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


                              February 1, 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)


                        Exodus Communications, Inc.
     ------------------------------------------------------------------
       (Former name or former address, if changed since last report)





ITEM 2: ACQUISITION OR DISPOSITION OF ASSETS.

         On February 1, 2002, EXDS, Inc. f/k/a Exodus Communications, Inc.
(the "Company") and its subsidiaries American Information Systems, Inc.,
Arca Systems, Inc., Cohesive Technology Solutions, Inc., GlobalCenter
Holding Co., GlobalCenter Inc. and Service Metrics, Inc. (the "Selling
Subsidiaries") completed the sale of substantially all of their assets in
the United States to Digital Island Inc. ("DI"), a wholly-owned subsidiary
of Cable and Wireless plc ("C&W"), pursuant to the terms of an Asset
Purchase Agreement dated as of November 29, 2001, among the Company, the
Selling Subsidiaries, C&W and DI, as modified by a Mutual Limited Waiver,
dated as of January 5, 2002, and as amended by Amendment #1 to Asset
Purchase Agreement, dated as of January 10, 2002, and Amendment #2 to Asset
Purchase Agreement, dated as of January 31, 2002 (the "Asset Purchase
Agreement").

         The assets sold by the Company and the Selling Subsidiaries
constituted substantially all of the assets used in the business of
providing Internet infrastructure outsourcing services, including
web-hosting and managed and professional services, and included, among
other things, the Company's leasehold interests in 28 Internet data
centers, customer relationships, equipment, intellectual property
(including all rights to the Exodus name), accounts receivable, the equity
ownership interests in certain financing subsidiaries and other assets
required to support the customer relationships and business operations
sold.

         The purchase price for the assets was approximately $568,900,000,
consisting of initial cash consideration of $560,000,000, and approximately
$8,900,000 representing the amount of certain security deposits under
assigned real property leases. The purchase price is subject to adjustment
following the closing for (i) certain changes in the value of accounts
receivable and prepaid accounts and (ii) the release of additional security
deposits. In addition to the cash consideration, DI assumed certain
liabilities and obligations associated with the purchased assets, including
post-closing obligations under assigned contracts, and agreed to reimburse
the Company and the Selling Subsidiaries for up to $20,000,000 in accrued
vacation payments to former employees of the Company and the Selling
Subsidiaries hired by DI. Of the cash consideration paid by DI at closing,
(i) approximately $31,200,000 was deposited in escrow with a title company
to cause the release of certain liens and encumbrances on the transferred
properties, (ii) $56,000,000 was deposited in escrow to cover the
post-closing working capital adjustments, the Company's and the Selling
Subsidiaries' indemnification obligations under the Asset Purchase
Agreement, and certain cure amounts for contracts assigned to DI, and (iii)
$50,000,000 was deposited in a separate escrow account to reimburse the
Company for payments to acquire title to (by settlement or otherwise) or
replace equipment under leases which the Company believes are financing
arrangements under applicable law. DI also agreed to reimburse the Company
up to an additional $12,000,000 for payments to acquire title to (by
settlement or otherwise) or replace equipment under true equipment leases.

         Concurrently with the closing of the asset sale to DI, the
Company, the Selling Subsidiaries, DI and C&W entered into certain
transition services agreements requiring the parties to provide various
rights and services during a period of 120 days (subject to adjustment)
following the closing. Pursuant to the terms of the Asset Purchase
Agreement and the transition services agreement pursuant to which the
Company and the Selling Subsidiaries will provide equipment, network and
other services to DI, the first $40,000,000 in charges, costs and expenses
are deemed to have been paid by virtue of the consideration paid by DI for
the assets.

         In the Asset Purchase Agreement, the parties agreed to use their
commercially reasonable efforts to enter into, or cause their subsidiaries
to enter into, transactions pursuant to which (i) Exodus Internet Limited,
a United Kingdom subsidiary of the Company, will sell substantially all of
the assets of two Internet data centers in London and related business to a
United Kingdom subsidiary of C&W for a purchase price of $8,000,000; (ii)
Exodus Communications GmbH, a German subsidiary of the Company, will sell
substantially all of the assets of its Internet data center in Frankfurt
and related business to a German subsidiary of C&W for a purchase price of
$8,000,000; and (iii) the Company will sell its approximately 85% equity
interest in, and intercompany debt of, Exodus Communications K.K. to a
Netherlands subsidiary of C&W for $2.00. There can be no assurance that any
or all of such transactions will be consummated or with respect to the
timing or final terms of any such transaction.

