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                                  UNITED STATES
                        SECURITIES & 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 March 31, 1999

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

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

             2831 Mission College Blvd.,  Santa Clara, CA 95054
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                   (Address of principal executive offices)
                                  (Zip Code)

                              (408) 346-2200
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             (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 May 10, 1999 was 41,160,218 shares. This number reflects the effect of
a two-for-one stock split effected April 12, 1999.

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<PAGE>

 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 March 31, 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
------    ------------------------------------------------------------------

 3.04 (1) Amendment to Certificate of Incorporation

 4.05 (1) Form of Note for Registrant's 5% Convertible Subordinated
          Notes.

 4.06 (1) Indenture between Exodus Communications, Inc. as Issuer and
          Chase Manhattan Bank and Trust Company, National Association,
          as Trustee dated March 1, 1999.

10.48  *  WorldCom Data Services Revenue Plan effective February 1, 1999
          between WorldCom, Inc. and Registrant.

10.49 (1) Building Lease dated January 29, 1999 between G&I Walsh
          and Registrant.

10.50 (1) Building Lease dated January 29, 1999 between Talus
          Corporation and Registrant.

10.51  *  Capacity Sales Agreement dated February 17, 1999 between
          Registrant and MFS Cableco (Bermuda) Limited.

10.52 (1) Building Lease dated March 26, 1999 between Lincoln-RECP CM-ES
          OPCO, LLC and Registrant.

10.53 (1) First Amendment to Lease Agreement dated April 4, 1999 between
          Amdahl Corporation and Exodus Communications, Inc.

10.54 (1) Purchase Agreement dated February 25, 1999 among Registrant,
          Goldman, Sachs & Co., BancBoston Robertson Stephens Inc., BT
          Alex Brown Incorporated, Donaldson, Lufkin & Jenrette
          Securities Corporation and Hambrecht & Quist LLC.

10.55 (1) Registration Rights Agreement dated March 1, 1999 among
          Registrant, Goldman, Sachs & Co., BancBoston Robertson
          Stephens Inc., BT Alex Brown Incorporated, Donaldson, Lufkin &
          Jenrette Securities Corporation and Hambrecht & Quist LLC.

10.56  *  WorldCom Capacity Access Service Agreement dated February 17,
          1999 between Registrant and Worldcom Technologies, Inc.

27.1  (1) Financial Data Schedule.

* Confidential treatment has been requested for 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 document has been sent to the Securities and Exchange Commission.

(1) Previously filed.

b.  Reports on Form 8-K

On January 29, 1999, we filed a Form 8-K to report the adoption of
our stockholder rights plan. On February 22, 1999, we filed a Form 8-K
to report our intent to sell our 5% convertible subordinated notes, and
on March 2, 1999 we filed a Form 8-K to report the sale of our 5%
convertible subordinated notes.




                                  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.


      June 24, 1999                              /s/ Ellen M. Hancock
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           Date                                     Ellen M. Hancock
                                            President, Chief Executive Officer
                                                       and Director



     June 24, 1999                              /s/ Richard S. Stoltz
----------------------------             --------------------------------------
           Date                                     Richard S. Stoltz
                                                Chief Financial Officer and
                                                  Chief Operating Officer
                                            (Duly Authorized Officer and Chief
                                                    Accounting Officer)