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UNITED STATESSECURITIES AND EXCHANGE COMMISSIONWashington, D.C. 20549

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FORM 10-Q/AAmendment No. 1

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(Mark One)

| | [X] | QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
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For the quarterly period ended  September 30, 2000

OR

| | [   ] | TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
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000-23795(Commission file number)

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

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

| | 2831 Mission College BoulevardSanta Clara, CA
(Address of principal executive offices) |  | 95054
(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 October 31, 2000 was 427,220,403 shares.

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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, 2000, as set forth below and in the pages attached hereto:

Item 6.   Exhibits and Reports on Form 8-K

a.	Exhibits

| | ExhibitNumber |  | ExhibitTitle                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
| | ------------- |  | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | 2.01          |  | Agreement and Plan of Merger among Exodus Communications, Inc., Einstein Acquisition Corp., Global Crossing GlobalCenter Holdings, Inc., GlobalCenter Holding Co., GlobalCenter Inc., and Global Crossing North America,
Inc., dated as of September 28, 2000 (Incorporated by reference from Exhibit 2.01 to the Registrants Current Report on Form 8-K filed with the Securities and Exchange Commission on October 13, 2000.)                                            
| | 3.01          |  | Registrants Restated Certificate of Incorporation (Incorporated by reference from Exhibit 4.01 to Registrants Registration Statement on Form S-8 (file no. 333-38980) filed with the SEC on June 9, 2000.                                                                                                                                                                                                                                                                  
| | 3.02          |  | Certificate of Designations specifying the terms of the Series A Junior Participating Preferred Stock of Registrant, as filed with the Delaware Secretary of State on January 28, 1999 (Incorporated by reference from
Exhibit 3.02 to Registrants Registration Statement on Form 8-A filed with the Commission on January 29, 1999).                                                                                                                                       
| | 3.03          |  | Registrants Bylaws (Incorporated by reference to Exhibit 3.06 of the Registrants Registration Statement on Form S-1, Registration Statement No. 333-44469, declared effective by the Securities and Exchange
Commission on March 18, 1998).                                                                                                                                                                                                                                
| | 4.01          |  | Indenture between Registrant, as Issuer, and Chase Manhattan Bank and Trust Company, National Association, as Trustee, dated July 6, 2000 related to the Registrants 11 5/8% Senior Notes due 2010
(Incorporated by reference from Exhibit 4.17 to the Registrants Registration Statement on Form S-4 filed with the Securities and Exchange Commission on August 10, 2000).                                                                                               
| | 4.02          |  | Indenture between Registrant, as Issuer, and Chase Manhattan Bank and Trust Company, National Association, as Trustee, dated July 6, 2000 related to the Registrants 11 3/8% Senior Notes due 2008
(Incorporated by reference from Exhibit 4.18 to the Registrants Registration Statement on Form S-4 filed with the Securities and Exchange Commission on August 10, 2000).                                                                                               
| | 4.03          |  | Stockholder Agreement among Exodus Communications, Inc., Global Crossing Ltd., and Global Crossing GlobalCenter Holdings, Inc., dated as of September 28, 2000 (Incorporated by reference from Exhibit 4.01 to the
Registrants Current Report on Form 8-K filed with the Securities and Exchange Commission on October 13, 2000.)                                                                                                                                           
| | 4.04          |  | Registration Rights Agreement by and among Exodus Communications, Inc., Global Crossing GlobalCenter Holdings, Inc., Global Crossing Ltd., and its other direct and indirect subsidiaries mentioned therein, dated as of
September 28, 2000 (Incorporated by reference from Exhibit 4.02 to the Registrants Current Report on Form 8-K filed with the Securities and Exchange Commission on October 13, 2000.)                                                              
| | 4.05          |  | Instrument of Resignation, Appointment and Acceptance dated as of September 6, 2000, among Exodus Communications, Inc., Chase Manhattan Bank and Trust Company, National Association, and HSBC Bank USA, regarding the
Registrants 11 1/4% Senior Notes due 2008 (Incorporated by reference from Exhibit 4.21 to the Registrants Amended Registration Statement on Form S-4 filed with the Securities and Exchange Commission on October 17, 2000).                        
| | 4.06          |  | Instrument of Resignation, Appointment and Acceptance dated as of September 6, 2000, among Exodus Communications, Inc., Chase Manhattan Bank and Trust Company, National Association, and HSBC Bank USA, regarding the
Registrants 5% Convertible Subordinated Notes due March 15, 2006 (Incorporated by reference from Exhibit 4.22 to the Registrants Amended Registration Statement on Form S-4 filed with the Securities and Exchange Commission on October 
17, 2000).

