8-K

   1
                       SECURITIES AND EXCHANGE COMMISSION

                             Washington, D.C. 20549

                                    FORM 8-K

                                 Current Report

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

      Date of Report (Date of earliest event reported):  February 13, 2001

                            Cox Communications, Inc.
                          ---------------------------
             (Exact name of registrant as specified in its charter)

                                    Delaware
                          ---------------------------
         (State or other jurisdiction of incorporation or organization

            1-06590                                     58-2112288
          ----------                                   ------------
   (Commission File Number)              (I.R.S. Employer Identification Number)


   1400 Lake Hearn Drive
   Atlanta, Georgia                                        30319
   ---------------------------------------              ------------
   (Address of principal executive offices)              (Zip Code)

                                 (404) 843-5000
                          ---------------------------
              (Registrant's telephone number, including area code)
   2
ITEM 5.  OTHER EVENTS.

         On February 13, 2001, Cox Communications, Inc. ("Cox") issued a press
release announcing a proposed private offering of its convertible senior notes.
A copy of the press release is being filed with this report as Exhibit 99.1.

         On February 15, 2001, Cox agreed to sell $685 million aggregate
principal amount at maturity (or $793 million aggregate principal amount at
maturity if the initial purchasers exercise their over-allotment option in
full) of Convertible Senior Notes due 2021. Each note will be convertible into
11.8135 shares of Cox's Class A common stock and will mature on February 23,
2021. The issue price per note will be $695.03 per note, or 69.503% of the
principal amount at maturity, and interest on the notes at a rate of .348% per
year on the principal amount at maturity will be payable semi-annually. The
rate of cash interest and accrual of original issue discount represent a yield
to maturity of 2.25% per year. Cox expects to consummate this offering of
convertible notes on February 23, 2001.

         In connection with the offering, Cox is providing the following
updated information with respect to legal proceedings:

         Cox and certain subsidiaries are defendants in two putative subscriber
class action suits in state courts in Louisiana and Texas initiated between
October 17, 1997 and December 17, 1998. The suits challenge the propriety of
late fees charged by the subsidiaries to customers who fail to pay for services
in a timely manner. The suits seek injunctive relief and various formulations
of damages under certain claimed causes of action under various bodies of state
law. These actions are in various stages of defense. The actions are being
defended vigorously. The outcome of these matters cannot be predicted at this
time. Five similar suits that had been pending in Nevada, Indiana, Arizona and
Florida have been settled and dismissed; one similar suit that had been pending
in Nebraska was dismissed with prejudice.

         On November 10, 1999, Fred and Roberta Lipschutz, Arthur Simon and John
Galley III, on behalf of themselves and all persons similarly situated, filed a
putative class action suit against Cox and thirteen other defendants in the
United States District Court for the Central District of California. The action
alleges that a putative class defined as all persons who since November 10,
1995, have purchased broadband Internet data transmission services from a "cable
company defendant" has been injured because alleged agreements among the "cable
company defendants" and/or the "cable company defendants" and defendants @Home
Corporation, also referred to as Excite@Home, and RoadRunner have required the
putative class to purchase both Internet data transmission services and
interface/content services from @Home or RoadRunner. The complaint asserts
claims under Section 1 of the Sherman Antitrust Act, the California Cartwright
Act, and California unfair competition law and seeks injunctive relief and
compensatory and treble damages. An amended complaint adding additional named
plaintiffs was filed on December 30, 1999, and Cox filed its answer to the
amended complaint on January 19, 2000. Discovery is pending. Cox intends to
defend this action vigorously. The outcome of this matter cannot be predicted at
this time.


