SecProbe.io

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                  [Dow, Lohnes & Albwertson, PLLC Letterhead]

                                November 22, 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 18, 2004, containing additional
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.  We note your response to our previous comment number 1.  In transferring
    its Cox holdings to CEI-M, it would appear that Cox DNS is engaged in the
    transaction and should be a filing person on the Schedule 13E-3.
    Please advise or revise.

RESPONSE
--------

While we continue to believe that the passive activities of Cox DNS, Inc.
should not be deemed to constitute the actions of an entity engaging in a
Rule 13e-3 transaction, we will include Cox DNS, Inc. as a filing person on the
Schedule TO/13E-3 filed in response to your comments.

2.  As noted in our previous comment number 2, it is 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 of the financing condition.  Accordingly, please confirm that
    you will keep the offer open for five days once the offer is fully
    financed.  Alternatively, provide us with analysis as to why you believe
    that, notwithstanding the financing condition, the offer is currently
    financed.

RESPONSE
--------

As discussed with you by phone on November 19, we believe, notwithstanding the
Cox Communications, Inc. ("Cox") financing condition, the offer is currently
fully financed.  Cox and Cox Enterprises, Inc. ("Enterprises") have received a
binding commitment from Citicorp North America, Inc., Lehman Brothers
Commercial Paper Inc. and JPMorgan Chase Bank for unsecured credit
facilities providing funds sufficient to purchase all of the shares of Cox
Class A common stock Cox has agreed to purchase (or fund the purchase of) in
the tender offer and follow-on merger.  This commitment letter, as amended,
was in place prior to commencement of the tender offer and was filed with the
original Schedule TO/13E-3 on November 3, 2004. The material terms of this
credit commitment are described on pages 77 and 78.  As stated in the seventh
paragraph on page 77, "[t]he closing of the new credit facilities will be
subject to usual conditions for similar facilities and transactions", which we
can confirm to you are customary closing conditions for unsecured, senior
credit agreements.  Accordingly, we respectfully submit that the tender offer
is fully financed in accordance with customary market practice and should be

<PAGE>

Ms. Pamela W. Carmody
Office of Mergers and Acquisitions
U.S. Securities & Exchange Commission
Page 2 of 5

considered fully financed under the tender offer rules.  To clarify the
binding and customary nature of this commitment, we will add the following to
the first paragraph under "The Tender Offer and Amount of Funds" on page 73:

"Enterprises and Cox have received a binding commitment from Citicorp North
America, Inc., Lehman Commercial Paper Inc. and JPMorgan Chase Bank, which as
amended, provides for funds sufficient to purchase all of the outstanding
Shares, whether pursuant to the Offer or in the Merger, and this commitment
and the facilities contemplated by this commitment are subject only to
customary closing conditions for similar facilities and transactions."

4.  We note your response to our previous comments 5, 6 and 19.
    Item 1015(b)(6) requires a summary of the findings and recommendations of
    any 1015 reports and the bases for and methods of arriving at such
    findings and recommendations.  It does not appear that the descriptions
    provided for the presentations satisfy this requirement.  Please revise
    to provide more complete disclosure regarding the presentations, including
    quantification, or provide your basis for not providing such disclosure.
    Further, the fact that the presentations were preliminary or not used as
    bases for evaluation of the proposal but rather as negotiation tools would
    not seem to negate their characterization as Item 1015 reports requiring
    full Item 1015(b) disclosure.

RESPONSE
--------

As discussed on November 19, we will address separately the Citigroup and
Lehman Brothers presentations, the Goldman Sachs presentations and the
appraisals for compensatory purposes that were covered, in each case, by
comments 5, 6 and/or 19 of your letter dated November 16, 2004.

Citigroup and Lehman Brothers
-----------------------------

o   Presentations as of June 25, June 29, July 22, July 30 and August 25, 2004
    --------------------------------------------------------------------------

Each of these presentations constitutes a report within the meaning of Item
1015 of Regulation M-A and has been filed as an exhibit to our
Schedule TO/13E-3.  Pages 41 and 42 contain a detailed description of the
material financial analyses set forth in the August 25 presentation.
The preceding presentations were generally preliminary presentations that
directly evolved into the August 25 presentation; and, therefore a similar
description of each of these draft presentations would not provide additional
material disclosure.  However, page 43 contains a detailed description of one
of the material financial analyses set forth in the July 30 presentation
because it was not superseded by the August 25 presentation.  Furthermore,
pages 42 and 43 contain summary valuation ranges of various financial
analyses that were set forth in the preliminary presentations.