         The purchase price and other terms of the transaction were
determined by arms-length negotiations between the parties after a process
in which offers were solicited from other potential qualified buyers. Prior
to this transaction, except for a network services contract between the
Company and a subsidiary of C&W on customary terms and conditions, neither
the Company, the Selling Subsidiaries, their affiliates, nor any of their
directors or officers had any material relationship with either C&W or DI.

         The Company and the Selling Subsidiaries each filed a voluntary
petition for reorganization relief under Chapter 11 Title 11 of the United
States Bankruptcy Code in the United States District Court for the District
of Delaware (the "Court") on September 26, 2001. The Court approved the
Asset Purchase Agreement and authorized the sale pursuant to an order
entered on January 22, 2002. As previously disclosed, notwithstanding the
transaction with DI, holders of the Company's common stock are expected to
receive no value for their shares.

         In connection with the closing of the DI transaction, the Company
terminated its Senior Secured, Super-Priority Debtor-in-Possession Credit
Agreement dated as of November 14, 2001 with General Electric Capital
Corporation and paid approximately $2,230,000 in fees relating to such
termination.

         The foregoing description of the Asset Purchase Agreement is
qualified in its entirety by the full text of the Asset Purchase Agreement
dated as of November 29, 2001, the Mutual Limited Waiver dated as of
January 5, 2002, Amendment #1 to Asset Purchase Agreement dated as of
January 10, 2002 and Amendment #2 to Asset Purchase Agreement dated as of
January 31, 2002, each of which is filed as an exhibit to this report and
incorporated by reference herein.


ITEM 5: OTHER EVENTS.

         Effective February 11, 2002, the Company changed its name from
Exodus Communications, Inc. to EXDS, Inc.


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

         (a)  Financial Statements of Businesses Acquired.

              Not Applicable.

         (b)  Pro Forma Financial Information.

              The pro forma financial information required by this item
              shall be filed by amendment to this Form 8-K as soon as
              practicable, but no later than 60 days from the date this
              report was required to be filed.

         (c)  Exhibits.

Exhibit No.       Description of Exhibit

2.1               Asset Purchase Agreement, dated as of November 29, 2001,
                  among Exodus Communications, Inc., American Information
                  Systems, Inc., Arca Systems, Inc., Cohesive Technology
                  Solutions, Inc., GlobalCenter Holding Co., GlobalCenter
                  Inc., Service Metrics, Inc., Cable and Wireless plc and
                  Digital Island Inc.

2.2               Mutual Limited Waiver, dated as of January 5, 2002, in
                  reference to the Asset Purchase Agreement, dated as of
                  November 29, 2001, among Exodus Communications, Inc.,
                  American Information Systems, Inc., Arca Systems, Inc.,
                  Cohesive Technology Solutions, Inc., GlobalCenter Holding
                  Co., GlobalCenter Inc., Service Metrics, Inc., Cable and
                  Wireless plc and Digital Island Inc.

2.3               Amendment #1 to Asset Purchase Agreement, dated as of
                  January 10, 2002, to the Asset Purchase Agreement, dated
                  as of November 29, 2001, among Exodus Communications,
                  Inc., American Information Systems, Inc., Arca Systems,
                  Inc., Cohesive Technology Solutions, Inc., GlobalCenter
                  Holding Co., GlobalCenter Inc., Service Metrics, Inc.,
                  Cable and Wireless plc and Digital Island Inc.