                                       1
   3

         Cox's subsidiary Cox California Telcom, L.L.C. is a defendant in three
putative class action lawsuits and one additional non-class action suit that
were filed in state and federal courts in California relating to the
unauthorized publication of information pertaining to approximately 11,400 Cox
telephone customers in the PacBell 2000 White Pages and 411 directory and in the
Cox TelTrust information directory. The lawsuits assert various causes of action
for breach of contract, invasion of privacy, negligence, commission of
fraudulent or unfair business acts and practices in violation of California
Business & Professions Code Section (c) 17-200 and violation of California
Public Utilities Code Section (c) 2891 and 2891.1. The suits seek damages and
injunctive relief. CoxTelcom, along with PacBell, has commenced reclaiming
tainted PacBell White Pages and reprinting and redistributing corrected books.
The parties to two of the class action lawsuits have entered into a stipulation
of settlement, which is pending court approval. Cox intends to defend the
remaining actions vigorously, though the outcome cannot be predicted at this
time.

         Jerrold Schaffer and Kevin J. Yourman, on May 26, 2000 and May 30,
2000, respectively, filed class action lawsuits in the Superior Court of the
State of California for the County of San Mateo on behalf of themselves and all
other shareholders of @Home Corporation as of March 28, 2000 except for
defendants seeking (a) to enjoin consummation of a March 28, 2000 letter
agreement among Excite@Home's principal cable partners, including Cox, and (b)
unspecified compensatory damages. Cox and David Woodrow, Cox's former Executive
Vice President, Business Development, among others, are named defendants in both
lawsuits. Mr. Woodrow formerly served as Cox's representative on the Excite@Home
board of directors. For a more detailed description of the letter agreement,
refer to Note 4 to Cox's unaudited consolidated financial statements filed on
Form 10-Q for the quarterly period ended September 30, 2000. The plaintiffs, who
continue to seek unspecified compensatory damages, assert that the defendants
breached purported fiduciary duties of care, candor and loyalty to the
plaintiffs by entering into the letter agreement and/or taking certain actions
to facilitate the consummation of the transactions contemplated by the letter
agreement. Pursuant to an agreement with the plaintiffs, the defendants have yet
to answer the complaint. Defendants however have filed motions to dismiss on
jurisdiction grounds which have been fully briefed and are awaiting a ruling by
the court. Cox intends to vigorously defend this matter.

         On November 14, 2000, GTE.NET, LLC d/b/a Verizon Internet Solutions
and Verizon Select Services, Inc. filed its suit against CoxCom, Inc. and Cox in
the District Court for the Southern District of California. Verizon alleged that
Cox and its subsidiary have violated various sections of the Communications Act
of 1934 by allegedly refusing to provide Verizon with broadband
telecommunications service and interconnection, among other things. On November
29, Verizon amended its Complaint to add CoxCom, Inc. as an additional
defendant. Verizon seeks various forms of relief, including injunctive relief
and damages. Cox intends to defend vigorously the action and, on January 8, 2001
filed a Motion to Dismiss or in the Alternative to Stay on Primary Jurisdiction
Grounds. Cox also filed a Motion to Dismiss for Lack of Personal Jurisdiction.
Prior to filing its responses to the Motions, Verizon filed a Motion for Summary
Judgment on Prayers for Declaratory and Injunctive Relief. The Court granted
Cox's ex parte Motion for an order continuing the hearing on the Summary
Judgment Motion pending a ruling on Cox's jurisdictional motions. Oral argument
on the jurisdictional motions is scheduled for February 20, 2001.


                                       2
   4
         On February 6, 2001, plaintiffs Kimberly D. and William L. Bova, on
behalf of themselves individually and a putative class of subscribers, sued Cox
in United States District Court for the Western District of Virginia. The
putative class includes persons outside of California, Nevada, Arizona and
Idaho who on or after November 1, 2000 purchased broadband Internet access
services from Cox and paid a franchise fee on those services. The suit assets
that the collection of franchise fees by Cox from its broadband Internet access
service subscribers outside of the Ninth Circuit is unlawful under the
Telecommunications Act of 1996 and seeks restitution of all such fees
collected. Cox's response to the complaint is due March 19, 2001, and Cox
intends to defend the action vigorously.

         Cox and its subsidiaries are parties to various other legal
proceedings which are ordinary and incidental to its business. Management does
not expect that any of these other currently pending legal proceedings will
have a material adverse impact on Cox's consolidated financial position,
results of operations or cash flows.


