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 24, 2002
      -----------------------------------------------------------------
               Date of Report (Date of Earliest Event Reported)




                                  EXDS, 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.

Second Amended Disclosure Statement
-----------------------------------

         On April 24, 2002, EXDS, Inc., f/k/a Exodus Communications, Inc.
(the "Company") and certain of its subsidiaries (the "Debtor Affiliates")
filed a Second Amended Disclosure Statement With Respect to Second Amended
Joint Plan of Reorganization of EXDS, Inc. and its Debtor Affiliates (the
"Second Amended Disclosure Statement") with the United States Bankruptcy
Court for the District of Delaware (the "Bankruptcy Court"), including the
Second Amended Joint Plan of Reorganization of EXDS, Inc. and its Debtor
Affiliates (the "Second Amended Plan"), which Second Amended Plan is attached
as Exhibit A to the Second Amended Disclosure Statement. A copy of the Second
Amended Disclosure Statement, including the Second Amended Plan attached as
Exhibit A thereto, is attached hereto as Exhibit 2.1 and incorporated herein
by reference. The Second Amended Disclosure Statement was approved by the
Bankruptcy Court on April 24, 2002. The Company has commenced the
solicitation of votes of its creditors for approval of the Second Amended
Plan.

         As previously disclosed in the Company's Current Reports on Form 8-K
filed on March 27, 2002 and April 17, 2002, respectively, pursuant to the
terms of the Second Amended Plan, upon confirmation of the Second Amended
Plan, the Company's common stock shall be cancelled and the holders of the
Company's common stock shall not be entitled to, and shall not, receive or
retain any property or interest in property on account of such common stock.
Accordingly, holders of the Company's common stock will not receive any
amounts with respect to their shares. The Second Amended Plan specifies
estimated recovery amounts allocated to the holders of the Company's senior
notes, subordinated notes and unsecured claims. There can be no assurance of
the amount, if any, that the holders of the Company's senior notes,
subordinated notes and unsecured claims will ultimately receive.

         The confirmation hearing for the Second Amended Plan is scheduled to
take place on May 30, 2002. There can be no assurance that the Second Amended
Plan will be confirmed at such time.

         For a summary of the entire Second Amended Plan, reference is made
to the Second Amended Disclosure Statement (including the full text of the
Second Amended Plan attached as Exhibit A thereto), which is attached hereto
as Exhibit 2.1 and is incorporated herein by reference.

March 2002 Monthly Operating Reports
------------------------------------

         Attached hereto as Exhibit 99.1 and incorporated herein by reference
are Monthly Operating Reports filed with the Bankruptcy Court by the Company
and the Debtor Affiliates on May 1, 2002 for the month ended March 31, 2002.
A copy of Summary of Cash Accounts originally filed with the Bankruptcy Court
as part of the Monthly Operating Reports has been omitted.

         The Company intends to file with the Securities and Exchange
Commission additional Monthly Operating Reports as soon as practicable after
such reports are filed with the Bankruptcy Court.

         THE MONTHLY OPERATING REPORTS CONTAIN FINANCIAL STATEMENTS AND OTHER
FINANCIAL INFORMATION THAT HAVE NOT BEEN AUDITED OR REVIEWED BY INDEPENDENT
ACCOUNTANTS AND MAY BE SUBJECT TO FUTURE RECONCILIATION AND ADJUSTMENTS. The
Monthly Operating Reports are in a format prescribed by applicable bankruptcy
laws, include only those entities listed above and do not present the total
consolidated financial results of the Company and its domestic and foreign
subsidiaries. The Monthly Operating Reports also contain information for
periods different from those required in the Company's reports pursuant to
the Securities Exchange Act of 1934, as amended ("Exchange Act"). This
information might not be indicative of the Company's financial condition or
operating results for the period that would be reflected in the Company's
financial statements or in its reports pursuant to the Exchange Act. Results
set forth in any Monthly Operating Report should not be viewed as indicative
of future results.


ITEM 7: FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS.

         (a)  Financial Statements of Businesses Acquired.

              Not Applicable.

         (b)  Pro Forma Financial Information.

              Not Applicable.

         (c)  Exhibits.


Exhibit No.       Description of Exhibit

2.1               Second Amended Disclosure Statement With Respect to Second
                  Amended Joint Plan of Reorganization of EXDS, Inc. and its
                  Debtor Affiliates (including the Second Amended Joint Plan
                  of Reorganization of EXDS, Inc. and its Debtor Affiliates,
                  which Second Amended Plan is attached as Exhibit A
                  thereto).

