EXHIBIT 10.55

 


                           EXODUS COMMUNICATIONS, INC.
                        5% CONVERTIBLE SUBORDINATED NOTES
                              DUE MARCH 15, 2006

                         REGISTRATION RIGHTS AGREEMENT

                           Dated as of March 1, 1999

Goldman, Sachs & Co.
BancBoston Robertson Stephens Inc.
BT Alex. Brown Incorporated
Donaldson, Lufkin & Jenrette
   Securities Corporation
Hambrecht & Quist LLC
   As representatives of the several Purchasers
   Named in Schedule I hereto
c/o Goldman, Sachs & Co.
85 Broad Street
New York, New York 10004

Ladies and Gentlemen:

Exodus Communications, Inc., a Delaware corporation (the 
"Company"), proposes to issue and sell to the Purchasers (as defined 
herein) upon the terms set forth in a Purchase Agreement (as defined 
herein) its 5% Convertible Subordinated Notes due March 15, 2006 (the 
"Securities").  As an inducement to the Purchasers to enter into the 
Purchase Agreement and in satisfaction of a condition to the obligations 
of the Purchasers thereunder, the Company agrees with the Purchasers, for 
the benefit of the Holders (as defined herein) from time to time of the 
Registrable Securities (as defined herein), as follows:

1. Definitions.  Capitalized terms used herein without definition 
shall have their respective meanings set forth in or pursuant to the 
Purchase Agreement.  As used in this Agreement, the following capitalized 
defined terms shall have the following meanings:

"Act" or "Securities Act" means the United States Securities Act of 
1933, as amended.

"Affiliate" of any specified person means any other person which, 
directly or indirectly, is in control of, is controlled by, or is under 
common control with such specified person.  For purposes of this 
definition, control of a person means the power, direct or indirect, to 
direct or cause the direction of the management and policies of such 
person whether by contract or otherwise; and the terms "controlling" and 
"controlled" have meanings correlative to the foregoing.

"Common Stock" means the Company's Common Stock, par value $0.001 
per share.

"Commission" means the United States Securities and Exchange 
Commission.

"DTC" means The Depository Trust Company.

"Effective Failure" has the meaning assigned thereto in Section 7 
hereof.

"Effective Time" means the date on which the Commission declares 
the Shelf Registration Statement effective or on which the Shelf 
Registration Statement otherwise becomes effective.

"Effectiveness Period" has the meaning set forth in Section 2(b)(i) 
hereof.

"Electing Holder" has the meaning assigned thereto in 
Section 3(a)(3) hereof.

"Exchange Act" means the United States Securities Exchange Act of 
1934, as amended.

"Expedited Filing" has the meaning assigned thereto in 
Section 3(a)(1) hereof.


"Expedited Filing Questionnaire Deadline" has the meaning assigned 
thereto in Section 3(a)(1) hereof.

"Holder" means any Person that has a beneficial interest in any 
Restricted Global Security or any beneficial interest in a global 
security representing shares of Common Stock issuable upon conversion of 
a Security.

"Indenture" means the Indenture dated as of March 1, 1999 between 
the Company and Chase Manhattan Bank and Trust Company, National 
Association, as Trustee, as amended and supplemented from time to time.

"Liquidated Damages" has the meaning assigned thereto in Section 7 
hereof.

"Managing Underwriters" means the investment banker or investment 
bankers and manager or managers that shall administer an underwritten 
offering, if any, as set forth in Section 6 hereof.

"NASD Rules" means the Rules of the National Association of 
Securities Dealers, Inc., as amended from time to time.

"Notice and Questionnaire" means a Notice of Registration Statement 
and Selling Securityholder Questionnaire substantially in the form of 
Exhibit A hereto.

"Person" shall mean an individual, partnership, corporation, trust 
or unincorporated organization, or a government or agency or political 
subdivision thereof.

"Prospectus" means the prospectus included in any Shelf 
Registration Statement (including, without limitation, any preliminary 
prospectus, any final prospectus and any prospectus that discloses 
information previously omitted from a prospectus filed as part of an 
effective registration statement in reliance upon Rule 430A under the 
Act), included in the Shelf Registration Statement, as amended or 
supplemented by any prospectus supplement, with respect to the terms of 
the offering of any portion of the Registrable Securities covered by the 
Shelf Registration Statement and by all other amendments and supplements 
to such prospectus, including all material incorporated by reference in 
such prospectus and all documents filed after the date of such prospectus 
by the Company under the Exchange Act and incorporated by reference 
therein.

"Purchase Agreement" means the purchase agreement dated February 
25, 1999 between the Company and the Purchasers.

"Purchasers" means you, as the Purchasers named in Schedule I to 
the Purchase Agreement.

"Registrable Securities" means all or any portion of the Securities 
issued from time to time under the Indenture in registered form and the 
Common Stock issuable upon conversion or repurchase of such Securities; 
provided, however, that a security ceases to be a Registrable Security 
when it is no longer a Restricted Security.

"Registration Default" has the meaning assigned thereto in 
Section 7 hereof.

"Restricted Security" means any Security or share of Common Stock 
issuable upon conversion or repurchase thereof except any such Security 
or such share of Common Stock which (i) has been effectively registered 
under the Securities Act and sold in a manner contemplated by the Shelf 
Registration Statement, (ii) has been transferred in compliance with Rule 
144 under the Securities Act (or any successor provision thereto) or is 
transferable pursuant to paragraph (k) of such Rule 144 (or any successor 
provision thereto), or (iii) has otherwise been transferred and a new 
Security or share of Common Stock not subject to transfer restrictions 
under the Securities Act has been delivered by or on behalf of the 
Company in accordance with Section 3.5 of the Indenture.

"Shelf Registration" means a registration effected pursuant to 
Section 2 hereof.

"Shelf Registration Statement" means a shelf registration statement 
of the Company pursuant to the provisions of Section 2 hereof filed with 
the Commission which covers some or all of the Registrable Securities, as 
applicable, on an appropriate form under Rule 415 under the Act, or any 
similar rule that may be adopted by the Commission, amendments and 
supplements to such registration statement, including post-effective 
amendments, in each case including the Prospectus contained therein, all 
exhibits thereto and all material incorporated by reference therein.

"Underwriter" means any underwriter of Registrable Securities in 
connection with an offering thereof under a Shelf Registration Statement.

2. Shelf Registration.

(a) The Company shall, within 90 calendar days following the 
First Time of Delivery (as defined in the Purchase Agreement), file with 
the Commission a Shelf Registration Statement relating to the offer and 
sale of the Registrable Securities by the Holders and, thereafter, shall 
use all reasonable efforts to cause such Shelf Registration Statement to 
be declared effective under the Securities Act within 180 calendar days 
after the First Time of Delivery (as defined in the Purchase Agreement); 
provided, however, that the Company may, upon written notice to all the 
Holders, postpone having the Shelf Registration Statement declared 
effective for a reasonable period not to exceed 90 days if the Company 
possesses material non-public information, the disclosure of which would 
have a material adverse effect on the Company and its subsidiaries taken 
as a whole; provided, further, however, that no Holder shall be entitled 
to have the Registrable Securities held by it covered by such Shelf 
Registration unless such Holder is an Electing Holder.

