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                                                                     Exhibit 4.4

                            COX COMMUNICATIONS, INC.

                                       and

                              THE BANK OF NEW YORK

                                     Trustee

                              ---------------------

                          SIXTH SUPPLEMENTAL INDENTURE

                             Dated as of May 5, 2003

                              ---------------------

                           Supplementing the Indenture
                            dated as of June 27, 1995

                              --------------------

      Amending the Second Supplemental Indenture dated as of March 14, 2000
        and amending the terms of a series of Debt Securities designated
                3% Exchangeable Subordinated Debentures due 2030

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         SIXTH SUPPLEMENTAL INDENTURE, dated the 5th day of May, 2003, between
COX COMMUNICATIONS, INC., a corporation existing under the laws of the State of
Delaware (the "Company"), and THE BANK OF NEW YORK, a New York banking
corporation, having its principal corporate trust office in The City of New
York, New York, as trustee (the "Trustee").

         WHEREAS, the Company has heretofore executed and delivered to the
Trustee an Indenture dated as of June 27, 1995 (the "Original Indenture")
providing for the issuance by the Company from time to time of its debentures,
notes, bonds or other evidences of indebtedness to be issued in one or more
series ("Debt Securities");

         WHEREAS, the Company has heretofore executed and delivered to the
Trustee a Second Supplemental Indenture dated as of March 14, 2000 (the "Second
Supplemental Indenture", and together with the Original Indenture, the
"Indenture") and, in the exercise of the power and authority conferred upon and
reserved to the Company under the provisions of the Indenture and pursuant to
appropriate resolutions of the Board of Directors, the Company established a
series of Debt Securities designated as the "3% Exchangeable Subordinated
Debentures due 2030" under the Indenture in an aggregate original principal
amount of up to $335,366,000 (the "Debentures");

         WHEREAS, Section 9.01 of the Original Indenture provides, among other
things, that the Company, when authorized by a Board Resolution, and the
Trustee, at any time and from time to time, without the consent of any Holders,
may enter into an indenture supplemental to the Original Indenture to establish
or amend in certain respects the terms of Debt Securities of any series, such as
the Debentures, as permitted by Sections 2.01 and 2.03 of the Original
Indenture;

         WHEREAS, the Company, and the Trustee desire to enter into this Sixth
Supplemental Indenture to the Original Indenture to amend certain sections of
the Second Supplemental Indenture to terminate the Company's right to pay any
portion or all of the Exchange Market Value of the Reference Shares in Reference
Shares; and

         WHEREAS, all things necessary to make this Sixth Supplemental Indenture
a valid indenture and agreement according to its terms have been and, upon
execution hereof, will be done.

         NOW, THEREFORE, THIS SIXTH SUPPLEMENTAL INDENTURE WITNESSETH that, in
order to amend the terms of the Debentures and for and in consideration of the
premises and of the covenants contained in the Original Indenture and the Second
Supplemental Indenture and for other good and valuable consideration the receipt
and sufficiency of which are hereby acknowledged, it is mutually covenanted and
agreed as follows:


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                                  ARTICLE ONE

                              DEFINITIONS AND OTHER
                        PROVISIONS OF GENERAL APPLICATION

         Section 101. Definitions. Each capitalized term that is used herein and
is defined in the Original Indenture or the Second Supplemental Indenture shall
have the meaning specified in the Original Indenture or the Second Supplemental
Indenture unless such term is otherwise defined herein, in which case such term
shall have the meaning specified herein.

         Section 102. Section References.

         Each reference to a particular section set forth in this Sixth
Supplemental Indenture shall, unless context otherwise requires, refer to this
Sixth Supplemental Indenture.

         Section 103. Reference Shares Eligibility Date.

         The defined term "Reference Shares Eligibility Date" is deleted in its
entirety from Section 101 of the Second Supplemental Indenture.

         Section 104. Conflict with Original Indenture.

         Section 103 of the Second Supplemental Indenture is hereby amended by
adding the following at the end thereof:

                           "To the extent that any of the terms set forth in the
                  Sixth Supplemental Indenture shall conflict with any of the
                  terms of the Original Indenture or the Second Supplemental
                  Indenture, the terms of the Sixth Supplemental Indenture shall
                  be controlling with respect to the Debentures."

                                  ARTICLE TWO

                        TITLE AND TERMS OF THE SECURITIES

         Section 201. Stated Maturity.