2.4               Amendment #2 to Asset Purchase Agreement, dated as of
                  January 31, 2002, to the Asset Purchase Agreement, dated
                  as of November 29, 2001, among Exodus Communications,
                  Inc., American Information Systems, Inc., Arca Systems,
                  Inc., Cohesive Technology Solutions, Inc., GlobalCenter
                  Holding Co., GlobalCenter Inc., Service Metrics, Inc.,
                  Cable and Wireless plc and Digital Island 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: February 14, 2002

                                      EXDS, INC. (f/k/a Exodus
                                        Communications, Inc.)


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




                               EXHIBIT INDEX

2.1      Asset Purchase Agreement, dated as of November 29, 2001, among
         Exodus Communications, Inc., American Information Systems, Inc.,
         Arca Systems, Inc., Cohesive Technology Solutions, Inc.,
         GlobalCenter Holding Co., GlobalCenter Inc., Service Metrics,
         Inc., Cable and Wireless plc and Digital Island Inc.

2.2      Mutual Limited Waiver, dated as of January 5, 2002, in reference
         to the Asset Purchase Agreement, dated as of November 29, 2001,
         among Exodus Communications, Inc., American Information Systems,
         Inc., Arca Systems, Inc., Cohesive Technology Solutions, Inc.,
         GlobalCenter Holding Co., GlobalCenter Inc., Service Metrics,
         Inc., Cable and Wireless plc and Digital Island Inc.

2.3      Amendment #1 to Asset Purchase Agreement, dated as of January 10,
         2002, to the Asset Purchase Agreement, dated as of November 29,
         2001, among Exodus Communications, Inc., American Information
         Systems, Inc., Arca Systems, Inc., Cohesive Technology Solutions,
         Inc., GlobalCenter Holding Co., GlobalCenter Inc., Service
         Metrics, Inc., Cable and Wireless plc and Digital Island Inc.

2.4      Amendment #2 to Asset Purchase Agreement, dated as of January 31,
         2002, to the Asset Purchase Agreement, dated as of November 29,
         2001, among Exodus Communications, Inc., American Information
         Systems, Inc., Arca Systems, Inc., Cohesive Technology Solutions,
         Inc., GlobalCenter Holding Co., GlobalCenter Inc., Service
         Metrics, Inc., Cable and Wireless plc and Digital Island 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": "02550039"}, "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

                              February 1, 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)

                        Exodus Communications, Inc.
     ------------------------------------------------------------------
       (Former name or former address, if changed since last report)

ITEM 2: ACQUISITION OR DISPOSITION OF ASSETS.

         On February 1, 2002, EXDS, Inc. f/k/a Exodus Communications, Inc.
(the "Company") and its subsidiaries American Information Systems, Inc.,
Arca Systems, Inc., Cohesive Technology Solutions, Inc., GlobalCenter
Holding Co., GlobalCenter Inc. and Service Metrics, Inc. (the "Selling
Subsidiaries") completed the sale of substantially all of their assets in
the United States to Digital Island Inc. ("DI"), a wholly-owned subsidiary
of Cable and Wireless plc ("C&W"), pursuant to the terms of an Asset
Purchase Agreement dated as of November 29, 2001, among the Company, the
Selling Subsidiaries, C&W and DI, as modified by a Mutual Limited Waiver,
dated as of January 5, 2002, and as amended by Amendment #1 to Asset
Purchase Agreement, dated as of January 10, 2002, and Amendment #2 to Asset
Purchase Agreement, dated as of January 31, 2002 (the "Asset Purchase
Agreement").

         The assets sold by the Company and the Selling Subsidiaries
constituted substantially all of the assets used in the business of
providing Internet infrastructure outsourcing services, including
web-hosting and managed and professional services, and included, among
other things, the Company's leasehold interests in 28 Internet data
centers, customer relationships, equipment, intellectual property
(including all rights to the Exodus name), accounts receivable, the equity
ownership interests in certain financing subsidiaries and other assets
required to support the customer relationships and business operations
sold.