(b) The Company shall use all reasonable efforts:

            (i) To keep the Shelf Registration Statement 
continuously effective in order to permit the Prospectus forming part 
thereof to be usable by Electing Holders for a period of two years from 
the date it is declared effective, or such shorter period that will 
terminate when there are no Registrable Securities outstanding (in either 
case, such period being referred to herein as the "Effectiveness 
Period");

            (ii) After the Effective Time of the Shelf 
Registration Statement, promptly upon the request of any Holder of 
Registrable Securities that is not then an Electing Holder, to take any 
action reasonably necessary to enable such Holder to use the Prospectus 
forming a part thereof for offers and resales of Registrable Securities, 
including, without limitation, any action reasonably necessary to 
identify such Holder as a selling securityholder in the Shelf 
Registration Statement; provided, however, that nothing in this 
subparagraph shall relieve such Holder of the obligation to return a 
completed and signed Notice and Questionnaire to the Company in 
accordance with Sections 3(a)(1) or 3(a)(2) hereof; and

            (iii) If at any time, the Securities, pursuant to 
Article XII of the Indenture, are convertible into securities other than 
shares of Common Stock, the Company shall, or shall cause any successor 
under the Indenture to, cause such securities to be included in the Shelf 
Registration Statement no later than the date on which the Securities may 
then be convertible into such securities.

The Company shall be deemed not to have used all reasonable efforts 
to keep the Shelf Registration Statement effective during the 
Effectiveness Period if the Company voluntarily takes any action that 
would result in Electing Holders not being able to offer and sell any of 
their Registrable Securities during such period, unless (i) such action 
is required by applicable law or regulation, (ii) the Company determines 
based on the advice of counsel that it is advisable to disclose in the 
Shelf Registration Statement a financing, acquisition or other corporate 
transaction or other material event or circumstance affecting the Company 
or its securities, and the Board of Directors of the Company (or an 
executive officer of the Company duly authorized for such purpose) shall 
have determined in good faith that such disclosure at such time is not in 
the best interests of the Company and its stockholders, and, in the case 
of clause (i) above, the Company thereafter promptly complies with the 
requirements of paragraph 3(h) below.

3. Registration Procedures.  In connection with any Shelf 
Registration Statement, the following provisions shall apply:

            (a) (1) If the Company expects to file and obtain the 
effectiveness of a Shelf Registration Statement within 30 days of the 
date hereof (an "Expedited Filing"), it shall (x) mail, as promptly as 
reasonably practicable after the date hereof to the Holders of 
Registrable Securities, a Notice and Questionnaire with a response 
deadline of 30 days from the date of such Notice (the "Expedited Filing 
Questionnaire Deadline"), and (y) as promptly as reasonably practicable 
after the response deadline but in any event no later than 10 days 
thereafter, prepare a Prospectus supplement (and if required file an 
amendment or a supplement to the Shelf Registration Statement) or take 
such other measures, if any, as are necessary to include in the Shelf 
Registration Statement the Registrable Securities of Electing Holders.  
If the Company does not intend to make an Expedited Filing, it shall mail 
the Notice and Questionnaire to the Holders of Registrable Securities not 
less than 30 calendar days prior to the time the Company intends in good 
faith to have the Shelf Registration Statement declared effective.  
Subject to Section 3(a)(2) hereof, no Holder of Registrable Securities 
shall be entitled to be named as a selling securityholder in the Shelf 
Registration Statement as of the Effective Time (or in the first 
Prospectus supplement filed thereafter in the case of an Expedited 
Filing), and no Holder of Registrable Securities shall be entitled to use 
the Prospectus forming a part thereof for offers and resales of 
Registrable Securities at any time, unless such Holder has returned a 
completed and signed Notice and Questionnaire to the Company by the 
deadline for response set forth therein; provided, however, that Holders 
of Registrable Securities shall have at least 28 calendar days from the 
date on which the Notice and Questionnaire is first mailed to such 
Holders to return a completed and signed Notice and Questionnaire to the 
Company.

                (2)     After the Effective Time of the Shelf 
Registration Statement (or the Expedited Filing Questionnaire Deadline in 
the case of an Expedited Filing), the Company shall, upon the request of 
any Holder of Registrable Securities that is not then an Electing Holder, 
as promptly as reasonably practicable, send a Notice and Questionnaire to 
such Holder.  The Company shall not be required to take any action to 
name such Holder as a selling securityholder in the Shelf Registration 
Statement until such Holder has returned a completed and signed Notice 
and Questionnaire to the Company.  Following its receipt of such Notice 
and Questionnaire, the Company will reasonably promptly include the 
Registrable Securities covered thereby in the Shelf Registration 
Statement (if not previously included).

                (3)     The term "Electing Holder" shall mean any Holder 
of Registrable Securities that has returned a completed and signed Notice 
and Questionnaire to the Company in accordance with Section 3(a)(1) or 
3(a)(2) hereof.

(b) The Company shall, as promptly as reasonably practicable, 
take such action as may be necessary so that (i) each of the Shelf 
Registration Statement and any amendment thereto and any Prospectus 
forming part thereof and any amendment or supplement thereto (and each 
report or other document incorporated therein by reference in each case) 
complies in all material respects with the Securities Act and the 
Exchange Act and the respective rules and regulations thereunder, (ii) 
each of the Shelf Registration Statement and any amendment thereto does 
not, when it becomes effective, contain an untrue statement of a material 
fact or omit to state a material fact required to be stated therein or 
necessary to make the statements therein not misleading, and (iii) each 
of the Prospectus forming part of the Shelf Registration Statement, and 
any amendment or supplement to such Prospectus, does not include an 
untrue statement of a material fact or omit to state a material fact 
necessary in order to make the statements therein, in the light of the 
circumstances under which they were made, not misleading.

(c) (i) The Company shall, as promptly as reasonably 
practicable, advise each Electing Holder and shall confirm such advice in 
writing if so requested by any such Electing Holder:

               (1) when a Shelf Registration Statement and any 
amendment thereto has been filed with the Commission and when the Shelf 
Registration Statement or any post-effective amendment thereto has become 
effective;

               (2) of any request by the Commission for 
amendments or supplements to the Shelf Registration Statement or the 
Prospectus included therein or for additional information;

               (3) of the issuance by the Commission of any stop 
order suspending effectiveness of the Shelf Registration Statement or the 
initiation of any proceedings for that purpose; and

               (4) of the receipt by the Company of any 
notification with respect to the suspension of the qualification of the 
securities included in the Shelf Registration Statement for sale in any 
jurisdiction or the initiation of any proceeding for such purpose.

 (ii) The Company shall, as promptly as reasonably 
practicable, advise DTC and the trustee under the Indenture of the 
happening of any event or the existence of any state of facts that 
requires the making of any changes in the Shelf Registration Statement or 
the Prospectus included therein so that, as of such date, the Shelf 
Registration Statement and the Prospectus do not contain an untrue 
statement of a material fact and do not omit to state a material fact 
required to be stated therein or necessary to make the statements therein 
(in the case of the Prospectus, in light of the circumstances under which 
they were made) not misleading (which advice shall be accompanied by an 
instruction to suspend the use of the Prospectus until the requisite 
changes have been made).

(d) The Company shall use all reasonable efforts to prevent 
the issuance, and if issued to obtain the withdrawal, of any order 
suspending the effectiveness of any Shelf Registration Statement at the 
earliest possible time.

