8-K

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                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

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                                    FORM 8-K



                 Current Report Pursuant to Section 13 or 15(d)
                     of the Securities Exchange Act of 1934

                               September 26, 2001
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                Date of Report (Date of Earliest Event Reported)



                           Exodus Communications, Inc.
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             (Exact name of Registrant as specified in its charter)



                                                                   
           Delaware                           000-23795                         77-0403076
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   (State of Incorporation)             (Commission file number)              (I.R.S. Employer
                                                                             Identification No.)



                         2831 Mission College Boulevard
                          Santa Clara, California 95054
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          (Address of principal executive offices, including zip code)



                                 (408) 346-2200
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              (Registrant's telephone number, including area code)


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ITEM 3.  BANKRUPTCY OR RECEIVERSHIP.

         On September 26, 2001 Registrant filed a voluntary petition for
bankruptcy protection under Chapter 11 of the U.S. Bankruptcy Code in the United
States Bankruptcy Court for the District of Delaware. The filing is intended to
allow Registrant to remain in possession of its assets and properties, and
Registrant's existing directors and officers will continue to oversee operation
of Registrant's business as a debtor-in-possession, subject to supervision and
orders of the Bankruptcy Court of matters outside the ordinary course of
business.

         A copy of Registrant's press release dated September 26, 2001
announcing the filing is attached as Exhibit 99.01 hereto and is hereby
incorporated by reference.

ITEM 7.  FINANCIAL STATEMENTS AND EXHIBITS.

(c)      Exhibits.

         The following exhibit is filed herewith:

         99.01        Press Release dated September 26, 2001.



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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 hereunto duly authorized.

         Date: September 26, 2001

                                    EXODUS COMMUNICATIONS, INC.


                                    By: /s/ WILLIAM M. AUSTIN
                                        ----------------------------------------
                                        William M. Austin,
                                        Chief Administrative Officer and Chief
                                        Financial Officer


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EX-99.01

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                                                                   EXHIBIT 99.01

EXODUS COMMUNICATIONS FACILITATES FINANCIAL RESTRUCTURING

o    FILES FOR REORGANIZATION THROUGH VOLUNTARY CHAPTER 11 CASE
o    SECURES COMMITMENT FOR $200 MILLION IN "DIP" FINANCING
o    ASSURES UNINTERRUPTED OPERATIONS AND CUSTOMER SERVICE
o    FOCUSES ON LONG-TERM PROFITABLE GROWTH

SANTA CLARA, CALIF., SEPTEMBER 26, 2001: Exodus Communications(R), Inc.
(NASDAQ:EXDS) announced today it has filed voluntary petitions for
reorganization under Chapter 11 of the U.S. Bankruptcy Code. The filing will
enable Exodus(R) to focus on operating its business and serving its customers
while it develops a plan of reorganization to provide a suitable capital
structure for long-term growth. The company also announced it has received a
commitment for up to $200 million in debtor-in-possession (DIP) financing from
GE Capital which will be used to fund post-petition operating expenses and
supplier and employee obligations. The company filed its voluntary petition in
the U.S. Bankruptcy Court for the District of Delaware in Wilmington. The filing
includes the company's domestic operations headquartered in Santa Clara, Calif.

Exodus Chairman and Chief Executive Officer L. William Krause said the actions
allow the company to continue to provide its customers with the highest quality
service and support and assure fulfillment of its obligations to them as well as
to Exodus employees.

"Providing high quality products and services to our customers has been, and
continues to be, our number one priority. Our employees have been, and continue
to be, our number one asset," Krause said. "We are committed to meeting the
needs of both -- now and well into the future. This restructuring action ensures
we have the wherewithal to do that and our daily operations continue
uninterrupted as before. In addition, we will now be able to devote efforts to
solidifying and executing on a go-forward operating plan that is based on
tough-minded fiscal discipline and focuses on managing Exodus to profitability."

DEBTOR-IN-POSSESSION FINANCING

To enhance its liquidity, Exodus has obtained a commitment for up to $200
million in DIP financing from GE Capital. This financing, as well as cash from
operations will be used to fund post-petition operating expenses and supplier
and employee obligations. Funding of the DIP financing is subject to condition
precedents normal and customary with respect to facilities of this type,
including, but not limited to, obtaining Bankruptcy Court approval.

