Exhibit 3.1

                         CERTIFICATE OF INCORPORATION OF
                            COX COMMUNICATIONS, INC.

                                ARTICLE I: NAME.

      The name of this corporation (the "Corporation") is:

      Cox Communications, Inc.

                         ARTICLE II: REGISTERED OFFICE.

      The address of the registered office of the Corporation in the State of
Delaware is Corporation Service Company, 2711 Centerville Road, Suite 400, in
the City of Wilmington, County of New Castle 19808. The registered agent in
charge thereof is The Corporation Service Company.

                             ARTICLE III: BUSINESS.

      The purpose of the Corporation is to engage in any lawful act or activity
for which corporations may be organized under the General Corporation Law of the
State of Delaware, including the performance of all activities required for the
merger of the Corporation with CEI-M Corporation pursuant to that certain
Agreement and Plan of Merger dated as of October 19, 2004, by and among the
Corporation, Cox Enterprises, Inc., Cox Holdings, Inc. and CEI-M Corporation and
to have and exercise all the powers conferred by the laws of the State of
Delaware upon corporations formed under the General Corporation Law of the State
of Delaware.

                      ARTICLE IV: AUTHORIZED CAPITAL STOCK.

      A. AUTHORIZED SHARES. The total number of shares of all capital stock that
the Corporation shall have the authority to issue is seven hundred forty three
million (743,000,000) shares, of which (i) seven hundred thirty three million
(733,000,000) shares of a par value one cent ($.01) per share shall be Common
Stock and (ii) ten million (10,000,000) shares of a par value one cent ($.01)
per share shall be Preferred Stock. The Common Stock shall be divided into two
classes as follows: six hundred seventy one million (671,000,000) shares of
Class A Common Stock ("Class A Stock") and sixty two million (62,000,000) shares
of Class C Common Stock ("Class C Stock").

      B. CLASS A STOCK AND CLASS C STOCK.

            1. POWERS, PREFERENCES AND RIGHTS.

      Except as otherwise provided in this Article IV, each share of Common
Stock shall be identical.



            2. VOTING RIGHTS.

                  a. If there shall be only one class of Common Stock
outstanding, each share of Common Stock shall entitle the holder thereof to one
(1) vote.

                  b. If both classes of Common Stock are issued and outstanding,
each share of Class A Stock shall entitle the holder thereof to one (1) vote and
each share of Class C Stock shall entitle the holder thereof to ten (10) votes.
Except as set forth herein, all actions submitted to a vote of stockholders
shall be voted on by the holders of Class A Stock and Class C Stock (as well as
the holders of any Preferred Stock, if any, entitled to vote thereon) voting
together as a single class.

                  c. The holders of Class A Stock and Class C Stock shall each
be entitled to vote separately as a class with respect to (i) amendments to this
Certificate of Incorporation that alter or change the powers, preferences or
special rights of their respective class of stock so as to affect them adversely
and (ii) such other matters as require class votes under the General Corporation
Law of the State of Delaware.

                  d. Except as otherwise provided by law or pursuant to this
Article IV or by resolution or resolutions of the Board of Directors of the
Corporation (the "Board") providing for the issuance of any series of Preferred
Stock, the holders of the Class A Stock and the Class C Stock shall have sole
voting power for all purposes as to which the stockholders of the Corporation
are entitled to vote, each holder of the Class A Stock and Class C Stock being
entitled to vote as provided in subparagraph 2.b of paragraph B of Article IV.

            3. DIVIDENDS.

                  a. If and when dividends on the Class A Stock and Class C
Stock are declared payable from time to time by the Board as provided in this
subparagraph 3.a of paragraph B of Article IV, whether payable in cash, in
property or in shares of stock of the Corporation, the holders of Class A Stock
and the holders of Class C Stock shall be entitled to share equally, on a per
share basis, in such dividends, subject to the limitations described below. If
dividends are declared that are payable in shares of Class A Stock or Class C
Stock, such dividends shall be payable at the same rate on all classes of Common
Stock and the dividends payable in shares of Class A Stock shall be payable only
to holders of Class A Stock and the dividends payable in shares of Class C Stock
shall be payable only to holders of Class C Stock. If the Corporation shall in
any manner subdivide or combine the outstanding shares of Class A Stock or Class
C Stock, the outstanding shares of the other class of Common Stock shall be
proportionally subdivided or combined in the same manner and on the same basis
as the outstanding shares of Class A Stock or Class C Stock, as the case may be,
that have been subdivided or combined.