(e) The Company shall furnish to each Electing Holder, without 
charge, at least one copy of such Shelf Registration Statement and any 
post-effective amendment thereto, including financial statements and 
schedules, and, if the Electing Holder so requests in writing, all 
reports, other documents and exhibits that are filed with or incorporated 
by reference in the Shelf Registration Statement.  The Company shall use 
all reasonable efforts to take into account and, if appropriate, reflect 
in an amendment to the Shelf Registration Statement such comments on the 
Shelf Registration Statement as initially filed as the Electing Holders 
and their counsel may reasonably propose.

(f) The Company shall, during the Effectiveness Period, 
deliver to each Electing Holder, without charge, as many copies of the 
Prospectus (including each preliminary Prospectus) included in the Shelf 
Registration Statement and any amendment or supplement thereto as such 
Electing Holder may reasonably request; and the Company consents (except 
during the continuance of any event described in Section 3(c)(ii)) to the 
use of the Prospectus or any amendment or supplement thereto by each of 
the Electing Holders in connection with the offering and sale of the 
Registrable Securities covered by the Prospectus or any amendment or 
supplement thereto during the Effectiveness Period.  The Company shall 
use all reasonable efforts to take into account and, if appropriate, 
reflect in a Prospectus supplement or amendment such comments as the 
Electing Holders and their counsel may reasonably propose.

(g) Prior to any offering of Registrable Securities pursuant 
to the Shelf Registration Statement, the Company shall (i) register or 
qualify or cooperate with the Electing Holders and their respective 
counsel in connection with the registration or qualification of such 
Registrable Securities for offer and sale under the securities or blue 
sky laws of such jurisdictions as any such Electing Holders reasonably 
request, (ii) keep such registrations or qualifications in effect and 
comply with such laws so as to permit the continuance of offers and sales 
in such jurisdictions for so long as may be necessary to enable any 
Electing Holder or underwriter, if any, to complete its distribution of 
Registrable Securities pursuant to the Shelf Registration Statement and 
(iii) take any and all other actions necessary or advisable to enable the 
disposition in such jurisdictions of such Registrable Securities; 
provided, however, that in no event shall the Company be obligated to (a) 
qualify as a foreign corporation or as a dealer in securities in any 
jurisdiction where it would not otherwise be required to so qualify but 
for this Section 3(g), or (b) file any general consent to service of 
process in any jurisdiction where it is not as of the date hereof then so 
subject.

(h) Upon the occurrence of any event contemplated by paragraph 
3(c)(ii) above, the Company shall as promptly as reasonably practicable 
prepare a post-effective amendment or supplement to the Shelf 
Registration Statement or the Prospectus, or any document incorporated 
therein be reference, or file any other required document so that, as 
thereafter delivered to purchasers of the Registrable Securities included 
therein, the Prospectus will not include an untrue statement of a 
material fact or omit to state any material fact necessary to make the 
statements therein, in the light of the circumstances under which they 
were made, not misleading; provided, however, if the Company determines 
based upon the advice of counsel that it is advisable to disclose in the 
Shelf Registration Statement a financing, acquisition or other corporate 
transaction or other material event affecting the Company or its 
securities, and the Board of Directors of the Company (or an executive 
officer of the Company duly authorized for such purpose) shall have 
determined in good faith that such disclosure would not be in the best 
interests of the Company and its stockholders, the Company shall not be 
required to prepare and file such amendment, supplement or document for 
such period as the Board of Directors of the Company shall have 
determined in good faith is in the best interests of the Company and its 
stockholders.  If the Electing Holders are notified of the occurrence of 
any event contemplated by paragraph 3(c)(ii) above, the Electing Holders 
shall suspend the use of the Prospectus until the requisite changes to 
the Prospectus have been made.

(i) Not later than the Effective Time of the Shelf 
Registration Statement, the Company shall provide a CUSIP number for the 
Registrable Securities that are debt securities.

(j) The Company shall use its best efforts to comply with all 
applicable rules and regulations of the Commission and shall make 
generally available to its security holders as soon as practicable, but 
in any event not later than eighteen months after (i) the effective date 
(as defined in Rule 158(c) under the Securities Act) of the Shelf 
Registration Statement and (ii) the effective date of each post-effective 
amendment to the Shelf Registration Statement and (iii) the date of each 
filing by the Company with the Commission of an Annual Report on Form 10-
K or 10-KSB that is incorporated by reference in the Shelf Registration 
Statement, an earnings statement of the Company and its subsidiaries 
satisfying the provisions of Section 11(a) of the Securities Act.

(k) The Company shall cause the Indenture and the Securities 
to be qualified under the Trust Indenture Act in a timely manner; and in 
connection with such qualification, the Company shall cooperate with the 
Trustee under the Indenture and the Holders (as defined in the Indenture) 
to effect such changes to the Indenture as may be required for such 
Indenture to be so qualified in accordance with the terms of the Trust 
Indenture Act; and the Company shall execute and use all reasonable 
efforts to cause the Trustee to execute, all documents that may be 
required to effect such changes and all other forms and documents 
required to be filed with the Commission to enable such Indenture to be 
so qualified in a timely manner.

(l) In the event of an underwritten offering conducted 
pursuant to Section 6 hereof, the Company shall, if requested, promptly 
include or incorporate in a Prospectus supplement or post-effective 
amendment to the Shelf Registration Statement such information as the 
Managing Underwriters reasonably agree should be included therein and to 
which the Company does not reasonably object and shall make all required 
filings of such Prospectus supplement or post-effective amendment as soon 
as reasonably practicable after it is notified of the matters to be 
included or incorporated in such Prospectus supplement or post-effective 
amendment.

(m) Upon request, the Company shall enter into such customary 
agreements (including underwriting agreements in customary form) and take 
all other appropriate actions in order to expedite or facilitate the 
registration and disposition of the Registrable Securities, and in 
connection therewith, if an underwriting agreement is entered into, cause 
the same to contain indemnification and contribution provisions and 
procedures substantially identical to those set forth in Section 5 (or 
such other provisions and procedures acceptable to the Managing 
Underwriters, if any) with respect to all parties to be indemnified 
pursuant to Section 5 hereof.

(n) The Company shall, upon request:

            (i) make reasonably available for inspection by one 
representative of the Electing Holders designated in writing by the 
Holders of a majority of the Registrable Securities to be registered 
thereunder, any underwriter participating in any underwritten offering 
pursuant to Section 6 hereof, and any attorney, accountant or other agent 
retained by such representative or any such underwriter all relevant 
financial and other records, pertinent corporate documents and properties 
of the Company and its subsidiaries, as is customary for similar due 
diligence examinations;

            (ii) cause the Company's officers, directors and 
employees to make reasonably available for inspection all relevant 
information reasonably requested by such representative or any such 
underwriter, attorney, accountant or agent in connection with any such 
Shelf Registration Statement, in each case, as is customary for similar 
due diligence examinations; provided, however, that any information that 
is designated in writing by the Company, in good faith, as confidential 
at the time of delivery of such information shall be kept confidential by 
such representative, any Holders or any such underwriter, attorney, 
accountant or agent, unless (x) such disclosure is made in connection 
with a court proceeding or required by law, or (y) such information 
becomes available to the public generally or through a third party 
without an accompanying obligation of confidentiality; and provided, 
further, that as promptly as reasonably practicable before disclosure is 
made pursuant to clause (x) above, the Company is given prior written 
notice.

