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

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**FORM 10-Q/A-1**

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(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.

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**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

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