                  b. Subject to provisions of law and the preferences of the
Preferred Stock and of any other stock ranking prior to the Class A Stock or the
Class C Stock as to dividends, the holders of the Class A Stock and the Class C
Stock shall be entitled to receive dividends at such time and in such amounts as
may be determined by the Board and declared out of any funds lawfully available
therefor, and shares of Preferred Stock of any series shall not be

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entitled to share therein except as otherwise expressly provided in the
resolution or resolutions of the Board providing for the issue of such series.

            4. CONVERSION OF CLASS C STOCK BY HOLDER.

                  a. The holder of each share of Class C Stock shall have the
right at any time, or from time to time, at such holder's option, to convert
such share into one fully paid and nonassessable share of Class A Stock on and
subject to the terms and conditions hereinafter set forth.

                  b. In order to exercise his conversion privilege, the holder
of any shares of Class C Stock to be converted shall present and surrender the
certificate or certificates representing such shares during usual business hours
at any office or agency of the Corporation maintained for the transfer of Class
C Stock and shall deliver a written notice of the election of the holder to
convert the shares represented by such certificate or any portion thereof
specified in such notice. Such notice shall also state the name or names (with
address) in which the certificate or certificates for shares of Class A Stock
issuable on such conversion shall be registered. If required by the Corporation,
any certificate for shares surrendered for conversion shall be accompanied by
instruments of transfer, in form satisfactory to the Corporation, duly executed
by the holder of such shares or his duly authorized representative. Each
conversion of shares of Class C Stock shall be deemed to have been effected on
the date (the "conversion date") on which the certificate or certificates
representing such shares shall have been surrendered and such notice and any
required instruments of transfer shall have been received as aforesaid, and the
person or persons in whose name or names any certificate or certificates for
shares of Class A Stock shall be issuable on such conversion shall be, for the
purpose of receiving dividends and for all other corporate purposes whatsoever,
deemed to have become the holder or holders of record of the shares of Class A
Stock represented thereby on the conversion date.

                  c. As promptly as practicable after the presentation and
surrender for conversion, as herein provided, of any certificate for shares of
Class C Stock, the Corporation shall issue and deliver at such office or agency,
to or upon the written order of the holder thereof, certificates for the number
of shares of Class A Stock issuable upon such conversion. In case any
certificate for shares of Class C Stock shall be surrendered for conversion of a
part only of the shares represented thereby, the Corporation shall deliver at
such office or agency, to or upon the written order of the holder thereof, a
certificate or certificates for the number of shares of Class C Stock
represented by such surrendered certificate that are not being converted. The
issuance of certificates for shares of Class A Stock issuable upon the
conversion of shares of Class C Stock by the registered holder thereof shall be
made without charge to the converting holder for any tax imposed on the
Corporation in respect of the issue thereof. The Corporation shall not, however,
be required to pay any tax that may be payable with respect to any transfer
involved in the issue and delivery of any certificate in a name other than that
of the registered holder of the shares being converted, and the Corporation
shall not be required to issue or deliver any such certificate unless and until
the person requesting the issue thereof shall have paid to the Corporation the
amount of such tax or has established to the satisfaction of the Corporation
that such tax has been paid.

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                  d. The holder of shares converted from Class C to Class A
shares shall only be entitled to dividends (i) payable on shares of Class C
Stock that were declared on a date prior to the conversion date of such
converted shares, and (ii) payable on shares of Class A Stock that were declared
on or after such conversion date of such converted shares.

                  e. In case of any sale or conveyance of all or substantially
all of the property or business of the Corporation as an entirety, a holder of a
share of Class C Stock shall have the right thereafter to convert such share
into the kind and amount of cash, shares of stock and other securities and
properties receivable upon such sale or conveyance by a holder of one share of
Class A Stock and shall have no other conversion rights with regard to such
share. The provisions of this subparagraph 4.e of paragraph B of Article IV
shall similarly apply to successive sales or conveyances.

                  f. Shares of the Class C Stock converted into Class A Stock
shall be retired and shall resume the status of authorized but unissued shares
of Class C Stock.

                  g. Such number of shares of Class A Stock as may from time to
time be required for such purpose shall be reserved for issuance upon conversion
of outstanding shares of Class C Stock.