           (iii) in connection with any underwritten offering 
conducted pursuant to Section 6 hereof, make such representations and 
warranties to the Electing Holders and the underwriters, if any, in form, 
substance and scope as are customarily made by the Company to 
underwriters in primary underwritten offerings and covering matters 
including, but not limited to, those set forth in the Purchase Agreement;

           (iv) in connection with any underwritten offering 
conducted pursuant to Section 6 hereof, obtain opinions of counsel to the 
Company and updates thereof (which counsel and opinions (in form, scope 
and substance) shall be reasonably satisfactory to the Managing 
Underwriters, if any) addressed to each Electing Holder and the 
underwriters, if any, covering such matters as are customarily covered in 
opinions requested in underwritten offerings and such other matters as 
may be reasonably requested by such Electing Holders and underwriters (it 
being agreed that the matters to be covered by such opinion or written 
statement by such counsel delivered in connection with such opinions 
shall include in customary form, without limitation, as of the date of 
the opinion and as of the effective date of the Shelf Registration 
Statement or most recent post-effective amendment thereto, as the case 
may be, the absence from such Shelf Registration Statement and the 
Prospectus included therein, as then amended or supplemented, including 
the documents incorporated by reference therein, of an untrue statement 
of a material fact or the omission to state therein a material fact 
required to be stated therein or necessary to make the statements therein 
not misleading);

           (v) in connection with any underwritten offering 
conducted pursuant to Section 6 hereof, obtain "cold comfort" letters and 
updates thereof from the independent public accountants of the Company 
(and, if necessary, any other independent public accountants of any 
subsidiary of the Company or of any business acquired by the Company for 
which financial statements and financial data are, or are required to be, 
included in the Shelf Registration Statement), addressed to each Electing 
Holder and the underwriters, if any, in customary form and covering 
matters of the type customarily covered in "cold comfort" letters in 
connection with primary underwritten offerings;

           (vi) in connection with any underwritten offering 
conducted pursuant to Section 6 hereof, deliver such documents and 
certificates as may be reasonably requested by any such Electing Holders 
and the Managing Underwriters, if any, including those to evidence 
compliance with Section 3(h) hereof and with any customary conditions 
contained in the underwriting agreement or other agreement entered into 
by the Company.

(o) The Company will use all reasonable efforts to cause the 
shares of Common Stock issuable upon conversion of the Securities to be 
quoted on the Nasdaq National Market or other trading system or stock 
exchange on which the Common Stock primarily trades on or prior to the 
Effective Time of any Shelf Registration Statement hereunder.

(p) In the event that any broker-dealer registered under the 
Exchange Act shall be an "affiliate" (as defined in Rule 2720(b)(1) of 
the NASD Rules (or any successor provision thereto)) of the Company or 
has a "conflict of interest" (as defined in Rule 2720(b)(7) of the NASD 
Rules (or any successor provision thereto)) and such broker-dealer shall 
underwrite, participate as a member of an underwriting syndicate or 
selling group or assist in the distribution of any Registrable Securities 
covered by the Shelf Registration Statement, whether as a Holder of such 
Registrable Securities or as an underwriter, a placement or sales agent 
or a broker or dealer in respect thereof, or otherwise, assist such 
broker or dealer in respect thereof, or otherwise, the Company shall 
assist such broker-dealer in complying with the requirements of the NASD 
Rules, including, without limitation, by (A) engaging a "qualified 
independent underwriter" (as defined in Rule 2720(b)(15) of the NASD 
Rules (or any successor provision thereto)) to participate in the 
preparation of the Shelf Registration Statement relating to such 
Registrable Securities, to exercise usual standards of due diligence in 
respect thereto and to recommend the public offering price of such 
Registrable Securities, (B) indemnifying any such qualified independent 
underwriter to the extent of the indemnification of underwriters provided 
in Section 5 hereof, and (C) providing such information to such broker- 
dealer as may be required in order for such broker-dealer to comply with 
the requirements of the NASD Rules.

(q) The Company shall use all reasonable efforts to take all 
other steps necessary to effect the registration, offering and sale of 
the Registrable Securities covered by the Shelf Registration Statement 
contemplated hereby.

4. Registration Expenses.  The Company shall bear all fees and 
expenses incurred in connection with the performance of its obligations 
under Sections 2, 3 and 6 hereof and shall bear or reimburse the Electing 
Holders for the reasonable fees and disbursements of one firm of counsel 
designated by the Company and reasonably acceptable to the Holders of a 
majority of the Registrable Securities covered by the Shelf Registration 
Statement to act as counsel therefor in connection therewith, subject to 
the provisions of Section 6 with respect to the payment of fees and 
expenses in connection with an underwritten offering.

5. Indemnification and Contribution.  

(a) Indemnification by the Company. In connection with any 
Shelf Registration Statement, the Company shall indemnify and hold 
harmless each Electing Holder and each underwriter, selling agent or 
other securities professional, if any, who facilitates the disposition of 
Registrable Securities, and each of their respective officers and 
directors and each person, if any, who controls such Electing Holder, 
underwriter, selling agent or other securities professional within the 
meaning of Section 15 of the Securities Act or Section 20 of the Exchange 
Act (each such person being sometimes referred to herein as an 
"Indemnified Person") against any losses, claims, damages or liabilities, 
joint or several, to which such Indemnified Person may become subject 
under the Securities Act or otherwise, insofar as such losses, claims, 
damages or liabilities (or actions in respect thereof) arise out of or 
are based on any untrue statement or alleged untrue statement of a 
material fact contained in any Shelf Registration Statement (or any 
amendment thereto) under which such Registrable Securities are registered 
under the Securities Act, or any Prospectus contained therein or 
furnished by the Company to any Indemnified Person, or any amendment or 
supplement thereto, or arise out of or are based upon the omission or 
alleged omission therefrom of a material fact required to be stated 
therein or necessary to make the statements therein not misleading (in 
the case of the Prospectus, in light of the circumstances under which 
they were made), and the Company hereby agrees to reimburse such 
Indemnified Person for any legal or other expenses reasonably incurred by 
them in connection with investigating or defending any such action or 
claim as such expenses are incurred; provided, however, that the Company 
shall not be liable to any such Indemnified Person in any such case to 
the extent that any such loss, claim, damage or liability arises out of 
or is based upon an untrue statement or alleged untrue statement or 
omission or alleged omission made in such Shelf Registration Statement or 
Prospectus, or any amendment or supplement thereto, in reliance upon and 
in conformity with written information furnished to the Company by such 
Indemnified Person expressly for use therein.

