SecProbe.io

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                        [Dow, Lohnes & Albertson, PLLC]

                                November 17, 2004

VIA EDGAR, FAX AND HAND DELIVERY

Ms. Pamela W. Carmody
Special Counsel
Office of Mergers and Acquisitions
U.S. Securities and Exchange Commission
Washington, D.C.  20549-0303

        Re:      Cox Communications, Inc.
                 Schedule TO-T/13E-3 filed November 3, 2004, as amended
                 Schedule 14D-9
                 File No. 5-46251

Dear Ms. Carmody:

    We have received your letter dated November 16, 2004, containing
comments with respect to the above referenced filings. The remainder of this
letter provides the text of your comments followed, in each case, by a response.
In this regard, page references in our responses correspond to the Offer to
Purchase dated November 3, 2004.

Schedule TO-T/13E-3
-------------------

1.  What consideration was given to whether COX DNS, Inc., CEI-M
    Corporation, Barbara Cox Anthony or Anne Cox Chambers are affiliates of
    Cox within the scope of Rule 13e-3(a)(1) and should be "filing persons"
    for the purposes of the Schedule 13E-3? In this regard, we note that
    Holdings formed CEI-M for the purpose of conducting the offer and that
    Cox DNS, Ms. Anthony and Ms. Chambers will continue to be the
    beneficial owners of a large number of shares after the transaction.
    Please advise. Please note that all filing persons must comply with the
    requirements of Rule 13e-3, including the disclosures required by
    Schedule 13E-3, such as the fairness recommendation and the basis for
    its belief of fairness. See Question 5 of SEC Release No. 34-17719
    (April 13, 1981).

RESPONSE

We agree that CEI-M Corporation, for purposes of Rule 13e-3, is engaged in the
transaction, particularly since CEI-M Corporation is a party to the merger
agreement and will merge with and into Cox Communications, Inc. ("Cox"). In
contrast, Cox DNS, Inc. ("DNS") is not a party to the merger agreement and is
not otherwise engaged in the transaction. In this regard, DNS's only action to
be performed (to transfer its Cox common stock to CEI-M Corporation) is at the
direction of Cox Enterprises, Inc. ("Enterprises") in accordance with the merger
agreement. Similarly, Barbara Cox Anthony and Anne Cox Chambers have only acted
as members of the eleven member board of directors of Enterprises and are not,
and have not been, engaged in the transaction within the meaning of Rule 13e-3.
Accordingly, we respectfully submit that none of DNS, Barbara Cox Anthony or
Anne Cox Chambers should be added as filing persons.

In light of CEI-M Corporation being a filing person, and as suggested in your
comment, we will include the following amendments or add the following
disclosure to the Schedule TO/13E-3 amendment being filed in response to your
comments:

o        The caption to the section currently entitled "Position of Enterprises
         and Holdings Regarding the Fairness of the Offer and the Merger" on
         page 38 will be amended by replacing "Enterprises and Holdings" with
         "Enterprises, Holdings and CEI-M." In addition, the first full
         paragraph on page 38 will be amended by replacing "Enterprises and
         Holdings" with "Enterprises, Holdings and CEI-M" in the first and third
         line thereof, and the first paragraph on page 39 will also be amended
         by replacing "Enterprises and Holdings" with "Enterprises, Holdings and
         CEI-M" in the first and second lines thereof.

o        The second paragraph on page 57 will be amended by replacing "Cox,
         Enterprises and Holdings" with "Cox, Enterprises, Holdings and CEI-M"
         in the first, second and seventh lines thereof.

o        The following paragraph will be added after the second paragraph on
         page 57:

         "To the knowledge of CEI-M, no transactions in the Shares have been
         effected during the past 60 days by CEI-M, or its executive officers,
         directors, affiliates and any associates or majority owned subsidiaries
         and any executive officer or director of any subsidiary. Except as
         described in the Offer to Purchase, since January 1, 2002, no

<PAGE>

Ms. Pamela W. Carmody
November 17, 2004
Page 2

         negotiations, transactions or material contacts concerning a merger,
         consolidation, or acquisition, a tender offer for or other acquisition
         of any securities of Cox, an election of directors of Cox or a sale or
         other transfer of a material amount of Cox's assets, has been entered
         into or has occurred between Cox and CEI-M."

o        The final paragraph on page 58 will be amended by adding the following
         sentence at the end of the paragraph:

         "CEI-M currently has three directors, two of whom are also directors of
         Enterprises, and one of whom is also the corporate secretary of
         Enterprises, Holdings and Cox."

