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
  
  
                                 September 10, 2001
                         -----------------------------------
                  Date of Report (Date of Earliest Event Reported)
  
                             EXODUS COMMUNICATIONS, INC.
                         -----------------------------------
               (Exact name of Registrant as specified in its charter)
  
    Delaware                       000-23795                        77-0403076
  ------------                   -------------                 -------------------
  (State of                 (Commission file number)            (I.R.S. Employer
  Incorporation)                                               Identification No.)
  
  --------------------------------------------------------------------------------
  
                             2831 Mission College Blvd.
                            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 AND REGULATION FD DISCLOSURE.
  
       On September 10, 2001, Exodus Communications Inc. posted on its website,
  www.exodus.net, a letter to its stockholders and bondholders from Exodus
  Chairman and Chief Executive Officer L. William Krause. The letter in its
  entirety is attached to this Form 8-K as Exhibit 99.01 and incorporated herein
  by reference. The information in the letter contains forward-looking statements
  including descriptions of management's plans and objectives and statements
  related to future operations, including those related to the status of Exodus'
  business. Specific forward-looking statements include descriptions of Exodus'
  market opportunities, its strategy for the future, and the expected term of
  office of Exodus' Chairman and Chief Executive Officer. Actual results may
  differ materially from those projected in these forward-looking statements.
  Factors that could affect these forward-looking statements include: Exodus'
  substantial leverage and debt service obligations which adversely affect cash
  flow and could affect Exodus' ability to service debt or obtain additional
  financing, if necessary; difficulties developing and maintaining customer
  relationships due to customer perceptions of Exodus' financial position;
  avoiding unwanted attrition of key personnel; and that Exodus' stock price has
  declined rapidly and may not recover to historical levels. These statements also
  involve risks and uncertainties described from time to time in Exodus' filings
  with the SEC such as its recent Forms 10-Q, Forms 8-K, and Form 10-K. Exodus
  assumes no obligation to update any forward-looking information contained in
  this report.
  
  <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 thereto duly authorized.
  
       Date: September 12, 2001
  
                                       EXODUS COMMUNICATIONS, INC.
  
  
                                               By: /s/ ADAM WEGNER
  
                                                       Adam Wegner
                                               Executive Vice President, Legal and
                                               Corporate Affairs, General Counsel
                                               and Secretary
  
  <PAGE>
  
                                    EXHIBIT INDEX
                            ---------------------------
  
       99.01    Letter to shareholders and bondholders dated September 10, 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
  
                                 September 10, 2001
                         -----------------------------------
                  Date of Report (Date of Earliest Event Reported)
  
                             EXODUS COMMUNICATIONS, INC.
                         -----------------------------------
               (Exact name of Registrant as specified in its charter)
  
    Delaware                       000-23795                        77-0403076
  ------------                   -------------                 -------------------
  (State of                 (Commission file number)            (I.R.S. Employer
  Incorporation)                                               Identification No.)
  
  --------------------------------------------------------------------------------
  
                             2831 Mission College Blvd.
                            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 AND REGULATION FD DISCLOSURE.
  
       On September 10, 2001, Exodus Communications Inc. posted on its website,
  www.exodus.net, a letter to its stockholders and bondholders from Exodus
  Chairman and Chief Executive Officer L. William Krause. The letter in its
  entirety is attached to this Form 8-K as Exhibit 99.01 and incorporated herein
  by reference. The information in the letter contains forward-looking statements
  including descriptions of management's plans and objectives and statements
  related to future operations, including those related to the status of Exodus'
  business. Specific forward-looking statements include descriptions of Exodus'
  market opportunities, its strategy for the future, and the expected term of
  office of Exodus' Chairman and Chief Executive Officer. Actual results may
  differ materially from those projected in these forward-looking statements.
  Factors that could affect these forward-looking statements include: Exodus'
  substantial leverage and debt service obligations which adversely affect cash
  flow and could affect Exodus' ability to service debt or obtain additional
  financing, if necessary; difficulties developing and maintaining customer
  relationships due to customer perceptions of Exodus' financial position;
  avoiding unwanted attrition of key personnel; and that Exodus' stock price has
  declined rapidly and may not recover to historical levels. These statements also
  involve risks and uncertainties described from time to time in Exodus' filings
  with the SEC such as its recent Forms 10-Q, Forms 8-K, and Form 10-K. Exodus
  assumes no obligation to update any forward-looking information contained in
  this report.
  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 thereto duly authorized.
  
       Date: September 12, 2001
  
                                       EXODUS COMMUNICATIONS, INC.
  
                                               By: /s/ ADAM WEGNER
  
                                                       Adam Wegner
                                               Executive Vice President, Legal and
                                               Corporate Affairs, General Counsel
                                               and Secretary
  EXHIBIT INDEX
                            ---------------------------
  
       99.01    Letter to shareholders and bondholders dated September 10, 2001
  
  --------------------------------------------------------------------------------