(b) Indemnification by the Holders and Any Agents and 
Underwriters. Each Electing Holder agrees, as a consequence of the 
inclusion of any such holder's Registrable Securities in such Shelf 
Registration Statement, and each underwriter, selling agent or other 
securities professional, if any, who facilitates the disposition of 
Registrable Securities shall agree, as a consequence of facilitating such 
disposition of Registrable Securities, severally and not jointly, to (i) 
indemnify and hold harmless the Company, its directors, officers who sign 
any Shelf Registration Statement and each person, if any, who controls 
the Company within the meaning of Section 15 of the Securities Act or 
Section 20 of the Exchange Act, against any losses, claims, damages or 
liabilities to which the Company or such other persons may become 
subject, under the Securities Act or otherwise, insofar as such losses, 
claims, damages or liabilities (or actions in respect thereof) arise out 
of or are based upon an untrue statement or alleged untrue statement of a 
material fact contained in such Shelf Registration Statement or 
Prospectus, or any amendment or supplement thereto, or arise out of or 
are based upon an omission or alleged omission to state therein a 
material fact required to be stated therein or necessary to make the 
statements therein not misleading (in the case of the Prospectus, in 
light of the circumstances under which they were made), in each case to 
the extent, but only to the extent, that such untrue statement or alleged 
untrue statement or omission or alleged omission was made in reliance 
upon and in conformity with written information furnished to the Company 
by such Electing Holder, underwriter, selling agent or other securities 
professional expressly for use therein and (ii) reimburse the Company for 
any legal or other expenses reasonably incurred by the Company in 
connection with investigating or defending any such action or claim as 
such expenses are incurred.

(c) Notices and Claims. Promptly after receipt by an 
indemnified party under subsection (a) or (b) above of notice of the 
commencement of any action, such indemnified party shall, if a claim in 
respect thereof is to be made against an indemnifying party under this 
Section 5, notify such indemnifying party in writing of the commencement 
thereof; but the omission to so notify the indemnifying party shall not 
relieve it from any liability which it may have to the indemnified party 
otherwise than under this Section 5.  In case any such action shall be 
brought against any indemnified party and it shall notify an indemnifying 
party of the commencement thereof, such indemnifying party shall be 
entitled to participate therein and, to the extent that it shall wish, 
jointly with any other indemnifying party similarly notified, to assume 
the defense thereof, with counsel reasonably satisfactory to such 
indemnified party (who shall not, except with the consent of the 
indemnified party, be counsel to the indemnifying party) and, after 
notice from the indemnifying party of its election so to assume the 
defense thereof, such indemnifying party shall not be liable to such 
indemnified party under this Section 5 for any legal expenses of other 
counsel or any other expenses, in each case subsequently incurred by such 
indemnified party, in connection with the defense thereof other than 
reasonable costs of investigation.  No indemnifying party shall, without 
the written consent of the indemnified party, effect the settlement or 
compromise of, or consent to the entry of any judgment with respect to, 
any pending or threatened action or claim in respect of which 
indemnification or contribution may be sought hereunder (whether or not 
the indemnified party is an actual party to such action or claim) unless 
such settlement, compromise or judgment (i) includes an unconditional 
release of the indemnified party from all liability arising out of such 
action or claim and (ii) does not include a statement as to, or an 
admission of, fault, culpability or a failure to act, by or on behalf of 
any indemnified party.

(d) Contribution. If the indemnification provided for in this 
Section 5 is unavailable to or insufficient to hold harmless an 
indemnified party under subsection (a) or (b) of this Section 5 in 
respect of any losses, claims, damages or liabilities (or actions in 
respect thereof) referred to therein, then each indemnifying party shall 
contribute to the amount paid or payable by such indemnified party as a 
result of such losses, claims, damages or liabilities (or actions in 
respect thereof) in such proportion as is appropriate to reflect the 
relative fault of the indemnifying party and the indemnified party in 
connection with the statements or omissions which resulted in such 
losses, claims, damages and liabilities (or actions in respect thereof), 
as well as any other relevant equitable considerations.  The relative 
fault of such indemnifying party and indemnified party shall be 
determined by reference to, among other things, whether the untrue or 
alleged untrue statement of a material fact or the omission or alleged 
omission to state a material fact relates to information supplied by such 
indemnifying party or by such indemnified party, and the parties' 
relative intent, knowledge, access to information and opportunity to 
correct or prevent such statement or omission.  The parties hereto agree 
that it would not be just and equitable if contribution pursuant to this 
Section 5(d) were determined by pro rata allocation (even if the Electing 
Holders or any underwriters, selling agents or other securities 
professionals or all of them were treated as one entity for such purpose) 
or by any other method of allocation that does not take into account the 
equitable considerations referred to in this Section 5(d).  The amount 
paid or payable by an indemnified party as a result of the losses, 
claims, damages or liabilities (or actions in respect thereof) referred 
to above shall be deemed to include any legal or other fees or expenses 
reasonably incurred by such indemnified party in connection with 
investigating or defending any such action or claim.  No person guilty of 
fraudulent misrepresentation (within the meaning of Section 11(f) of the 
Securities Act) shall be entitled to contribution from any person who was 
not guilty of such fraudulent misrepresentation.  The obligations of the 
Electing Holders and any underwriters, selling agents or other securities 
professionals in this Section 5(d) to contribute shall be several in 
proportion to the percentage of principal amount of Registrable 
Securities registered or underwritten, as the case may be, by them and 
not joint.

(e) Notwithstanding any other provision of this Section 5, in 
no event shall any Electing Holder be required to undertake liability to 
any person under this Section 5 for any amounts in excess of the dollar 
amount of the proceeds received by such Electing Holder from the sale of 
such Electing Holder's Registrable Securities (after deducting any fees, 
discounts and commissions applicable thereto) pursuant to any Shelf 
Registration Statement under which such Registrable Securities are 
registered under the Securities Act.

(f) The obligations of the Company under this Section 5 shall 
be in addition to any liability which the Company may otherwise have to 
any Indemnified Person and the obligations of any Electing Holder, 
underwriter, selling agent or other securities professional under this 
Section 5 shall be in addition to any liability which any such Electing 
Holder, underwriter, selling agent or other securities professional shall 
otherwise have to the Company.  The remedies provided in this Section 5 
are not exclusive and shall not limit any rights or remedies which may 
otherwise be available to an indemnified party at law or in equity.

6. Underwritten Offering.  Any Electing Holder who desires to do so 
may sell Registrable Securities (in whole or in part) in an underwritten 
offering, provided that (i) the Electing Holders of at least 25% in 
aggregate principal amount of the Registrable Securities then covered by 
the Shelf Registration Statement shall request such an offering and (ii) 
at least such aggregate principal amount of such Registrable Securities 
shall be included in such offering, and provided, further, that the 
Company shall not be obligated to cooperate with more than one 
underwritten offering.  Upon receipt of such a request, the Company shall 
provide all Holders of Registrable Securities written notice of the 
request, which notice shall inform such Holders that they have the 
opportunity to participate in the offering.  In any such underwritten 
offering, the investment banker or bankers and manager or managers that 
will administer the offering will be selected by, and the underwriting 
arrangements with respect thereto will be approved by the Holders of a 
majority of the Registrable Securities to be included in such offering; 
provided, however, that such investment bankers and managers and 
underwriting arrangements must be reasonably satisfactory to the Company.  
No Holder may participate in any underwritten offering contemplated 
hereby unless (a) such Holder agrees to sell such Holder's Registrable 
Securities to be included in the underwritten offering in accordance with 
any approved underwriting arrangements, (b) such Holder completes and 
executes all reasonable questionnaires, powers of attorney, indemnities, 
underwriting agreements, lock-up letters and other documents required 
under the terms of such approved underwriting arrangements, and (c) if 
such Holder is not then an Electing Holder, such Holder returns a 
completed and signed Notice and Questionnaire to the Company in 
accordance with Section 3(a)(2) hereof within a reasonable amount of time 
before such underwritten offering.  The Holders participating in any 
underwritten offering shall be responsible for any underwriting discounts 
and commissions and fees and expenses of their own counsel.  The Company 
shall pay all expenses customarily borne by issuers in an underwritten 
offering, including but not limited to filing fees, the fees and 
disbursements of its counsel and accountants and any printing expenses 
incurred in connection with such underwritten offering.  Notwithstanding 
the foregoing or the provisions of Sections 3(l) and 3(m) hereof, upon 
receipt of a request from the Managing Underwriter or a representative of 
Holders of a majority of the Registrable Securities to be included in an 
underwritten offering to prepare and file an amendment or supplement to 
the Shelf Registration Statement and Prospectus in connection with an 
underwritten offering, the Company may delay the filing of any such 
amendment or supplement for up to 60 days if the Board of Directors of 
the Company (or an executive officer of the Company duly authorized for 
such purpose) shall have determined in good faith that the Company has a 
valid business reason for such delay.