"With a commitment for DIP financing in place and the protections provided under
the Bankruptcy Code for post-petition purchases, we are confident our suppliers
will continue to support us as we complete our restructuring," Krause said.



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FOCUS ON LONG-TERM PROFITABLE GROWTH

Exodus, as a market leader in complex Web hosting and Internet operations
outsourcing services, enjoyed first-mover status in its category, building one
of the world's largest privately-managed data networks and locating dozens of
state-of-the-art Internet Data Centers (IDCs) in more high-demand locations than
any other hosting service provider. The company had 17 consecutive quarters of
double-digit sequential growth and attained market leadership by expanding
rapidly to stay ahead of demand from customers for the highest quality service
and best solutions, according to Krause.

"We sacrificed profitability in exchange for growth and market share,
over-expanding in some areas in advance of demand, not anticipating the decline
as the dot.com bubble burst and the economy weakened," Krause said. "But the
investments made in IDCs, state-of-the-art operations, customer support, and
enhanced products and service offerings are greatly valued by our customers.
While we address our balance sheet issues, it is these assets that form the
strong base from which we will restore Exodus to financial stability. Our top
priority is to serve our existing customers, better than ever, so they entrust
us with more of their business. Our goal is to run a profitable business without
sacrificing any of the unique value we bring to customers and the marketplace."

Krause said the company is in a good position to take advantage of a market
opportunity that continues to grow, albeit at a slower pace than once predicted.
According to the industry research firm International Data Corporation, which
ranks Exodus as number one in the U.S. web hosting market, the demand for such
services will reach $24.8 billion by 2004, up from $7 billion in 2001.

"Exodus is a viable business in a growing market. We've got world-class IDC
operations and a premier suite of managed hosting, network management, security,
storage and content delivery services," Krause said. "We intend to emerge from
the restructuring process with a more appropriate capital structure, sufficient
cash to fund on-going operations and the ability to access additional capital if
needed to fund new growth initiatives. We determined, after careful
consideration of our various options, that reorganization through the Chapter 11
process presents the best mechanism to complete our restructuring in a timely
manner and retain our current leadership position."

ABOUT EXODUS COMMUNICATIONS

Exodus Communications is the leading provider of managed hosting services for
enterprises with mission-critical Internet operations. The company offers
sophisticated system and network management solutions along with professional
services to provide optimal performance for customers' Internet infrastructures.
Exodus manages its network infrastructure via a worldwide network of Internet
Data Centers (IDCs) located in North America, Europe and Asia Pacific. More
information about Exodus can be found at www.exodus.net.



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FORWARD LOOKING STATEMENTS

This press release contains forward-looking statements, including statements of
current business strategy, financing commitments, intended uses of funds,
expected growth, customer service levels, employee commitments and sector growth
rates. Actual results may differ materially from those projected in these
forward-looking statements. Factors that could affect the forward-looking
statements include: Exodus' ability to complete its debtor-in-possession
financing arrangements and operate under those arrangements; Exodus' ability to
negotiate a favorable restructuring of its debt, raise additional capital,
reduce expenses and modify its business model, and to develop, prosecute,
confirm and consummate a plan of reorganization; the ability of Exodus to
attract and retain key executives and other employees; Exodus' ability to
maintain and expand customer relationships while in bankruptcy and in the
context of a continued slowdown in the economy; uncertain demand for Exodus'
services; the risk that some customers will have difficulty paying for services
as a result of their financial difficulties; difficulties delivering services
with reduced staffing levels, and unanticipated expenses of and liabilities
associated with litigation. The matters discussed in this press release also
involve risks and uncertainties described from time to time in Exodus' filings
with the SEC including its most recent Forms 10-Q, Forms 8-K and Form 10-K.
Exodus assumes no obligation to update any forward-looking information contained
in this press release.

Exodus Communications and Exodus are trademarks of Exodus Communications, Inc.,
and are registered in certain jurisdictions. All other trademarks mentioned in
this document are the property of their respective owners.



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