As stated below, this approach to disclosure is consistent with that of other
recent filings on Schedule 13E-3 where the Item 1015 exhibits included
several, successive draft versions of valuation analyses by an outside
financial advisor.

o   Presentation as of October 7, 2004
    ----------------------------------

This presentation constitutes a report within the meaning of Item 1015 of
Regulation M-A and has been filed as an exhibit to our Schedule TO/13E-3.
As set forth on page 43, the sole purpose of this report was to respond to the
report presented by Goldman Sachs on September 28, 2004.  Page 43 contains a
detailed description of the material financial analysis set forth in the
October 7 presentation.

<PAGE>

Ms. Pamela W. Carmody
Office of Mergers and Acquisitions
U.S. Securities & Exchange Commission
Page 3 of 5

Goldman, Sachs & Co.
--------------------

o   Presentations to the Special Committee of August 18, August 25,
    September 15, September 23 and October 18, 2004
    ----------------------------------------------------------------

Each of these presentations constitutes a report within the meaning of
Item 1015 of Regulation M-A and has been filed as an exhibit to our
Schedule TO/13E-3.  Pages 28 through 38 contain a detailed, long form
description of the October 18 presentation.  The preceding presentations were
preliminary presentations that directly evolved into the October 18
presentation; and therefore, a similar description of each of these draft
presentations would not provide additional material disclosure.

This approach to disclosure is consistent with that of other recent filings
on Schedule 13E-3 where the Item 1015 exhibits included several, successive
draft versions of valuation analyses by an outside financial advisor
(see, e.g., final version of the Schedule 13E-3 filed by U.S. Oncology Inc.
on July 21, 2004 and final version of the Schedule 13E-3 filed by Duane Reade
Inc. on June 30, 2004).  The consistent approach under these circumstances is
not to overwhelm the reader with long form descriptions of each successive
preliminary presentation, but to include one long form description of the
final, superseding presentation.

o   "Negotiating Presentation" of September 28, 2004 by the Special Committee
     and Goldman Sachs to Citigroup and Lehman Brothers
    --------------------------------------------------------------------------

The presentation of September 28, 2004 is not a report within the meaning of
Item 1015 because it was not a report from an outside advisor to the Special
Committee.  It was a presentation to the outside advisors of Enterprises
prepared by the outside advisors of the Special Committee at the instructions
and under the supervision of the Special Committee and with significant input
from the Special Committee.  It is common in negotiations for presentations to
be made to the other side's banker and these presentations are, to the filing
persons' knowledge, never disclosed in the long form descriptive format seen,
for example, on pages 28 to 38.  The rationale is not that these presentations
are "for negotiating purposes", but that they are not valuation reports from
the outside advisor to the management or the board.  Rather, they are
banker-to-banker presentations that are usually, as was the case here,
prepared by a financial advisor at the instructions and under the supervision
of the financial advisor's client and with significant input from the client.
Nonetheless, we have erred on the fulsome disclosure side of the spectrum
seen in precedents for such presentations:  page 17 contains a four-paragraph
description of this presentation and this presentation is included as an
exhibit to our Schedule TO/13E-3.