99.1              Monthly Operating Reports for the month ended March 31,
                  2002 of EXDS, Inc., f/k/a Exodus Communications, Inc., EXDS
                  (AISI), Inc., f/k/a American Information Systems, Inc.,
                  EXDS (ASI), Inc., f/k/a Arca Systems, Inc., EXDS (CTSI),
                  Inc., f/k/a Cohesive Technology Solutions, Inc., EXDS
                  (GCI), Inc., f/k/a GlobalCenter Inc., EXDS (GCHC), Inc.,
                  f/k/a GlobalCenter Holding Co., EXDS (KLI), Inc., f/k/a
                  Keylabs, Inc., Planet, Inc., and EXDS (SMI), Inc., f/k/a
                  Service Metrics, Inc.



<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 3, 2002

                                             EXDS, INC.


                                             By:       /s/  Joseph Stockwell
                                                 -----------------------------
                                                 Name:  Joseph Stockwell
                                                 Title: Chief Executive Officer


<PAGE>


                                EXHIBIT INDEX

2.1               Second Amended Disclosure Statement With Respect to Second
                  Amended Joint Plan of Reorganization of EXDS, Inc. and its
                  Debtor Affiliates (including the Second Amended Joint Plan
                  of Reorganization of EXDS, Inc. and its Debtor Affiliates,
                  which Second Amended Plan is attached as Exhibit A
                  thereto).

99.1              Monthly Operating Reports for the month ended March 31,
                  2002 of EXDS, Inc., f/k/a Exodus Communications, Inc., EXDS
                  (AISI), Inc., f/k/a American Information Systems, Inc.,
                  EXDS (ASI), Inc., f/k/a Arca Systems, Inc., EXDS (CTSI),
                  Inc., f/k/a Cohesive Technology Solutions, Inc., EXDS
                  (GCI), Inc., f/k/a GlobalCenter Inc., EXDS (GCHC), Inc.,
                  f/k/a GlobalCenter Holding Co., EXDS (KLI), Inc., f/k/a
                  Keylabs, Inc., Planet, Inc., and EXDS (SMI), Inc., f/k/a
                  Service Metrics, Inc.
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{"company-data": {"conformed-name": "EXDS 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": "02633766"}, "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"}, "former-company": {"former-conformed-name": "EXODUS COMMUNICATIONS INC", "date-changed": "19980112"}}
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 24, 2002
      -----------------------------------------------------------------
               Date of Report (Date of Earliest Event Reported)

                                  EXDS, 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.

Second Amended Disclosure Statement
-----------------------------------

         On April 24, 2002, EXDS, Inc., f/k/a Exodus Communications, Inc.
(the "Company") and certain of its subsidiaries (the "Debtor Affiliates")
filed a Second Amended Disclosure Statement With Respect to Second Amended
Joint Plan of Reorganization of EXDS, Inc. and its Debtor Affiliates (the
"Second Amended Disclosure Statement") with the United States Bankruptcy
Court for the District of Delaware (the "Bankruptcy Court"), including the
Second Amended Joint Plan of Reorganization of EXDS, Inc. and its Debtor
Affiliates (the "Second Amended Plan"), which Second Amended Plan is attached
as Exhibit A to the Second Amended Disclosure Statement. A copy of the Second
Amended Disclosure Statement, including the Second Amended Plan attached as
Exhibit A thereto, is attached hereto as Exhibit 2.1 and incorporated herein
by reference. The Second Amended Disclosure Statement was approved by the
Bankruptcy Court on April 24, 2002. The Company has commenced the
solicitation of votes of its creditors for approval of the Second Amended
Plan.

         As previously disclosed in the Company's Current Reports on Form 8-K
filed on March 27, 2002 and April 17, 2002, respectively, pursuant to the
terms of the Second Amended Plan, upon confirmation of the Second Amended
Plan, the Company's common stock shall be cancelled and the holders of the
Company's common stock shall not be entitled to, and shall not, receive or
retain any property or interest in property on account of such common stock.
Accordingly, holders of the Company's common stock will not receive any
amounts with respect to their shares. The Second Amended Plan specifies
estimated recovery amounts allocated to the holders of the Company's senior
notes, subordinated notes and unsecured claims. There can be no assurance of
the amount, if any, that the holders of the Company's senior notes,
subordinated notes and unsecured claims will ultimately receive.

         The confirmation hearing for the Second Amended Plan is scheduled to
take place on May 30, 2002. There can be no assurance that the Second Amended
Plan will be confirmed at such time.

