UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

FORM 10-Q/A-1

     (Mark One)

[X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended September 30, 1999

OR

[   ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from ________to _________

Commission file number 000-23795

EXODUS COMMUNICATIONS, INC.
(Exact name of registrant as specified in its charter)

 

Delaware	77-0403076
(State or Other Jurisdiction of Incorporation or Organization)	(IRS Employer Identification Number)

2831 Mission College Blvd.
Santa Clara, CA    95054
(Address of Principal Executive Offices including Zip Code)

(408) 346-2200
(Registrant's Telephone Number, Including Area Code)

    Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15 (d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file reports), and (2) has been subject to such filing requirements for the past 90 days. YES [X]   NO [   ]

    The number of shares outstanding of the issuer's common stock, par value $0.001, as of November 8, 1999 was 170,452,310 shares.

The undersigned hereby amends the following items, financial statements, exhibits or other portions of its Quarterly Report on Form 10-Q for the period ended September 30, 1999, as set forth below and in the pages attached hereto:

ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K

a. Exhibits

Exhibit
 No.                           Description of Exhibit
------  --------------------------------------------------------------------
10.68   Capacity Purchase Agreement between Exodus and Global Crossing USA Inc.
        dated August 27, 1999.

 27.1   Financial Data Schedule (1)

(1) Previously filed.

b. Reports on Form 8-K

    On August 11, 1999, we filed a report on Form 8-K announcing the consummation of the acquisition of Cohesive Technology Solutions, Inc. on July 27, 1999.

EXODUS COMMUNICATIONS, INC.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this amended report to be signed on its behalf by the undersigned thereunto duly authorized.

	EXODUS COMMUNICATIONS, INC.

	(Registrant)

	By:	/s/ Ellen M. Hancock

	Ellen M. Hancock
	President, Chief Executive Officer and Director
	(Principal Executive Officer)

	Date: January 14, 2000

	By:	/s/ Richard. S. Stoltz

	Richard S. Stoltz
	Chief Financial Officer and Chief Operating Officer
	(Duly Authorized Officer and Chief Accounting Officer)

	Date: January 14, 2000