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| | 4.07   |  | Instrument of Resignation, Appointment and Acceptance dated as of September 6, 2000, among Exodus Communications, Inc., Chase Manhattan Bank and Trust Company, National Association, and HSBC Bank USA,
regarding the Registrants 10 3/4% Senior Notes due 2009 (Incorporated by reference from Exhibit 4.23 to the Registrants Amended Registration Statement on Form S-4 filed with the Securities and Exchange Commission on October 17, 2000).                                                                                                                                           
| | ------ |  | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | 4.08   |  | Instrument of Resignation, Appointment and Acceptance dated as of September 6, 2000, among Exodus Communications, Inc., Chase Manhattan Bank and Trust Company, National Association, and HSBC Bank USA, regarding the
Registrants 4 3/4% Convertible Subordinated Notes due July 15, 2008 (Incorporated by reference from Exhibit 4.24 to the Registrants Amended Registration Statement on Form S-4 filed with the Securities and Exchange Commission on October 17, 2000).                                                                                                                 
| | 4.09   |  | Instrument of Resignation, Appointment and Acceptance dated as of September 6, 2000, among Exodus Communications, Inc., Chase Manhattan Bank and Trust Company, National Association, and HSBC Bank USA, regarding the
Registrants 11 5/8% Senior Notes due 2010 (Incorporated by reference from Exhibit 4.25 to the Registrants Amended Registration Statement on Form S-4 filed with the Securities and Exchange Commission on October 17, 2000).                                                                                                                                           
| | 4.10   |  | Instrument of Resignation, Appointment and Acceptance dated as of September 6, 2000, among Exodus Communications, Inc., Chase Manhattan Bank and Trust Company, National Association, and HSBC Bank USA, regarding the
Registrants 11 3/8% Senior Notes due 2008 (Incorporated by reference from Exhibit 4.26 to the Registrants Amended Registration Statement on Form S-4 filed with the Securities and Exchange Commission on October 17, 2000).                                                                                                                                           
| | 4.11#  |  | Second Supplemental Indenture dated as of October 30, 2000 between Exodus Communications, Inc. and HSBC Bank USA, regarding the Registrants 11 1/4% Senior Notes due 2008.                                                                                                                                                                                                                                                                                                                                                                                                                     
| | 4.12#  |  | First Supplemental Indenture dated as of October 30, 2000 between Exodus Communications, Inc. and HSBC Bank USA, regarding the Registrants 10 3/4% Senior Notes due 2009.                                                                                                                                                                                                                                                                                                                                                                                                                      
| | 4.13#  |  | First Supplemental Indenture dated as of October 30, 2000 between Exodus Communications, Inc. and HSBC Bank USA, regarding the Registrants 11 5/8% Senior Notes due 2010.                                                                                                                                                                                                                                                                                                                                                                                                                      
| | 4.14#  |  | First Supplemental Indenture dated as of October 30, 2000 between Exodus Communications, Inc. and HSBC Bank USA, regarding the Registrants 11 3/8% Senior Notes due 2008.                                                                                                                                                                                                                                                                                                                                                                                                                      
| | 10.01  |  | Purchase Agreement among Registrant, Goldman, Sachs & Co., Merrill Lynch, Pierce, Fenner & Smith Incorporated, Morgan Stanley & Co. Incorporated, Chase Securities Inc., Donaldson, Lufkin & Jenrette
Securities Corporation, FleetBoston Robertson Stephens Inc. and Thomas Weisel Partners
  LLC, dated June 28, 2000 related to the Registrants 11 3/8% Senior Notes due 2010 and 11 3/8% Senior Notes due 2008  (Incorporated by reference from Exhibit 10.75 to the Registrants Registration Statement on Form S-4
filed with the Securities and Exchange Commission on August 10, 2000).
| | 10.02  |  | Exchange and Registration Rights Agreement among Registrant, Goldman, Sachs & Co., Merrill Lynch, Pierce, Fenner & Smith Incorporated, Morgan Stanley & Co. Incorporated, Chase Securities Inc., Donaldson,
Lufkin & Jenrette Securities Corporation, FleetBoston Robertson Stephens Inc. and Thomas Weisel Partners
  LLC, dated July 6, 2000 related to the Registrants 11 5/8% Senior Notes due 2010  (Incorporated by reference from Exhibit 10.76 to the Registrants Registration Statement on Form S-4 filed with the Securities and Exchange Commission on
August 10, 2000).           
| | 10.03  |  | Exchange and Registration Rights Agreement among Registrant, Goldman, Sachs & Co., Merrill Lynch, Pierce, Fenner & Smith Incorporated, Morgan Stanley & Co. Incorporated, Chase Securities Inc., Donaldson,
Lufkin & Jenrette Securities Corporation, FleetBoston Robertson Stephens Inc. and Thomas Weisel Partners
  LLC, dated July 6, 2000 related to the Registrants 11 3/8% Senior Notes due 2010 (Incorporated by reference from Exhibit 10.77 to the Registrants Registration Statement on Form S-4 filed with the Securities and Exchange Commission on
August 10, 2000).            
| | 10.04* |  | Networking Services, Marketing and Cooperation Agreement by and between Exodus Communications, Inc. and Global Crossing Ltd., dated as of September 28, 2000 (Incorporated by reference from Exhibit 99.01 to the
Registrants Current Report on Form 8-K filed with the Securities and Exchange Commission on October 13, 2000).                                                                                                                                                                                                                                                               
| | 10.05* |  | Networking Services, Marketing and Cooperation Agreement by and between Exodus Communications, Inc. And Asia Global Crossing Ltd., dated as of September 28, 2000 (Incorporated by reference from Exhibit 99.02 to the
Registrants Current Report on Form 8-K filed with the Securities and Exchange Commission on October 13, 2000.)                                                                                                                                                                                                                                                          