         For a summary of the entire Second Amended Plan, reference is made
to the Second Amended Disclosure Statement (including the full text of the
Second Amended Plan attached as Exhibit A thereto), which is attached hereto
as Exhibit 2.1 and is incorporated herein by reference.

March 2002 Monthly Operating Reports
------------------------------------

         Attached hereto as Exhibit 99.1 and incorporated herein by reference
are Monthly Operating Reports filed with the Bankruptcy Court by the Company
and the Debtor Affiliates on May 1, 2002 for the month ended March 31, 2002.
A copy of Summary of Cash Accounts originally filed with the Bankruptcy Court
as part of the Monthly Operating Reports has been omitted.

         The Company intends to file with the Securities and Exchange
Commission additional Monthly Operating Reports as soon as practicable after
such reports are filed with the Bankruptcy Court.

         THE MONTHLY OPERATING REPORTS CONTAIN FINANCIAL STATEMENTS AND OTHER
FINANCIAL INFORMATION THAT HAVE NOT BEEN AUDITED OR REVIEWED BY INDEPENDENT
ACCOUNTANTS AND MAY BE SUBJECT TO FUTURE RECONCILIATION AND ADJUSTMENTS. The
Monthly Operating Reports are in a format prescribed by applicable bankruptcy
laws, include only those entities listed above and do not present the total
consolidated financial results of the Company and its domestic and foreign
subsidiaries. The Monthly Operating Reports also contain information for
periods different from those required in the Company's reports pursuant to
the Securities Exchange Act of 1934, as amended ("Exchange Act"). This
information might not be indicative of the Company's financial condition or
operating results for the period that would be reflected in the Company's
financial statements or in its reports pursuant to the Exchange Act. Results
set forth in any Monthly Operating Report should not be viewed as indicative
of future results.

ITEM 7: FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS.

         (a)  Financial Statements of Businesses Acquired.

              Not Applicable.

         (b)  Pro Forma Financial Information.

              Not Applicable.

         (c)  Exhibits.

Exhibit No.       Description of Exhibit

2.1               Second Amended Disclosure Statement With Respect to Second
                  Amended Joint Plan of Reorganization of EXDS, Inc. and its
                  Debtor Affiliates (including the Second Amended Joint Plan
                  of Reorganization of EXDS, Inc. and its Debtor Affiliates,
                  which Second Amended Plan is attached as Exhibit A
                  thereto).

99.1              Monthly Operating Reports for the month ended March 31,
                  2002 of EXDS, Inc., f/k/a Exodus Communications, Inc., EXDS
                  (AISI), Inc., f/k/a American Information Systems, Inc.,
                  EXDS (ASI), Inc., f/k/a Arca Systems, Inc., EXDS (CTSI),
                  Inc., f/k/a Cohesive Technology Solutions, Inc., EXDS
                  (GCI), Inc., f/k/a GlobalCenter Inc., EXDS (GCHC), Inc.,
                  f/k/a GlobalCenter Holding Co., EXDS (KLI), Inc., f/k/a
                  Keylabs, Inc., Planet, Inc., and EXDS (SMI), Inc., f/k/a
                  Service Metrics, Inc.
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 3, 2002

                                             EXDS, INC.

                                             By:       /s/  Joseph Stockwell
                                                 -----------------------------
                                                 Name:  Joseph Stockwell
                                                 Title: Chief Executive Officer
EXHIBIT INDEX

2.1               Second Amended Disclosure Statement With Respect to Second
                  Amended Joint Plan of Reorganization of EXDS, Inc. and its
                  Debtor Affiliates (including the Second Amended Joint Plan
                  of Reorganization of EXDS, Inc. and its Debtor Affiliates,
                  which Second Amended Plan is attached as Exhibit A
                  thereto).

99.1              Monthly Operating Reports for the month ended March 31,
                  2002 of EXDS, Inc., f/k/a Exodus Communications, Inc., EXDS
                  (AISI), Inc., f/k/a American Information Systems, Inc.,
                  EXDS (ASI), Inc., f/k/a Arca Systems, Inc., EXDS (CTSI),
                  Inc., f/k/a Cohesive Technology Solutions, Inc., EXDS
                  (GCI), Inc., f/k/a GlobalCenter Inc., EXDS (GCHC), Inc.,
                  f/k/a GlobalCenter Holding Co., EXDS (KLI), Inc., f/k/a
                  Keylabs, Inc., Planet, Inc., and EXDS (SMI), Inc., f/k/a
                  Service Metrics, Inc.