o        The caption to the section currently entitled "Certain Information
         Concerning Cox, Enterprises and Holdings" on page 73 will be amended by
         replacing "Cox, Enterprises and Holdings" with "Cox, Enterprises,
         Holdings and CEI-M."

o        The following paragraph will be added after the third paragraph on
         page 73:

         "CEI-M. CEI-M is a holding company with no business or operations. The
         name, citizenship, business address, principal occupation or employment
         and five-year employment history for each of the directors and
         executive officers of CEI-M and certain other information is set forth
         in Schedule A to Amendment No. 4 to the Schedule TO. As of the date
         hereof, CEI-M owns no shares of Cox's Class A common stock."

o        Schedule A to the Offer to Purchase will be amended by adding the
         disclosure set forth on Exhibit A to this letter.

o        Schedule B to the Offer to Purchase will be amended by adding the
         disclosure set forth on Exhibit B to this letter.

Offer to Purchase
-----------------

2.  We note that, while Enterprises and Holdings have waived the CEI
    Financing Condition, the offer remains subject to a financing
    condition. In this regard, please note our position that a material
    change in the offer occurs when the offer becomes fully financed, i.e.,
    the financing condition is satisfied, and that, accordingly, five days
    must remain in the offer or the offer must be extended upon the
    satisfaction or waiver of the financing condition. Please advise of
    your intent in this regard. We may have further comment.

RESPONSE

Although Enterprises and Holdings have waived the CEI Financing Condition, Cox
does not intend to waive the condition to its obligation to purchase tendered
shares that Cox shall have obtained funding under its new credit facilities
arranged in connection with the tender offer and the follow-on merger. As noted
on page 3, Enterprises and Cox believe that if the conditions to their offer are
met, other than the condition that Cox receive funds under its new credit
facilities, Enterprises and Cox will be able to meet all the conditions imposed
by their banks in their commitment letter. However, as also stated on page 3, if
Cox does not receive such funding, the tender offer will not be completed and
all tendered shares will be returned. Thus, we do not anticipate any waiver of a
condition to the offer which might provide a basis for requiring five days to
remain in the offer period subsequent to such waiver. We do concede that any
such waiver would appropriately require that the offer remain open for five
days. However, Cox's condition is a customary closing condition. The mechanics
of closing and funding should not automatically require an extension of the
tender offer, as such a result would require that Enterprises borrow funds at a
time when it does not know how much it needs to borrow. Since most shares are
typically tendered in the last day or two of the tender period, Enterprises
could not borrow funds five days in advance and have sufficient funds to
purchase validly tendered shares that are not withdrawn.

3.  We note your characterization of the offer as a combined offer in which
    neither Holdings nor Cox is required to purchase all of the shares.
    Please provide the basis for this statement.

<PAGE>

Ms. Pamela W. Carmody
November 17, 2004
Page 3

RESPONSE

The use of the terms "combined" and "joint" in connection with the tender offer
are merely meant to clarify that the offer is not being made solely by the
issuer or by an affiliate of the issuer, but rather the offer is being made by
both Cox and by Enterprises through its wholly-owned subsidiary. The disclosure
in the paragraph that begins at the bottom of page 9 and continues on to page
10, as well as the description under "The Merger Agreement-The Offer" beginning
on page 46, clearly describes the contractual obligations of the parties to
purchase shares that are properly tendered and not withdrawn. To clarify that
all shares properly tendered and not withdrawn will be purchased in accordance
with the terms of the tender offer, we will add the following sentence as the
penultimate sentence to the carryover paragraph at the top of page 10:

"In any event, if the conditions to the tender offer are satisfied or waived,
Holdings and/or Cox will purchase all shares validly tendered and not withdrawn
in accordance with the terms of the Merger Agreement."

Special Factors, page 12
------------------------

--Background of the Offer, page 12
----------------------------------

4.  Expand the third paragraph to describe the basis for Enterprises'
    belief that increasing its stake in Cox may be its most attractive
    investment opportunity in more detail. For example, did Enterprises or
    anyone else perform any analyses? Further, expand the discussion of the
    Cox executives' consideration of a buyback in more detail. For example,
    who proposed a repurchase and what other investment alternatives were
    considered? Why was Cox considering investment opportunities?

