company's common stock.
  Pursuant to the terms of the common stock purchase agreement between the Company
  and Xcelera, the Company agreed, subject to the terms and conditions of the
  common stock purchase agreement, to purchase 24,512,320 shares of common stock
  of MII from Xcelera in consideration for $25.0 million in cash and 3,023,318
  shares of the Company's common stock.  Following the completion of the stock
  sales, the Company will hold approximately 15% of the outstanding shares of
  MII common stock on a fully diluted basis.  MII granted the Company certain
  registration rights with respect to the shares of MII common stock to be issued
  to the Company, and the Company granted MII and Xcelera certain registration
  rights with respect to the shares of the Company's common stock to be issued to
  MII and Xcelera. The Company also entered into a commercial agreement with MII
  pursuant to which the Company will offer MII's content distribution services.
  
       Completion of the stock sales is subject to the satisfaction or waiver of
  various conditions, including the expiration or early termination of the waiting
  period under the Hart-Scott-Rodino Antitrust Improvements Act.
  
       Copies of the common stock purchase agreements are included in this report
  as Exhibits 2.01 and 2.02. In addition, a copy of the press release relating to
  the common stock purchase agreements and the commercial agreement is attached as
  Exhibit 99.01. The foregoing description is qualified in its entirety by
  reference to the full text of such exhibits.
  
  ITEM 7:  FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS.
  
       (c)  Exhibits
            --------
  
       The following exhibits are filed herewith:
  
       2.01  Common Stock Purchase Agreement dated as of March 22, 2000 among
             Exodus Communications, Inc., Mirror Image Internet, Inc. and
             Xcelera.com Inc.
  
       2.02  Common Stock Purchase Agreement dated as of March 22, 2000 between
             Exodus Communications, Inc. and Xcelera.com Inc.
  
      99.01  Press release dated March 22, 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:  April 6, 2000
  
                                EXODUS COMMUNICATIONS, INC.
  
                                By:   /s/ R. Marshall Case
                                      -----------------------------------------
                                      R. Marshall Case, Chief Financial Officer
  Exhibit Index
                                   -------------
  
  Number     Description
  ------     -----------
  
   2.01   Common Stock Purchase Agreement dated as of March 22, 2000 among Exodus
          Communications, Inc., Mirror Image Internet, Inc. and Xcelera.com Inc.
  
   2.02   Common Stock Purchase Agreement dated as of March 22, 2000 between
          Exodus Communications, Inc. and Xcelera.com Inc.
  
  99.01   Press release dated March 22, 2000.