7. Liquidated Damages.  Pursuant to Section 2(a) hereof, the 
Company may, upon written notice to all the Holders, postpone having the 
Shelf Registration Statement declared effective for a reasonable period 
not to exceed 90 days if the Company possesses material non-public 
information, the disclosure of which would have a material adverse effect 
on the Company and its subsidiaries taken as a whole.  Notwithstanding 
any such postponement, if (i) on or prior to the 90th day following the 
date of the First Time of Delivery (as defined in the Purchase 
Agreement), a Shelf Registration Statement has not been filed with the 
Commission or (ii) on or prior to the 180th day following the date of the 
First Time of Delivery (as defined in the Purchase Agreement), such Shelf 
Registration Statement is not declared effective by the Commission (each, 
a "Registration Default"), the Company shall be required to pay 
liquidated damages ("Liquidated Damages"), from and including the day 
following such Registration Default until such Shelf Registration 
Statement is either so filed or so filed and subsequently declared 
effective, as applicable.  Such Liquidated Damages shall be paid semi-
annually in arrears, with the first semi-annual payment due on the first 
Interest Payment Date (as defined in the Indenture), as applicable, 
following the date of such Registration Default, and will accrue at a 
rate per annum equal to an additional one-quarter of one percent (0.25%) 
of the principal amount of Restricted Securities, to and including the 
90th day following such Registration Default and one-half of one percent 
(0.5%) thereof from and after the 91st day following such Registration 
Default.  In the event that the Shelf Registration Statement ceases to be 
effective (or the Holders of Registrable Securities are otherwise 
prevented or restricted by the Company from effecting sales pursuant 
thereto) (an "Effective Failure") for more than 45 days, whether or not 
consecutive, in any 90 day period, and 90 days, whether or not 
consecutive, during any twelve-month period, then the Company shall pay 
Liquidated Damages in the amount of one-half of one percent (0.5%) per 
annum from the 46th day of the applicable 90 day period or the 90th day 
of the applicable twelve-month period, as the case may be, that such 
Shelf Registration Statement ceases to be effective (or the Holders of 
Registrable Securities are otherwise prevented or restricted by the 
Company from effecting sales pursuant thereto) until such time as the 
Effective Failure is cured.  For the purpose of determining an Effective 
Failure, days on which the Company has been obligated to pay Liquidated 
Damages in accordance with the foregoing in respect of a prior Effective 
Failure within the applicable 90 day or twelve-month period, as the case 
may be, shall not be included.  The Liquidated Damages as set forth in 
this Section 7 shall be the exclusive monetary remedy available to the 
Holders of Registrable Securities for such Registration Default or 
Effective Failure.  In no event shall the Company be required to pay 
Liquidated Damages in excess of the applicable maximumamount of one-half 
of one percent (0.5%) set forth above, regardless of whether one or 
multiple Registration Defaults exist. 

8. Miscellaneous.  

(a) Other Registration Rights.  The Company may grant 
registration rights that would permit any Person that is a third party 
the right to piggy-back on any Shelf Registration Statement, provided 
that if the Managing Underwriter, if any, of any underwritten offering 
conducted pursuant to Section 6 hereof notifies the Company and the 
Electing Holders that the total amount of securities which the Electing 
Holders and the holders of such piggy-back rights intend to include in 
any Shelf Registration Statement is so large as to materially threaten 
the success of such offering (including the price at which such 
securities can be sold), then the amount, number or kind of securities to 
be offered for the account of holders of such piggy-back rights will be 
reduced to the extent necessary to reduce the total amount of securities 
to be included in such offering to the amount, number or kind recommended 
by the Managing Underwriter prior to any reduction in the amount of 
Registrable Securities to be included in such Shelf Registration 
Statement.

(b) Amendments and Waivers.  The provisions of this Agreement, 
including the provisions of this Section 8(b), may be amended, and 
waivers or consents to departures from the provisions hereof may be 
given, only by a written instrument duly executed by the Company and the 
Holders of a majority in aggregate principal amount of Registrable 
Securities then outstanding.  Each Holder of Registrable Securities 
outstanding at the time of any such amendment, waiver or consent or 
thereafter shall be bound by any amendment, waiver or consent effected 
pursuant to this Section 8(b), whether or not any notice, writing or 
marking indicating such amendment, waiver or consent appears on the 
Registrable Securities or is delivered to such Holder.

(c) Notices. All notices and other communications provided for 
or permitted hereunder shall be made in writing by hand-delivery, first-
class mail, telex, telecopier, or air courier guaranteeing overnight 
delivery:

                        (1) if to a Holder, at the most current address 
given by such Holder to the Company in accordance with the provisions of 
this Section 8(c);

                        (2) if to the Purchasers, initially at the address 
set forth in the Purchase Agreement; and

                        (3) if to the Company, initially at its address 
set forth in the Purchase Agreement.

All such notices and communications shall be deemed to have been 
duly given when received.

The Purchasers or the Company by notice to the other may designate 
additional or different addresses for subsequent notices or 
communications.

(d) Successors and Assigns. This Agreement shall inure to the 
benefit of and be binding upon the successors and assigns of each of the 
parties and the Holders, including, without the need for an express 
assignment or any consent by the Company thereto, subsequent Holders of 
Registrable Securities.  The Company hereby agrees to extend the benefits 
of this Agreement to any Holder of Registrable Securities and any such 
Holder may specifically enforce the provisions of this Agreement as if an 
original party hereto.

(e) Counterparts. This agreement may be executed in any number 
of counterparts and by the parties hereto in separate counterparts, each 
of which when so executed shall be deemed to be an original and all of 
which taken together shall constitute one and the same agreement.

(f) Headings.  The headings in this agreement are for 
convenience of reference only and shall not limit or otherwise affect the 
meaning hereof.

(g) Governing Law.  This agreement shall be governed by and 
construed in accordance with the laws of the State of New York, without 
giving effect to any provisions relating to conflicts of laws.

(h) Severability.  In the event that any one or more of the 
provisions contained herein, or the application thereof in any 
circumstances, is held invalid, illegal or unenforceable in any respect 
for any reason, the validity, legality and enforceability of any such 
provision in every other respect and of the remaining provisions hereof 
shall not be in any way impaired or affected thereby, it being intended 
that all of the rights and privileges of the parties shall be enforceable 
to the fullest extent permitted by law.