            5. TERMINATION OF CLASS C STOCK.

                  a. All outstanding shares of Class C Stock shall
automatically, without any further act or deed on the part of this Corporation
or any other person, be converted into shares of Class A Stock on a
share-for-share basis at the option of the Corporation, at any time when the
Board and the holders of a majority of the outstanding shares of the Class C
Stock approve the conversion of all of the Class C Stock into Class A Stock.

                  b. In the event of any automatic conversion of Class C Stock
pursuant to this subparagraph 5 of paragraph B of Article IV, certificates
formerly representing outstanding shares of Class C Stock will thereafter be
deemed to represent the number of shares of Class A Stock into which such shares
have been converted.

            6. PRIORITY OF PREFERRED STOCK.

      The Class A Stock and the Class C Stock are subject to all the powers,
rights, privileges, preferences and priorities of any series of Preferred Stock
as may be stated herein and as shall be stated and expressed in any resolution
or resolutions adopted by the Board, pursuant to authority expressly granted to
and vested in it by the provisions of this Article IV.

            7. LIQUIDATION, DISSOLUTION OR WINDING UP.

      In the event of any liquidation, dissolution or winding up of the
Corporation, whether voluntarily or involuntarily (sometimes referred to as
liquidation), after payment or provision for payment of the debts and other
liabilities of the Corporation and the preferential amounts to which the holders
of any stock ranking prior to the Class A Stock and the Class C Stock in the
distribution of assets shall be entitled upon liquidation, the holders of the
Class A Stock and the Class C Stock shall be entitled to share pro rata in the
remaining assets of the Corporation

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according to their respective interests.

      C. PREFERRED STOCK.

      Shares of Preferred Stock may be issued from time to time in one or more
series. Shares of Preferred Stock that may be redeemed, purchased or acquired by
the Corporation may be reissued except as otherwise provided by law. The Board
is hereby authorized to fix or alter the designations and powers, preferences
and relative, participating, optional or other rights, if any, and
qualifications, limitations or restrictions thereof, including, without
limitation, the dividend rate (and whether dividends are cumulative), conversion
rights, if any, voting rights, rights and terms of redemption (including sinking
fund provisions, if any), redemption price and liquidation preferences of any
wholly unissued series of Preferred Stock, and the number of shares constituting
any such series and the designation thereof, or any of them, and to increase or
decrease the number of shares of any series subsequent to the issue of shares of
that series, but not below the number of shares of such series then outstanding.

    ARTICLE V: NUMBER OF DIRECTORS AND LIMITATION OF LIABILITY OF DIRECTORS.

      A. NUMBER OF DIRECTORS. The number of directors that shall constitute the
whole Board of the Corporation shall be as specified in the Bylaws of the
Corporation, as the same may be amended from time to time.

      B. LIMITATION OF LIABILITY OF DIRECTORS. The Corporation shall, to the
fullest extent permitted by Section 145 of the General Corporation Law of the
State of Delaware, as the same may be amended and supplemented, or any successor
provision thereto, indemnify any and all persons whom it shall have power to
indemnify under said section from and against any and all of the expenses,
liabilities or other matters referred to in or covered by said section and, as
provided in said section shall advance expenses, including reasonable attorneys'
fees, of any and all such persons, and the indemnification and advancement of
expenses provided for herein shall not be deemed exclusive of any other rights
to which a person seeking indemnification or advancement of expenses may be
entitled under any Bylaw, agreement, vote of stockholders or disinterested
directors or otherwise, both as to action in his or her official capacity and as
to action in another capacity while holding such office, and shall continue as
to a person who has ceased to be a director, officer, employee or agent and
shall inure to the benefit of the heirs, executors, and administrators of such
persons. To the fullest extent permitted by Section 102 of the General
Corporation Law of Delaware, as the same may be amended and supplemented, or any
successor provision thereto, a director of the Corporation shall not be
personally liable to the Corporation or its stockholders for monetary damages
for breach of fiduciary duty as a director.