RESPONSE

Enterprises' executives routinely review investment opportunities for each of
Enterprises' businesses. In connection with Enterprises' determination that Cox
may be the most attractive opportunity in the Spring of 2004, Enterprises did
not perform formal analyses or request such analyses from a third party.
Accordingly, in response to your comment, we will add the following after the
first sentence of the third paragraph on page 12:

"Enterprises' executives regularly review opportunities in each of Enterprises'
businesses, and in early 2004, management reviewed strategic alternatives
available in the cable, television, radio, newspaper and auto auction sectors,
as well as investments in businesses related to Enterprises' core operations.
Opportunities for significant transactions were very limited, and in some
sectors, non-existent. By comparison, Cox is a company that Enterprises knows
well and did not present the integration risk associated with acquiring less
familiar operations. Enterprises also believed that Cox could benefit as a
private company by focusing on long-term objectives in an increasingly
competitive environment. In addition, as trading prices of cable company stocks
declined over the preceding year, Cox stock increasingly looked like an
attractive investment. The strong balance sheet and liquidity position of both
Enterprises and Cox enhanced the timing and feasibility of a transaction."

In addition, the following will be added to end of the third paragraph in
response to the remainder of your comment:

"The other investment opportunities presented by Mr. Redella involved the
potential acquisition of cable systems from Adelphia Communications Corp. In
April 2004, Adelphia announced that it would pursue a dual-track process for
emergence from Chapter 11 of the United States Bankruptcy Code that involved
both a potential sale of the company and continued pursuit of a stand-alone
reorganization. As no other comparable cable system operations were on the
market, Mr. Redella used Cox stock as a comparative benchmark. Mr. Redella's
analysis compared a Cox stock buyback of approximately half the Shares not
beneficially owned by Enterprises and all of such Shares, with the acquisition
of Adelphia cable systems comprised of between 1.1 million and 2.2 million
subscribers, respectively, using estimated EBITDA, imputed prices per subscriber
and leverage required to complete each potential investment."

<PAGE>

Ms. Pamela W. Carmody
November 17, 2004
Page 4

5.  We note that Citigroup and Lehman Brothers have previously provided
    materials analyzing a potential going private transaction with Cox. It
    is unclear whether this refers to the current proposed transaction.
    Expand to address the consideration of a previous going private
    transaction in more detail, including a description of when such
    transaction was considered and why it was not pursued, if true.
    Finally, describe all such presentations, quantifying to the extent
    practicable, provide all other required disclosure and file all
    material provided to the filing persons in connection with such
    analysis pursuant to Item 1015 of Regulation M-A.

RESPONSE

The referenced materials were related to the current transaction. Accordingly,
the following sentence will be added after the first sentence in the fifth
paragraph on page 12:

"The Lehman Brothers material was provided to Enterprises on June 25, 2004, and
the Citigroup material was provided to Enterprises on June 29, 2004, prior to
their meeting with Enterprises. For a more detailed description of these
materials, see "-Other Financial Analyses Performed by Citigroup and Lehman
Brothers.""

All material required to be filed pursuant to Item 1015 of Regulation M-A was
filed on November 3, 2004, other than one presentation that is being filed with
the Schedule TO/13E-3 amendment being filed in response to your comments. As
indicated in our response to comment 6 below, appropriate disclosure will be
provided.

6.  In this regard, we note that the filing persons received numerous
    presentations and written materials from third parties as noted by the
    exhibits filed to the Schedule 13e-3. Please expand the discussion to
    describe the presentations and analyses in more detail and in
    accordance with Item 1015 of Regulation M-A. It is unclear whether all
    such analyses or reports included in the presentations are described.
    As an example only, we refer you to the brief discussion of the
    presentations made by Goldman Sachs to the special committee on August
    25, 2004 and September 28, 2004 and the presentation by Citigroup and
    Lehman Brothers on October 7, 2004. Please advise.

RESPONSE

Each analysis and report required to be described in accordance with Item
1015(a) of Regulation M-A has been disclosed and, as requested, we will include
appropriate additional disclosures regarding the presentations of Citigroup and
Lehman Brothers and Goldman Sachs in the Schedule TO/13E-3 amendment being filed
in response to your comments.

The disclosure of the presentations by Citigroup and Lehman Brothers on June 25,
June 29 and July 22, which are set forth on Exhibit C hereto, will be inserted
as the first four paragraphs under the caption "-Other Financial Analyses
Performed by Citigroup and Lehman Brothers" on page 42. Please note that a
quantified description of the October 7 presentation by Citigroup and Lehman
Brothers appears under this caption on page 43. For clarity, we will add the
following cross-reference after the second sentence of the paragraph that begins
at the bottom of page 18:

"For a more detailed description of the presentation by Citigroup and Lehman
Brothers to