(i) Survival.  The respective indemnities, agreements, 
representations, warranties and other provisions set forth in this 
Agreement or made pursuant hereto shall remain in full force and effect, 
regardless of any investigation (or any statement as to the results 
thereof) made by or on behalf of any Electing Holder, any director, 
officer or partner of such Electing Holder, any agent or underwriter, any 
director, officer or partner of such agent or underwriter, or any 
controlling person of any of the foregoing, and shall survive the 
transfer and registration of the Registrable Securities of such Holder.

Please confirm that the foregoing correctly sets forth the 
agreement between the Company and you.

                            Very truly yours,

                            Exodus Communications, Inc.
                            By:____________________________
                            Name:
                            Title:

The foregoing Registration Rights Agreement is hereby confirmed and 
accepted as of the date first above written.

                            Goldman, Sachs & Co.
                            BancBoston Robertson Stephens Inc.
                            BT Alex. Brown Incorporated
                            Donaldson, Lufkin & Jenrette
                               Securities Corporation
                            Hambrecht & Quist LLC
                            By:____________________________
                            (Goldman, Sachs & Co.)
                            On behalf of each of the Purchasers





              [Signature Page to Registration Rights Agreement]


<PAGE>



                                     Exhibit A

                             EXODUS COMMUNICATIONS, INC.
                          INSTRUCTION TO DTC PARTICIPANTS

                                  (DATE OF MAILING)

                       URGENT -- IMMEDIATE ATTENTION REQUESTED

                             DEADLINE FOR RESPONSE: (DATE)

The Depository Trust Company ("DTC") has identified you as a DTC 
Participant through which beneficial interests in Exodus Communications, 
Inc. (the "Company") 5% Convertible Subordinated Notes due March 15, 2006 
(the "Securities") are held.

The Company is in the process of registering the Securities under 
the Securities Act of 1933, as amended, for resale by the beneficial 
owners thereof. In order to have their Securities included in the 
registration statement, beneficial owners, INCLUDING BENEFICIAL OWNERS 
RESIDENT OUTSIDE THE UNITED STATES, must complete and return the enclosed 
Notice of Registration Statement and Selling Securityholder 
Questionnaire.

IT IS IMPORTANT THE BENEFICIAL OWNERS OF THE SECURITIES RECEIVE A 
COPY OF THE ENCLOSED MATERIALS AS SOON AS POSSIBLE as their rights to 
have the Securities included in the registration statement depend upon 
their returning the Notice and Questionnaire [DEADLINE FOR RESPONSE].  
Please forward a copy of the enclosed materials to each beneficial owner 
that holds interests in the Securities through you.  If you require more 
copies of the enclosed materials or have any questions regarding this 
matter, please contact [Name, address and telephone number of contact at 
the Company].



<PAGE>



                           EXODUS COMMUNICATIONS, INC.
          NOTICE OF REGISTRATION STATEMENT AND SELLING SECURITY HOLDER 
                                 QUESTIONNAIRE

                                     (DATE)

Exodus Communications, Inc. (the "Company") has filed or intends 
shortly to file with the United States Securities and Exchange Commission 
(the "Commission") a registration statement on form S-3 (the "Shelf 
Registration Statement") for the registration and resale under the United 
States Securities Act of 1933, as amended (the "Securities Act"), of the 
Company's 5% Convertible Subordinated Notes due March 15, 2006 (CUSIP No. 
0________) (the "Notes"), and Common Stock, par value $0.001 per share, 
of the Company issuable upon conversion or repurchase thereof, in 
accordance with the terms of the Registration Rights Agreement dated as 
of March 1, 1999 (the "Registration Rights Agreement") between the 
Company and the purchasers named therein (the "Purchasers").  A copy of 
the Registration Rights Agreement is attached hereto. All capitalized 
terms not otherwise defined herein shall have the meanings ascribed 
thereto in the Registration Rights Agreement.

In order to have Registrable Securities included in the Shelf 
Registration Statement (or a supplement or amendment thereto), this 
Notice of Registration Statement and Selling Securityholder Questionnaire 
("Notice and Questionnaire") must be completed, executed and delivered to 
the Company at the address set forth herein for receipt ON OR BEFORE 
[insert date that is 30 days from the Notice Date] (the "Questionnaire 
Deadline").  Unless the Company otherwise consents, beneficial owners of 
Registrable Securities who do not complete, execute and return this 
Notice and Questionnaire by such date (i) will not be named as selling 
securityholders in the Shelf Registration Statement (or a supplement or 
amendment thereto) and related Prospectus and (ii) may not sell their 
Registrable Securities pursuant thereto.  Beneficial owners of 
Registrable Securities not having returned a Notice and Questionnaire by 
the Questionnaire Deadline may, however, receive another Notice and 
Questionnaire from the Company upon request.  Following its receipt of a 
completed Notice and Questionnaire in return, the Company will reasonably 
promptly include the Registrable Securities covered thereby in the Shelf 
Registration Statement.

Certain legal consequences arise from being named as a selling 
securityholder in the Shelf Registration Statement and related 
Prospectus. Accordingly, Holders and beneficial owners of Registrable 
Securities are advised to consult their own securities law counsel 
regarding the consequences of being named or not being named as a selling 
securityholder in the Shelf Registration Statement and related 
Prospectus.

The term "Registrable Securities" is defined in the Registration 
Rights Agreement to mean all or any portion of the Notes issued under the 
Indenture and the Common Stock issuable upon conversion or repurchase 
thereof; provided, however, that a security ceases to be a Registrable 
Security when it is no longer a Restricted Security.
The term "Restricted Security" is defined in the Registration 
Rights Agreement to mean any Note or share of Common Stock issuable upon 
conversion or repurchase thereof except any such Note or share of Common 
Stock which (i) has been effectively registered under the Securities Act 
and sold in a manner contemplated by the Shelf Registration Statement, 
(ii) has been transferred in compliance with Rule 144 under the 
Securities Act (or any successor provision thereto) or is transferable 
pursuant to paragraph (k) of such Rule 144 (or any successor provision 
thereto), or (iii) has otherwise been transferred and a new Security or 
share of Common Stock not subject to transfer restrictions under the 
Securities Act has been delivered by or on behalf of the Company in 
accordance with Section 3.5 of the Indenture.


<PAGE>



                                   ELECTION

The undersigned holder (the "Selling Securityholder") of 
Registrable Securities hereby elects to include in the Shelf Registration 
Statement the Registrable Securities beneficially owned by it and listed 
below in Item (3) (unless otherwise specified under Item (3).  The 
undersigned, by signing and returning this Notice and Questionnaire, 
agrees to be bound with respect to such Registrable Securities by the 
terms and conditions of this Notice and Questionnaire and the 
Registration Rights Agreement, including, without limitation, Section 5 
of the Registration Rights Agreement, as if the undersigned Selling 
Securityholder were an original party thereto.

Upon any sale of Registrable Securities pursuant to the Shelf 
Registration Statement, the undersigned Selling Securityholder will be 
required to deliver to the Company and the Trustee under the Indenture 
the Notice of Transfer completed and signed set forth in Appendix I to 
the Notice and Questionnaire and hereby undertakes to do so.

