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

                                   FORM 10-Q/A
                                AMENDMENT NO. 1


(Mark One)
[X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
    EXCHANGE ACT OF 1934

 For the quarterly period ended           March 31, 1998
                                ------------------------------------

                                      OR
 
[_] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES 
    EXCHANGE ACT OF 1934
 
Commission file number  0-23795
                      ----------------
 
                          EXODUS COMMUNICATIONS, INC.
           --------------------------------------------------------
            (Exact name of registrant as specified in its chapter)
 
                    Delaware                             77-0403076
           ---------------------------            ------------------------
     (State or other jurisdiction of        (I.R.S. Employer Identification No.)
      incorporation or organization)

               2650 San Tomas Expressway, Santa Clara, CA  95051
           --------------------------------------------------------
                   (Address of principal executive offices)
                                  (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              No   X
   ----             -----

The number of shares outstanding of the issuer's common stock, par value $0.001,
as of May 7, 1998 was 19,285,822 shares.

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                                       1
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                          EXODUS COMMUNICATIONS, INC.

                                     INDEX
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                                                                        PAGE NO.
                                                                        --------
PART II.   OTHER INFORMATION
           -----------------

           Item 6.  Exhibits and Reports on Form 8-K                       3
 
           Signatures                                                      4

                                       2
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ITEM 6.  EXHIBITS AND REPORTS ON FORM 8-K

A. Exhibits

   Exhibit No.  Description of Exhibit
   -----------  ----------------------

   (1) 3.07     Registrant's Restated Certificate of Incorporation, as filed
                with the Delaware Secretary of State on March 24, 1998.

   (1) 10.27*   Facility Lease between 600 Winter Street, L.L.C. and Registrant,
                dated as of December 23, 1997.

   (1) 10.28    Amendment to Loan and Security Agreement between Silicon Valley
                Bank and Registrant dated June 14, 1996.

       10.29    First Amendment to Loan and Security Agreement, dated as of 
                February 20, 1998, by and between the Registrant and MMC/GATX
                Partnership No. 1 and Transamerica Business Credit Corporation.

   (1) 27.01    Financial Data Schedule

B.  Reports on Form 8-K

    None


 *   Certain exhibits to this agreement have been omitted from this filing and 
     will be furnished supplementally to the Securities and Exchange Commission
     upon request.

(1)  Previously filed with the Registrant's Quarterly Report on Form 10-Q for 
     the quarter ended March 31, 1998.

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                                  SIGNATURES
                                  ----------

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


                                               EXODUS COMMUNICATIONS, INC.

 
          June 11, 1998                         /s/  Richard S. Stoltz
------------------------------------    ----------------------------------------
               Date                                  Richard S. Stoltz
                                                 Chief Financial Officer and
                                                   Chief Operating Officer
                                            (Duly Authorized Officer and Chief 
                                                   Accounting Officer)


                                       4
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                                 EXHIBIT INDEX


   Exhibit No.  Description of Exhibit
   -----------  ----------------------

   (1) 3.07     Registrant's Restated Certificate of Incorporation, as filed
                with the Delaware Secretary of State on March 24, 1998.

   (1) 10.27*   Facility Lease between 600 Winter Street, L.L.C. and Registrant,
                dated as of December 23, 1997.

   (1) 10.28    Amendment to Loan and Security Agreement between Silicon Valley
                Bank and Registrant dated June 14, 1996.

       10.29    First Amendment to Loan and Security Agreement, dated as of 
                February 20, 1998, by and between the Registrant and MMC/GATX
                Partnership No. 1 and Transamerica Business Credit Corporation.

   (1) 27.01    Financial Data Schedule


 *   Certain exhibits to this agreement have been omitted from this filing and 
     will be furnished supplementally to the Securities and Exchange Commission
     upon request.

(1)  Previously filed with the Registrant's Quarterly Report on Form 10-Q for 
     the quarter ended March 31, 1998.