SEC FORM 4

SEC Form 4

FORM 4

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

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

1. Name and Address of Reporting Person^*

COX ENTERPRISES INC ET AL

(Last)

(First)

(Middle)

6205 PEACHTREE DUNWOODY ROAD

(Street)

ATLANTA

30328-

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
COX COMMUNICATIONS INC /DE/ [ COX ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

Director	X	10% Owner
Officer (give title below)		Other (specify below)

3. Date of Earliest Transaction (Month/Day/Year)
12/03/2004

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Class A Common Stock	12/03/2004		P		189,685,302	A	$34.75	555,376,478	I⁽¹⁾⁽²⁾⁽³⁾	See Note

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)

Explanation of Responses:

1. On December 3, 2004, in accordance with the terms of an Agreement and Plan of Merger, dated as of October 19, 2004 (the "Merger Agreement"), by and among Cox Enterprises, Inc. ("CEI"), Cox Holdings, Inc. ("CHI"), CEI-M Corporation and Cox Communications, Inc. ("CCI"), CHI accepted for purchase the 189,685,302 shares of Class A common stock of CCI validly tendered of subject to notices of guaranteed delivery in accordance with the terms and conditions of the joint tender offer by CCI and CHI to purchase all of the outstanding Class A common stock of CCI not beneficially owned by CEI (the "Tender Offer").

2. Each of Cox Enterprises, Inc. and its wholly owned subsidiary Cox Holdings, Inc. may be deemed to be a beneficial owner of all the securities reported herein.

3. For more information regarding the Merger Agreement and the Tender Offer, see the Offer to Purchase, dated November 3, 2004, as amended, filed as Exhibit (a)(1)(A) to Cox Communications' and Cox Holdings' Tender Offer Statement on Schedule TO. The amount of shares accepted for payment by CHI was based on preliminary estimates provided by Wachovia Bank, N.A., the depositary for the Tender Offer (the "Depositary"), and included an estimated 14,706,307 shares tendered pursuant to guaranteed delivery procedures. The Depositary's preliminary estimates may change prior to consummation of the Tender Offer, which is expected to occur on December 8, 2004, and all shares guaranteed for delivery may not be delivered. In accordance with the terms and subject to the conditions of the Tender Offer, Cox Holdings will pay for all shares validly tendered and delivered upon consummation of the Tender Offer.

Remarks:

	By: Andrew A. Merdek, Corporate Secretary	12/07/2004
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
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