To make it clear that this was not a report to the Special Committee, but a
presentation to Citigroup and Lehman Brothers prepared by Goldman Sachs at
the instructions and under the supervision of the Special Committee and with
significant input from the Special Committee, we will amend and restate the
exhibit description for this document to state "Negotiating Presentation
Delivered by Goldman, Sachs & Co. to Citigroup Global Markets Inc. and Lehman
Brothers Inc." and change the phrase "which was prepared only for the purposes
of negotiation" on page 17 to read "which was prepared for presentation to
Citigroup and Lehman Brothers by Goldman Sachs, at the instructions and under
the supervision of the Special Committee and with significant input from the
Special Committee, only for purposes of the negotiating meeting between the
two sets of financial advisors on September 28, 2004" in the Schedule
TO/13E-3 amendment being filed in response to your comments.

o   "Marketing" Presentation of May 24, 2004 to Cox and Enterprises
    ---------------------------------------------------------------

The presentation of May 24 does not constitute an Item 1015 report because it
is not related to this transaction.  The reasons that this presentation does
not relate to this transaction are:

    o   This presentation was not part of a specific "pitch" to represent
        Cox, Enterprises or any committee or member of any  board or management
        in connection with this transaction.

    o   This presentation was part of the common practice in the investment
        banking industry of visiting potential clients to discuss developments
        in the industry as part of ordinary course marketing efforts.
        The industry development contemplated by this meeting was the future
        sale of assets of Adelphia Communications Corporation.  Numerous
        prospective advisors regularly visit corporations to make these types
        of presentations and it is fairly typical to include hypothetical
        analyses of stock repurchases in these presentations.

<PAGE>

Ms. Pamela W. Carmody
Office of Mergers and Acquisitions
U.S. Securities & Exchange Commission
Page 4 of 5

    o   More detailed disclosure of this marketing presentation would not be
        informative and could even be misleading because this presentation was
        based on financial and other data that has substantially changed and
        was prepared without the benefit of any due diligence.

    o   The Special Committee concluded, after consultation with Goldman Sachs,
        that the substance of this presentation was  not relevant to this
        transaction due to the superseded nature of the financial data, the
        lack of any due diligence  and the absence of any valuation analysis.

Appraisals for Compensatory Purposes
------------------------------------

As discussed on November 19, we disclosed and filed the Bond & Pecaro and
Sleavin appraisals not because these appraisals relate to the fairness or
other terms of this transaction, but rather because the Enterprises executives
who negotiated this transaction were aware of these appraisals, as such
appraisals were used to determine a portion of their incentive compensation.
The appraisals filed as exhibits to our Schedule TO/13E-3 were not viewed by
Enterprises, Cox or their respective financial advisors as probative to the
appropriate value of Cox in connection with the negotiating of the tender
offer price.  In this regard, please note that both such appraisals were as
of December 31, 2003, and delivered in March 2004, well before Enterprises
began analyzing a potential tender offer for the Cox shares it does not
beneficially own.  Because of the nature of the appraisals, Bond & Pecaro and
Sleavin do not provide any findings, other than a value attributable to
Enterprises' stake in Cox, and they do not include any recommendations.  The
delivered appraisals did not provide Enterprises with the underlying
assumptions and analyses, so valuation ranges and similar details were not
part of their reports.  The appraisers do provide a general description of
their methodologies and the data reviewed, and our disclosure in the
Schedule TO/13E-3, as amended, describes the material bases and methods for
their respective valuations of Cox.  We respectfully submit that our disclosure
complies with Item 1015(b) of Regulation M-A and provides all of the
information about the Bond & Pecaro and Sleavin appraisals that is relevant to
an investor's decision regarding the tender offer.

5.  We note your response to our previous comment number 11.
    Item 1015 of Regulation M-A requires the filing and disclosure of
    reports from outside parties that material[ly] relate to the transaction.
    It is unclear why you have concluded that the report was not relevant.
    In this regard, we note that Cox in considering its investment
    alternatives considered a share buyback.  Goldman Sachs appears to have
    provided a report on investment alternatives including a buyback.
    Cox is now conducting a share buyback.

RESPONSE
--------

We have included the response to this comment under "Goldman Sachs & Co." in
our response to comment 4 above.

6.  We note your response to our previous comment number 13.  Please expand to
    state why the special committee did not believe that an analysis of book
    value was material to its consideration.

RESPONSE
--------

The Special Committee did not believe book value to be material to its
consideration of the offer and the merger because it did not view book value
as a meaningful measure of Cox's value relative to other factors considered
by the Special Committee, such as public market valuation or earnings and
cash flow.  In this regard, we note that Cox's book value is and has been less
than $16.00 per share for the last two calendar years,