         (a)      Clause (b) of Section 204 of the Second Supplemental Indenture
is hereby amended and superceded in its entirety by the following:

                           "(b) Not less than 30 Business Days prior to the
                  Stated Maturity of the principal of the Debentures, the
                  Company shall issue a press release and provide it to DTC for
                  dissemination through the DTC broadcast facility stating that
                  the Company will deliver, or cause to be delivered, cash in
                  exchange for any Debentures submitted for exchange, in
                  accordance with Section 209, from the date of such notice
                  through 5:00 p.m., New York


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                  City time, on the Trading Day next preceding such Stated
                  Maturity."

         Section 202.  Exchange of Debentures.

         (a)      Clause (b) of Section 209 of the Second Supplemental Indenture
is hereby amended and superceded in its entirety by the following:

                           "(b) The Company shall pay 100% of the Exchange
                  Market Value of the Reference Shares attributable to each
                  Debenture, in cash. Such payment or delivery will be made as
                  promptly as practicable, but in any event within ten Trading
                  Days after the date of determination of the Exchange Market
                  Value."

         (b)      Clause (d) of Section 209 of the Second Supplemental Indenture
is hereby amended and superceded in its entirety by the following:

                           "(d) As soon as practicable on each Trading Day
                  following receipt by the Exchange Agent of notification from
                  DTC that DTC has received an agent's message from a DTC
                  participant electing to exercise its exchange option with
                  respect to its Debentures, and delivery of such Debentures
                  into the Exchange Agent's DTC participant account, or
                  following receipt of a complete manually signed Notice of
                  Exchange and receipt of certificated Debentures from a Holder,
                  the Exchange Agent shall notify the Company of the principal
                  amount of Debentures which has been tendered. When the
                  Exchange Market Value has been determined, the Company shall
                  deliver an Officers' Certificate to the Trustee setting forth
                  the exact amount to be paid to the tendering Holder and shall
                  deposit such amount with the Exchange Agent. Upon receipt of
                  such payment or delivery from the Company, the Exchange Agent
                  shall pay DTC as soon as practicable or, in the cases of
                  Debentures that are held in certificated form, as directed by
                  the tendering Holder."

         Section 203.  Distribution of Reference Shares or Other Securities.

         (a)      Clause (a) of Section 210 of the Second Supplemental Indenture
is hereby amended by deleting the words "in respect of the transfer and delivery
of References Shares or" from the second line thereof.

         (b)      Clause (b) of Section 210 of the Second Supplemental Indenture
is hereby amended by deleting the words "any Reference Shares or" from the first
line thereof.


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                                 ARTICLE THREE

                            MISCELLANEOUS PROVISIONS

         Section 301. No Representations.

         The Trustee makes no undertaking or representations in respect of, and
shall not be responsible in any manner whatsoever for and in respect of, the
validity or sufficiency of this Sixth Supplemental Indenture or the proper
authorization or the due execution hereof by the Company or for or in respect of
the recitals and statements contained herein, all of which recitals and
statements are made solely by the Company.

         Section 302. Ratification of Original Indenture and Second Supplemental
Indenture; Sixth Supplemental Indenture Controls.

         The Original Indenture, as supplemented by the Second Supplemental
Indenture and this Sixth Supplemental Indenture, is in all respects ratified and
confirmed, and this Sixth Supplemental Indenture shall be deemed part of the
Original Indenture in the manner and to the extent herein and therein provided.
The provisions of this Sixth Supplemental Indenture shall supersede the
provisions of the Original Indenture and the Second Supplemental Indenture to
the extent either the Original Indenture or the Second Supplemental Indenture is
inconsistent herewith.

         Section 303. Governing Law.

         This Sixth Supplemental Indenture shall be governed by, and construed
in accordance with, the laws of the State of New York, without regard to
conflicts of laws principles thereof.

         Section 304. Severability.

         If any provision in the Original Indenture, the Second Supplemental
Indenture or this Sixth Supplemental Indenture shall be invalid, illegal or
unenforceable, the validity, legality and enforceability of the remaining
provisions shall not in any way be affected or impaired thereby.

         Section 305. Counterparts.

         This Sixth Supplemental Indenture may be executed in any number of
counterparts, each of which so executed shall be deemed to be an original, but
all such counterparts shall together constitute but one and the same instrument.


                            [Signature Page Follows]


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         IN WITNESS WHEREOF, the parties hereto have caused this Sixth
Supplemental Indenture to be duly executed as of the day and year first above
written.


                           COX COMMUNICATIONS, INC.




                           By:   /s/  Jimmy W. Hayes
                               ---------------------------------------------
                                 Name:     Jimmy W. Hayes
                                 Title:    Executive Vice President, Finance
                                           and Chief Financial Officer



                           THE BANK OF NEW YORK, as Trustee



                           By:   /s/  Mary LaGumina
                               ---------------------------------------------
                                 Name:     Mary LaGumina
                                 Title:    Vice President