      C. FUTURE AMENDMENTS. In addition to the provisions of paragraph B of
Article V hereof, if Delaware law is amended hereafter to authorize or permit
corporate action further limiting or eliminating the personal liability of a
director to the Corporation or its stockholders, then the liability of each
director of the Corporation shall be further limited or eliminated to the
fullest extent permitted by any such future amendment of the law of the State of
Delaware.

      D. REPEAL OR MODIFICATION. Any repeal or modification of this Article V or
any provision hereof shall not increase the personal liability of any director
or the Corporation for

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any act or occurrence taking place prior to such repeal or modification, or
otherwise adversely affect any right or protection of a director of the
Corporation existing at the time of such repeal or modification.

                             ARTICLE VI: MEETINGS.

      Meetings of stockholders may be held within or without the State of
Delaware, as the Bylaws of the Corporation may provide. The books of the
Corporation may be kept (subject to any provision of Delaware law) outside the
State of Delaware at such place or places as may be designated from time to time
by the Board or in the Bylaws of the Corporation. Elections of directors need
not be by written ballot unless the Bylaws of the Corporation shall so provide.

                      ARTICLE VII: ELECTION OF DIRECTORS.

      A. STOCKHOLDERS' MEETING. The Directors shall be elected at the annual
meeting of stockholders as set forth in the Bylaws.

      B. VACANCIES. Vacancies and newly created directorships resulting from any
increase in the authorized number of directors, effected by amendment to the
Bylaws, may be filled by resolution of a majority of the directors then in
office, or by a sole remaining director. The directors so chosen shall hold
office until the next annual election and until their successors are duly
elected and qualified, unless sooner displaced. If there are no directors in
office, then an election of directors may be held in the manner provided by
statute. If at any time of filling any vacancy or any newly created
directorship, the directors then in office shall constitute less than a majority
of the whole Board of Directors (as constituted immediately prior to any such
increase), the Court of Chancery of the State of Delaware, upon application of
any stockholder or stockholders holding at least ten percent of the total number
of shares at the time outstanding having the right to vote for such directors,
may summarily order an election to be held to fill any such vacancies or newly
created directorships or to replace the directors chosen by the directors then
in office.

                         ARTICLE VIII: INDEMNIFICATION.

      The Corporation shall indemnify, in the manner and to the full extent
permitted by law, any person (or the estate of any person) who was or is a party
to, or is threatened to be made a party to, any threatened, pending or completed
action, suit or proceeding, whether or not by or in the right of the
Corporation, and whether civil, criminal, administrative, investigative or
otherwise (a "Proceeding"), by reason of the fact that such person is or was a
director or officer of the Corporation, or is or was serving at the request of
the Corporation as a director or officer of another corporation, partnership,
joint venture, trust or other enterprise. The Corporation may, to the full
extent permitted by law, purchase and maintain insurance on behalf of any such
person against any liability that may be asserted against him. To the full
extent permitted by law, the indemnification provided herein shall include
expenses (including attorneys' fees), judgments, fines and amounts paid in
settlement, and, in the manner provided by law, any such expenses shall be paid
by the Corporation in advance of the final disposition of such action, suit or
proceeding. The indemnification provided herein shall not be deemed to limit the
right of the Corporation to indemnify any other person for any such expenses to
the full extent permitted by

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law, nor shall it be deemed exclusive of any other rights to which any person
seeking indemnification from the Corporation may be entitled under any
agreement, vote of stockholders or disinterested directors or otherwise, both as
to action in his official capacity and as to action in another capacity while
holding such office.

              ARTICLE IX: ADOPTION, AMENDMENT OR REPEAL OF BYLAWS.

      The Board of Directors may adopt, amend or repeal the Bylaws as and to the
extent provided therein; provided, however, that the granting of such power to
the Board of Directors shall not divest the stockholders of the power, nor limit
the stockholders' power to adopt, amend or repeal the Bylaws.

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