The undersigned Selling Securityholder hereby provides the 
following information to the Company and represents and warrants that 
such information is accurate and complete:


<PAGE>





                                  QUESTIONNAIRE

(1)     (a)     Full Legal Name of Selling Securityholder:

(b)     Full Legal Name of Registered Holder (if not the same as in 
(a) above) of Registrable Securities Listed in (3) Below:

 (c)    Full Legal Name of DTC Participant (if applicable and if not 
the same as (b) above) Through Which Registrable Securities 
Listed in (3) Below are Held:

 (2)    Address for Notices to Selling Securityholder:



        Telephone:      
        Fax:            
        Contact:        

(3)     Beneficial Ownership of Registrable Securities:

Except as set forth below, the undersigned Selling Securityholder 
does not beneficially own any Notes or Common Stock previously 
issued upon conversion or repurchase of any Note.

Principal amount of Notes beneficially owned:   

Number of shares of Common Stock beneficially owned and issued to 
date upon conversion or repurchase of Notes (if any):   

Principal amount of Notes which the undersigned wishes to be 
included in the Shelf Registration Statement:   

Number of shares of Common Stock (if any) issued upon conversion or 
repurchase of Registrable Securities which are to be included in 
the Shelf Registration Statement:       

(4)     Other shares of Common Stock or other Notes of the Company Owned by 
the Selling Securityholder:

Except as set forth below, and under Item (3) above, the 
undersigned Selling Securityholder is not the beneficial or 
registered owner of any shares of Common Stock or any other 
securities of the Company.
State any exceptions here:

(5)     Relationships with the Company:

Except as set forth below, neither the Selling Securityholder nor 
any of its affiliates, officers, directors or principal equity 
holders (5% or more) has held any position or office or has had any 
other material relationship with the Company (or its predecessors 
or affiliates) during the past three years.
State any exceptions here:

(6)     Plan of Distribution:

Except as set forth below, the undersigned Selling Securityholder 
intends to distribute the Registrable Securities listed above in 
Item (3) only as follows (if at all): Such Registrable Securities 
may be sold from time to time directly by the undersigned Selling 
Securityholder or, alternatively, through underwriters, broker-
dealer or agents.  Such Registrable Securities may be sold in one 
or more transactions at fixed prices, at prevailing market prices 
at the time of sale, at varying prices determined at the time of 
sale, or at negotiated prices.  Such sales may be effected in 
transactions (which may involve crosses or block transactions) (i) 
on any national securities exchanges or U.S. inter-dealer quotation 
system of a registered national securities association on which the 
Registrable Securities may be listed or quoted at the time of sale, 
(ii) in the over-the-counter market, (iii) in transactions 
otherwise than on such exchanges or services or in the over-the-
counter market, or (iv) through the writing of options.  In 
connection with sales of the Registrable Securities or otherwise, 
the Selling Securityholder may enter into hedging transactions with 
broker-dealers, which may in turn engage in short sales of the 
Registrable Securities in the course of hedging the positions they 
assume. The Selling Securityholder may also sell Registrable 
Securities short and deliver Registrable Securities to close out 
such short position, or loan or pledge Registrable Securities to 
broker-dealers that in turn may sell such securities.

State any exceptions here:

Note:  In no event may such method(s) of distribution take the form 
of an underwritten offering of the Registrable Securities without 
the prior agreement of the Company.

By signing below, the Selling Securityholder acknowledges that it 
understands its obligation to comply, and agrees that it will 
comply, with the prospectus delivery and other provisions of the 
Securities Act and Exchange Act and the respective rules 
thereunder, particularly Regulation M.

In the event that the Selling Securityholder transfers all or any 
portion of the Registrable Securities listed in Item (3) above 
after the date on which such information is provided to the 
Company, the Selling Securityholder agrees to notify the 
transferee(s) at the time of the transfer of its rights and 
obligations under this Notice and Questionnaire and the 
Registration Rights Agreement.

By signing below, the Selling Securityholder consents to the 
disclosure of the information contained herein in its answers to 
Items (1) through (6) above and the inclusion of such information 
in the Shelf Registration Statement and related Prospectus.  The 
Selling Securityholder understands that such information will be 
relied upon by the Company in connection with the preparation of 
the Shelf Registration Statement and related Prospectus.

In accordance with the Selling Securityholder's obligation under 
the Registration Rights Agreement to provide such information as 
may be required by law for inclusion in the Self Registration 
Statement, the Selling Securityholder agrees to promptly notify the 
Company of any inaccuracies or changes in the information provided 
herein which may occur subsequent to the date hereof at any time 
while the Self Registration Statement remains in effect.  All 
notices hereunder and pursuant to the Registration Rights Agreement 
shall be made in writing by hand delivery, first-class mail, or air 
courier guaranteeing overnight delivery as follows:

To the Company:

Exodus Communications, Inc.
2831 Mission College Blvd.
Santa Clara, CA 95054
Attention: General Counsel and Secretary

Once this Notice and Questionnaire is executed by the Selling 
Securityholder and received by the Company, the terms of this 
Notice and Questionnaire, and the representations and warranties 
contained herein, shall be binding on, shall inure to the benefit 
of and shall be enforceable by the respective successors, heirs, 
personal representatives and assigns of the Company and the Selling 
Securityholder with respect to the Registrable Securities 
beneficially owned by such Selling Securityholder and listed in 
Item (3) above.  This Agreement shall be governed in all respects 
by the laws of the State of New York.

IN WITNESS WHEREOF, the undersigned, by authority duly given, has 
caused this Notice and Questionnaire to be executed and delivered either 
in person or by its duly authorized agent.

Dated:  

Selling Securityholder
(Print/type full legal name of beneficial owner of Registrable 
Securities)

By:             
Name:
Title:

PLEASE RETURN THE COMPLETED AND EXECUTED NOTICE AND QUESTIONNAIRE 
FOR RECEIPT ON OR BEFORE (DEADLINE FOR RESPONSE) TO THE COMPANY AT:

        Exodus Communications, Inc.
        2831 Mission College Blvd.
        Santa Clara, CA 95054
        Attention: General Counsel and Secretar


<PAGE>


                                   APPENDIX I

               NOTICE TO TRANSFER PURSUANT TO REGISTRATION STATEMENT

Chase Manhattan Bank and Trust Company, 
National Association
101 California Street, Suite 2725
San Francisco, CA 94111

Exodus Communications, Inc.
2831 Mission College Blvd.
Santa Clara, CA 95054
Attention: General Counsel and Secretary

Re      Exodus Communications, Inc. 5% Convertible Subordinated Notes
        due March 15, 2006 (the "Notes")

Dear Sirs:

Please be advised that _________________________________  has 
transferred $_____ aggregate principal amount of the above-referenced 
notes or ______ shares of the Company's Common Stock, issued on 
conversion, repurchase or redemption of Notes, pursuant to the 
Registration Statement Form S-3 (File No. 333-_________) filed by the 
Company.

We hereby certify that the prospectus delivery requirements, if 
any, of the Securities Act of 1933, as amended, have been satisfied with 
respect to the transfer described above and that the above-named 
beneficial owner of the Notes of Common Stock is named as a selling 
security holder in the Prospectus dated ____________ or in amendments or 
supplements thereto, and that the aggregate principal amount of the Notes 
of number of Common Stock transferred are [a portion of] the Notes or 
Common Stock listed in such Prospectus as amended or supplemented 
opposite such owner's name.

Dated:  

                                  Very truly yours,

                                        (Name)

                                  By:     
                                        (Authorized Signature)