EXHIBIT 3.04

                        RESTATED CERTIFICATE OF INCORPORATION
                                         OF
                              EXODUS COMMUNICATIONS, INC.

                     (Originally incorporated on January 6, 1998)


        Exodus Communications, Inc., a Delaware corporation, hereby 
certifies that the Restated Certificate of Incorporation of the 
corporation attached hereto as Exhibit A, which is incorporated herein by 
this reference, and which restates, integrates and further amends the 
provisions of the Restated Certificate of Incorporation of this 
corporation, has been duly adopted by the corporation's Board of 
Directors and stockholders in accordance with Sections 228, 242 and 245 
of the Delaware General Corporation Law.


        IN WITNESS WHEREOF, said corporation has caused this Restated 
Certificate of Incorporation to be signed by its duly authorized officers 
this 18th day of March, 1999.


                                                EXODUS COMMUNICATIONS, INC.
                                                a Delaware corporation



                                                By:
Ellen M. Hancock,
President and Chief Executive 
Officer 

ATTEST:




Adam W. Wegner, Secretary



                                                                EXHIBIT A

                        RESTATED CERTIFICATE OF INCORPORATION
                                         OF 
                            EXODUS COMMUNICATIONS, INC.


                                      ARTICLE I

        The name of the corporation is Exodus Communications, Inc.

                                      ARTICLE II

        The address of the registered office of the corporation in the State 
of Delaware is 1013 Centre Road, City of Wilmington, 19805, County of New 
Castle.  The name of its registered agent at that address is Corporation 
Service Company.

                                     ARTICLE III

        The purpose of the corporation is to engage in any lawful act or 
activity for which corporations may be organized under the General 
Corporation Law of the State of Delaware.

                                     ARTICLE IV

        The total number of shares of all classes of stock which the 
corporation has authority to issue is one hundred five million 
(105,000,000) shares, consisting of two classes:  one hundred million 
(100,000,000) shares of Common Stock, $0.001 par value per share, and 
five million (5,000,000) shares of Preferred Stock, $0.001 par value per 
share.

        The Board of Directors is authorized, subject to any limitations 
prescribed by the law of the State of Delaware, to provide for the 
issuance of the shares of Preferred Stock in one or more series, and, by 
filing a certificate of designation pursuant to the applicable law of the 
State of Delaware, to establish from time to time the number of shares to 
be included in each such series, to fix the designation, powers, 
preferences and rights of the shares of each such series and any 
qualifications, limitations or restrictions thereof and to increase or 
decrease the number of shares of any such series (but not below the 
number of shares of such series then outstanding).  

        The number of authorized shares of Common Stock or Preferred Stock 
may be increased or decreased (but not below the number of shares thereof 
then outstanding) by the affirmative vote of the holders of a majority of 
the stock of the corporation entitled to vote, unless a vote of any other 
holders is required pursuant to a certificate or certificates 
establishing a series of Preferred Stock.

        Except as expressly provided in any certificate of designation 
designating any series of Preferred Stock pursuant to the foregoing 
provisions of this Article IV, any new series of Preferred Stock may be 
designated, fixed and determined as provided herein by the Board of 
Directors without approval of the holders of Common Stock or the holders 
of Preferred Stock, or any series thereof, and any such new series may 
have powers, preferences and rights, including, without limitation, 
voting rights, dividend rights, liquidation rights, redemption rights and 
conversion rights senior to, junior to or pari passu with the rights of 
the Common Stock, the Preferred Stock, or any future class or series of 
Preferred Stock or Common Stock.

        If the certificate of designation creating a series of Preferred 
Stock so provides, any shares of a series of Preferred Stock that are 
acquired by the corporation, whether by redemption, purchase, conversion 
or otherwise, so that such shares are issued but not outstanding, may not 
be reissued as shares of such series or as shares of the class of 
Preferred Stock.  Upon the retirement of any such shares and the filing 
of a certificate of retirement pursuant to Sections 103 and 243 of the 
Delaware General Corporation Law with respect thereto, the shares of such 
series shall be eliminated and the number of shares of Preferred Stock 
shall be reduced accordingly.

                                      ARTICLE V

         The business and affairs of the corporation shall be managed by or 
under the direction of the Board of Directors.  The number of directors 
shall be fixed from time to time exclusively by a resolution of the 
Board of Directors adopted by the affirmative vote of a majority of the 
total number of directors that the corporation would have if there were 
no vacancies.

        Any vacancy on the Board of Directors, however resulting, and any 
newly created directorships resulting from any increase in the 
authorized number of directors shall be filled only by the affirmative 
vote of a majority of the directors then in office, even if less than a 
quorum, or by a sole remaining director, unless the Board of Directors 
determines that any such vacancies or newly created directorships shall 
be filled by the stockholders.

        The Board of Directors of the corporation shall have the power to 
adopt, amend or repeal Bylaws of the corporation.

                                    ARTICLE VI

        Any action required or permitted to be taken by the stockholders 
of the corporation may be  effected at a duly called annual or special 
meeting of such holders and may not be effected by any consent in 
writing by such holders.  Subject to the rights of the holders of any 
class or series of Preferred Stock, special meetings of stockholders of 
the corporation shall be called only by the Board of Directors or upon 
the request of the Chairman of the Board of Directors or the Chief 
Executive Officer of the corporation.  If a special meeting is requested 
by the Chairman of the Board of Directors or the Chief Executive 
Officer, the Board of Director shall determine the time and the place of 
such meeting, which shall be called for no less than 35 days nor more 
than 120 days after the receipt by the Secretary of the corporation of 
the request for such meeting.

        Election of directors need not be by written ballot unless the 
Bylaws of the corporation shall so provide.

                                     ARTICLE VII

        To the fullest extent permitted by law, no director of the 
corporation shall be personally liable for monetary damages for breach of 
fiduciary duty as a director.  Without limiting the effect of the 
preceding sentence, if the Delaware General Corporation Law is hereafter 
amended to authorize the further elimination or limitation of the 
liability of a director, then the liability of a director of the 
corporation shall be eliminated or limited to the fullest extent 
permitted by the Delaware General Corporation Law, as so amended.

        Neither any amendment nor repeal of this Article VII, nor the 
adoption of any provision of this Certificate of Incorporation 
inconsistent with this Article VII, shall eliminate, reduce or otherwise 
adversely affect any limitation on the personal liability of a director 
of the corporation existing at the time of such amendment, repeal or 
adoption of such an inconsistent provision.

                                    ARTICLE VIII

       Actions shall be taken by the corporation's stockholders only at 
annual or special meetings of stockholders, and the corporation's 
stockholders may not act by written consent.