         The purchase price for the assets was approximately $568,900,000,
consisting of initial cash consideration of $560,000,000, and approximately
$8,900,000 representing the amount of certain security deposits under
assigned real property leases. The purchase price is subject to adjustment
following the closing for (i) certain changes in the value of accounts
receivable and prepaid accounts and (ii) the release of additional security
deposits. In addition to the cash consideration, DI assumed certain
liabilities and obligations associated with the purchased assets, including
post-closing obligations under assigned contracts, and agreed to reimburse
the Company and the Selling Subsidiaries for up to $20,000,000 in accrued
vacation payments to former employees of the Company and the Selling
Subsidiaries hired by DI. Of the cash consideration paid by DI at closing,
(i) approximately $31,200,000 was deposited in escrow with a title company
to cause the release of certain liens and encumbrances on the transferred
properties, (ii) $56,000,000 was deposited in escrow to cover the
post-closing working capital adjustments, the Company's and the Selling
Subsidiaries' indemnification obligations under the Asset Purchase
Agreement, and certain cure amounts for contracts assigned to DI, and (iii)
$50,000,000 was deposited in a separate escrow account to reimburse the
Company for payments to acquire title to (by settlement or otherwise) or
replace equipment under leases which the Company believes are financing
arrangements under applicable law. DI also agreed to reimburse the Company
up to an additional $12,000,000 for payments to acquire title to (by
settlement or otherwise) or replace equipment under true equipment leases.

         Concurrently with the closing of the asset sale to DI, the
Company, the Selling Subsidiaries, DI and C&W entered into certain
transition services agreements requiring the parties to provide various
rights and services during a period of 120 days (subject to adjustment)
following the closing. Pursuant to the terms of the Asset Purchase
Agreement and the transition services agreement pursuant to which the
Company and the Selling Subsidiaries will provide equipment, network and
other services to DI, the first $40,000,000 in charges, costs and expenses
are deemed to have been paid by virtue of the consideration paid by DI for
the assets.

         In the Asset Purchase Agreement, the parties agreed to use their
commercially reasonable efforts to enter into, or cause their subsidiaries
to enter into, transactions pursuant to which (i) Exodus Internet Limited,
a United Kingdom subsidiary of the Company, will sell substantially all of
the assets of two Internet data centers in London and related business to a
United Kingdom subsidiary of C&W for a purchase price of $8,000,000; (ii)
Exodus Communications GmbH, a German subsidiary of the Company, will sell
substantially all of the assets of its Internet data center in Frankfurt
and related business to a German subsidiary of C&W for a purchase price of
$8,000,000; and (iii) the Company will sell its approximately 85% equity
interest in, and intercompany debt of, Exodus Communications K.K. to a
Netherlands subsidiary of C&W for $2.00. There can be no assurance that any
or all of such transactions will be consummated or with respect to the
timing or final terms of any such transaction.

         The purchase price and other terms of the transaction were
determined by arms-length negotiations between the parties after a process
in which offers were solicited from other potential qualified buyers. Prior
to this transaction, except for a network services contract between the
Company and a subsidiary of C&W on customary terms and conditions, neither
the Company, the Selling Subsidiaries, their affiliates, nor any of their
directors or officers had any material relationship with either C&W or DI.

         The Company and the Selling Subsidiaries each filed a voluntary
petition for reorganization relief under Chapter 11 Title 11 of the United
States Bankruptcy Code in the United States District Court for the District
of Delaware (the "Court") on September 26, 2001. The Court approved the
Asset Purchase Agreement and authorized the sale pursuant to an order
entered on January 22, 2002. As previously disclosed, notwithstanding the
transaction with DI, holders of the Company's common stock are expected to
receive no value for their shares.

         In connection with the closing of the DI transaction, the Company
terminated its Senior Secured, Super-Priority Debtor-in-Possession Credit
Agreement dated as of November 14, 2001 with General Electric Capital
Corporation and paid approximately $2,230,000 in fees relating to such
termination.

         The foregoing description of the Asset Purchase Agreement is
qualified in its entirety by the full text of the Asset Purchase Agreement
dated as of November 29, 2001, the Mutual Limited Waiver dated as of
January 5, 2002, Amendment #1 to Asset Purchase Agreement dated as of
January 10, 2002 and Amendment #2 to Asset Purchase Agreement dated as of
January 31, 2002, each of which is filed as an exhibit to this report and
incorporated by reference herein.

ITEM 5: OTHER EVENTS.