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| | 10.06    |  | Joint Venture Agreement relating to Exodus Asia-Pacific Ltd. among Exodus Communications, Inc., Asia Global Crossing Ltd. And Exodus Asia-Pacific Ltd., dated as of September 28, 2000 (Incorporate by
reference from Exhibit 99.03 to the Registrants Current Report on Form 8-K filed with the Securities and Exchange Commission on October 13, 2000.)                                                                                                                                                                                           
| | -------- |  | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | 10.07#   |  | Credit Agreement dated as of October 31, 2000 among Exodus Communications, Inc., The Lenders Party Thereto, The Chase Manhattan Bank, as Administrative Agent and Collateral Agent, Chase Manhattan International
Limited, as London Agent, Chase Securities Inc., as Sole Book Manager and Joint Lead Arranger, Goldman Sachs Credit Partners L.P., as Joint Lead Arranger and Co-Documentation Agent, Merrill Lynch, Pierce, Fenner & Smith Incorporated, as Syndication
Agent, and Morgan Stanley Senior Funding, Inc., as Co-Documentation Agent.
| | 10.08+** |  | Capacity Agreement by and between Exodus Communications, Inc. and Global Crossing Bandwidth, Inc., dated September 28, 2000.                                                                                                                                                                                                                                                                                                                                                                                                                         
| | 10.09+** |  | Amendment number one dated October 17, 2000 to the Capacity Agreement by and between Exodus Communications, Inc. and Global Crossing Bandwith, Inc.                                                                                                                                                                                                                                                                                                                                                                                                  
| | 27.01#   |  | Financial Data Schedule                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              

______________

| | #  |  | Previously filed.                                                                                                                                                                                                                                                                                                                                                                                        
| | -- |  | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | +  |  | Filed herewith.                                                                                                                                                                                                                                                                                                                                                                                          
| | *  |  | Confidential treatment as been granted for certain portions of these documents pursuant to an application for confidential treatment filed with the Securities and Exchange Commission on October 13, 2000. Such portions have been redacted and marked with
a triple asterisk. The non-redacted versions of these documents have been filed separately with the Securities and Exchange Commission.     
| | ** |  | Confidential treatment as been requested for certain portions of these documents pursuant to an application for confidential treatment filed with the Securities and Exchange Commission on November 13, 2000.  Such portions have been redacted and marked
with a triple asterisk.  The non-redacted versions of these documents have been filed separately with the Securities and Exchange Commission.
| | b. |  | Reports on Form 8-K                                                                                                                                                                                                                                                                                                                                                                                      
| |    |  | On September 28, 2000, we filed a report on Form 8-K announcing the definitive merger agreement to acquire GlobalCenter Holding Co., an indirect wholly owned subsidiary of Global Crossing North America, Inc.                                                                                                                                                                                          



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SIGNATURES

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

|                          |  |     | EXODUS COMMUNICATIONS, INC.                         
|------------------------- |  | --- | ----------------------------------------------------
|Dated:   December 8, 2000 |  | By: | /s/ Ellen M. Hancock                                
|                          |  |     |                                                     
|                          |  |     | Ellen M. HancockChairman and Chief Executive Officer

|                          |  |     |                                                                              
|------------------------- |  | --- | -----------------------------------------------------------------------------
|Dated:   December 8, 2000 |  | By: | /s/ R. Marshall Case                                                         
|                          |  |     |                                                                              
|                          |  |     | R. Marshall CaseExecutive Vice President, Finance and Chief Financial Officer