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

                                  FORM 10-Q/A

                                Amendment No. 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   June 30, 1998
                                 -------------
                                        
                                       OR
 
  [_]   TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES 
        EXCHANGE ACT OF 1934
 
Commission file number     0-23795
                           ------- 
 

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

             Delaware                                  77-0403076
   -------------------------------                 -------------------
   (State or other jurisdiction of                  (I.R.S. Employer 
    incorporation or organization)                 Identification No.)


               2650 San Tomas Expressway, Santa Clara, CA  95051
               -------------------------------------------------
                   (Address of principal executive offices)
                                  (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 such 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 August 7, 1998 was 19,544,057 shares.

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                                       1

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ITEM 6.  EXHIBITS AND REPORTS ON FORM 8K

a.  Exhibits

   Exhibit No.  Description of Exhibit
   -----------  ----------------------

   (1) 10.30    Indenture between Exodus Communications, Inc. as Issuer and 
                Chase Manhattan Bank and Trust Company, National Association, as
                Trustee dated July 1, 1998.

   (1) 10.31    Exchange and Registration Rights Agreement among Exodus
                Communications, Inc., Goldman, Sachs & Co., Donaldson Lufkin &
                Jenrette Securities Corporation, BT Alex. Brown Incorporated and
                NationsBanc Montgomery Securities LLC dated July 1, 1998.

   (1) 10.32    Escrow Agreement among Chase Manhattan Bank and Trust Company,
                National Association, as escrow agent, Chase Manhattan Bank and
                Trust Company, National Association, as trustee, and Exodus
                Communications, Inc., dated July 1, 1998.

   (1) 10.33    Purchase Agreement among Exodus Communications, Inc., Goldman,
                Sachs & Co., Donaldson Lufkin & Jenrette Securities Corporation,
                BT Alex. Brown Incorporated and NationsBanc Montgomery
                Securities LLC dated June 26, 1998.

   (1) 10.34    Form of Notice of Debt Offering and Waiver of Registration 
                Rights among the Company and certain holders of stock of the 
                Company.

   (1) 10.35    Amended and Restated Master Loan and Security Agreement
                between Exodus Communications, Inc. and Transamerica Business
                Credit Corporation dated June 30, 1998.

   (1) 10.36    Agreement between Cisco Systems Capital Corporation and Exodus
                Communications, Inc. dated June 1, 1998.

   (1) 10.37*   Qwest Communications Private Line Service Agreement  Business
                Services, between Qwest Communications Corporation and the
                Registrant, dated as of July 17, 1998.

   (1) 27.1     Financial Data Schedule
    _______
     *   Confidential treatment has been requested with respect to certain
         portions of this document pursuant to an application for confidential
         treatment sent to the Securities and Exchange Commission. Such portions
         have been redacted and marked with a triple asterisk. The non-redacted
         version of this agreement has been sent to the Securities and Exchange
         Commission.

    (1)  Previously filed with the Registrant's Quarterly Report on Form 10-Q 
         for the quarter ended June 30, 1998.

b.  Reports on Form 8-K

  The Company filed reports on Form 8-K dated June 11 and June 26, 1998.  Both
  reports included information under Items 5 and 7 with respect to the initial
  announcement and pricing, respectively, of the Company's privately placed
  Senior Note offering.

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                                   SIGNATURES

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


                                       EXODUS COMMUNICATIONS, INC.


 
      September 25, 1998               /s/ Richard S. Stoltz
------------------------------         ------------------------------------
          Date                                   Richard S. Stoltz
                                             Chief Financial Officer and
                                               Chief Operating Officer
                                            (Duly Authorized Officer and 
                                              Chief Accounting Officer)

                                       3

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                                EXHIBIT INDEX


   Exhibit No.  Description of Exhibit
   -----------  ----------------------

   (1) 10.30    Indenture between Exodus Communications, Inc. as Issuer and 
                Chase Manhattan Bank and Trust Company, National Association, as
                Trustee dated July 1, 1998.

   (1) 10.31    Exchange and Registration Rights Agreement among Exodus
                Communications, Inc., Goldman, Sachs & Co., Donaldson Lufkin &
                Jenrette Securities Corporation, BT Alex. Brown Incorporated and
                NationsBanc Montgomery Securities LLC dated July 1, 1998.

   (1) 10.32    Escrow Agreement among Chase Manhattan Bank and Trust Company,
                National Association, as escrow agent, Chase Manhattan Bank and
                Trust Company, National Association, as trustee, and Exodus
                Communications, Inc., dated July 1, 1998.

   (1) 10.33    Purchase Agreement among Exodus Communications, Inc., Goldman,
                Sachs & Co., Donaldson Lufkin & Jenrette Securities Corporation,
                BT Alex. Brown Incorporated and NationsBanc Montgomery
                Securities LLC dated June 26, 1998.

   (1) 10.34    Form of Notice of Debt Offering and Waiver of Registration 
                Rights among the Company and certain holders of stock of the 
                Company.

   (1) 10.35    Amended and Restated Master Loan and Security Agreement
                between Exodus Communications, Inc. and Transamerica Business
                Credit Corporation dated June 30, 1998.

   (1) 10.36    Agreement between Cisco Systems Capital Corporation and Exodus
                Communications, Inc. dated June 1, 1998.

   (1) 10.37*   Qwest Communications Private Line Service Agreement  Business
                Services, between Qwest Communications Corporation and the
                Registrant, dated as of July 17, 1998.

   (1) 27.1     Financial Data Schedule
    _______
     *   Confidential treatment has been requested with respect to certain
         portions of this document pursuant to an application for confidential
         treatment sent to the Securities and Exchange Commission. Such portions
         have been redacted and marked with a triple asterisk. The non-redacted
         version of this agreement has been sent to the Securities and Exchange
         Commission.

    (1)  Previously filed with the Registrant's Quarterly Report on Form 10-Q 
         for the quarter ended June 30, 1998.

                                       4