ITEM 7.  FINANCIAL STATEMENTS AND EXHIBITS


         (a)      Not applicable.


         (b)      Not applicable.


         (c)      Exhibits.


                  99.1  Press Release dated February 13, 2001


                                       3
   5

                                   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.


                                      COX COMMUNICATIONS, INC.




Dated: February 14, 2001              By: /s/ Mark W. Major
                                         ---------------------
                                         Mark W. Major
                                         Treasurer

EX-99.1

   1
                                                                    Exhibit 99.1


               COX COMMUNICATIONS ANNOUNCES PROPOSED OFFERING OF
                            CONVERTIBLE SENIOR NOTES

         ATLANTA - Cox Communications, Inc. (NYSE: COX) today announced that it
intends to raise $400 million (or $460 million if the initial purchasers
exercise their overallotment option in full) through the offering, subject to
market and other conditions, of convertible senior notes. The offering will be
made in accordance with Rule 144A and Regulation S under the Securities Act of
1933, as amended.

         It is contemplated that the convertible senior notes will have a term
of 20 years and be convertible into cash or shares of Cox Communications' Class
A Common Stock at Cox Communications' option. Cox Communications expects to use
the net proceeds from the sale of the convertible senior notes to repay
commercial paper indebtedness and for general corporate purposes.

         Concurrently with Cox Communications' offering of its convertible
senior notes, Cox Enterprises, Inc., the holder of a 66.26% interest in Cox
Communications at December 31, 2000, intends to raise $400 million (or $460
million if the initial purchasers exercise their overallotment option in full)
through a separate offering, subject to market and other conditions, of
exchangeable senior notes. The Cox Enterprises exchangeable senior notes will be
exchangeable into cash or shares of Class A Common Stock of Cox Communications
at Cox Enterprises' option. The exchangeable senior notes offering will also be
made in accordance with Rule 144A and Regulation S under the Securities Act of
1933.

         The offerings of the convertible senior notes by Cox Communications and
the exchangeable senior notes by Cox Enterprises have not been registered under
the Securities Act, and the convertible senior notes and the exchangeable senior
notes may not be offered or sold in the United States or to U.S. persons absent
registration or an applicable exemption from registration.

         This press release shall not constitute an offer to sell or the
solicitation of an offer to buy the convertible senior notes or the exchangeable
senior notes.

                                      MORE

   2

Cox Communications, Inc.
Offering of Convertible Senior Notes
February 13, 2001
Page 2


         Cox Communications serves approximately 6.2 million customers
nationwide, making it the nation's fifth largest cable television company. A
full-service provider of telecommunications products, Cox Communications offers
an array of services, including Cox Cable; local and long distance telephone
services under the Cox Digital Telephone brand; high-speed Internet access
under the brands Cox@Home, Road Runner and Cox Express; advanced digital video
programming services under the Cox Digital Cable brand; and commercial voice
and data services via Cox Business Services. Cox Communications is an investor
in telecommunications companies including Sprint PCS and Excite@Home, as well
as programming networks including Discovery Channel, The Learning Channel,
Outdoor Life and Speedvision. More information about Cox Communications can be
accessed on the Internet at www.cox.com.

         Statements in this release are "forward-looking" statements, which are
statements that relate to Cox Communications' future plans, earnings,
objectives, expectations, performance, and similar projections, as well as any
facts or assumptions underlying these statements or projections. Actual results
may differ materially from the results expressed or implied in these
forward-looking statements, due to various risks, uncertainties or other
factors. These factors include competition within the broadband communications
industry, our ability to achieve anticipated subscriber and revenue growth, our
success in implementing new services and other operating initiatives, our
ability to generate sufficient cash flow to meet our debt service obligations
and finance operations, and other risk factors described from time to time in
Cox Communications' filings with the Securities and Exchange Commission,
including Cox Communications' Annual Report on Form 10-K for the year ended
December 31, 1999. Cox Communications assumes no responsibility to update any
forward looking statements as a result of the new information, future events or
otherwise.

                                     # # #



MEDIA CONTACT
Kimberley Brown
Cox Communications, Inc.
404-269-8410