         Effective February 11, 2002, the Company changed its name from
Exodus Communications, Inc. to EXDS, Inc.

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

         (a)  Financial Statements of Businesses Acquired.

              Not Applicable.

         (b)  Pro Forma Financial Information.

              The pro forma financial information required by this item
              shall be filed by amendment to this Form 8-K as soon as
              practicable, but no later than 60 days from the date this
              report was required to be filed.

         (c)  Exhibits.

Exhibit No.       Description of Exhibit

2.1               Asset Purchase Agreement, dated as of November 29, 2001,
                  among Exodus Communications, Inc., American Information
                  Systems, Inc., Arca Systems, Inc., Cohesive Technology
                  Solutions, Inc., GlobalCenter Holding Co., GlobalCenter
                  Inc., Service Metrics, Inc., Cable and Wireless plc and
                  Digital Island Inc.

2.2               Mutual Limited Waiver, dated as of January 5, 2002, in
                  reference to the Asset Purchase Agreement, dated as of
                  November 29, 2001, among Exodus Communications, Inc.,
                  American Information Systems, Inc., Arca Systems, Inc.,
                  Cohesive Technology Solutions, Inc., GlobalCenter Holding
                  Co., GlobalCenter Inc., Service Metrics, Inc., Cable and
                  Wireless plc and Digital Island Inc.

2.3               Amendment #1 to Asset Purchase Agreement, dated as of
                  January 10, 2002, to the Asset Purchase Agreement, dated
                  as of November 29, 2001, among Exodus Communications,
                  Inc., American Information Systems, Inc., Arca Systems,
                  Inc., Cohesive Technology Solutions, Inc., GlobalCenter
                  Holding Co., GlobalCenter Inc., Service Metrics, Inc.,
                  Cable and Wireless plc and Digital Island Inc.

2.4               Amendment #2 to Asset Purchase Agreement, dated as of
                  January 31, 2002, to the Asset Purchase Agreement, dated
                  as of November 29, 2001, among Exodus Communications,
                  Inc., American Information Systems, Inc., Arca Systems,
                  Inc., Cohesive Technology Solutions, Inc., GlobalCenter
                  Holding Co., GlobalCenter Inc., Service Metrics, Inc.,
                  Cable and Wireless plc and Digital Island 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: February 14, 2002

                                      EXDS, INC. (f/k/a Exodus
                                        Communications, Inc.)

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

                               EXHIBIT INDEX

2.1      Asset Purchase Agreement, dated as of November 29, 2001, among
         Exodus Communications, Inc., American Information Systems, Inc.,
         Arca Systems, Inc., Cohesive Technology Solutions, Inc.,
         GlobalCenter Holding Co., GlobalCenter Inc., Service Metrics,
         Inc., Cable and Wireless plc and Digital Island Inc.

2.2      Mutual Limited Waiver, dated as of January 5, 2002, in reference
         to the Asset Purchase Agreement, dated as of November 29, 2001,
         among Exodus Communications, Inc., American Information Systems,
         Inc., Arca Systems, Inc., Cohesive Technology Solutions, Inc.,
         GlobalCenter Holding Co., GlobalCenter Inc., Service Metrics,
         Inc., Cable and Wireless plc and Digital Island Inc.

2.3      Amendment #1 to Asset Purchase Agreement, dated as of January 10,
         2002, to the Asset Purchase Agreement, dated as of November 29,
         2001, among Exodus Communications, Inc., American Information
         Systems, Inc., Arca Systems, Inc., Cohesive Technology Solutions,
         Inc., GlobalCenter Holding Co., GlobalCenter Inc., Service
         Metrics, Inc., Cable and Wireless plc and Digital Island Inc.

2.4      Amendment #2 to Asset Purchase Agreement, dated as of January 31,
         2002, to the Asset Purchase Agreement, dated as of November 29,
         2001, among Exodus Communications, Inc., American Information
         Systems, Inc., Arca Systems, Inc., Cohesive Technology Solutions,
         Inc., GlobalCenter Holding Co., GlobalCenter Inc., Service
         Metrics, Inc., Cable and Wireless plc and Digital Island Inc.