Exhibit 4.3






THE  SECURITY  IS  A  GLOBAL  SECURITY  WITHIN  THE  MEANING  OF  THE  INDENTURE
HEREINAFTER  REFERRED TO AND IS  REGISTERED  IN THE NAME OF THE  DEPOSITARY OR A
NOMINEE OF THE DEPOSITARY.  UNLESS AND UNTIL IT IS EXCHANGED IN WHOLE OR IN PART
FOR THE INDIVIDUAL DEBT SECURITIES  REPRESENTED HEREBY, THIS GLOBAL SECURITY MAY
NOT BE  TRANSFERRED  EXCEPT AS A WHOLE BY THE  DEPOSITARY  TO A  NOMINEE  OF THE
DEPOSITARY  OR BY A NOMINEE  OF THE  DEPOSITARY  TO THE  DEPOSITARY  OR  ANOTHER
NOMINEE  OF  THE  DEPOSITARY  OR BY THE  DEPOSITARY  OR ANY  SUCH  NOMINEE  TO A
SUCCESSOR DEPOSITARY OR A NOMINEE OF SUCH SUCCESSOR DEPOSITARY.

UNLESS  THIS  SECURITY  IS  PRESENTED  BY AN  AUTHORIZED  REPRESENTATIVE  OF THE
DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION ("DTC"), TO COX COMMUNICATIONS,
INC. OR ITS AGENT FOR REGISTRATION OF TRANSFER,  EXCHANGE,  OR PAYMENT,  AND ANY
CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER NAME
AS IS REQUESTED BY AN AUTHORIZED  REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE
TO  CEDE  & CO.  OR TO  SUCH  OTHER  ENTITY  AS IS  REQUESTED  BY AN  AUTHORIZED
REPRESENTATIVE  OF DTC), ANY TRANSFER,  PLEDGE, OR OTHER USE HEREOF FOR VALUE OR
OTHERWISE  BY OR TO ANY PERSON IS  WRONGFUL,  INASMUCH AS THE  REGISTERED  OWNER
HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.

No. R-1                                                             $275,000,000
CUSIP No. 224044 AW7
                            Cox Communications, Inc.

        Premium PHONES - 3% Exchangeable Subordinated Debentures due 2030

         Cox Communications,  Inc., a Delaware  corporation  (hereinafter called
the "Company," which term includes any successor corporation under the Indenture
referred to below), for value received, hereby promises to pay to Cede & Co., or
registered   assigns,   the  amount  provided  in  Section  204  of  the  Second
Supplemental  Indenture referred to herein (such amount being referred to herein
as the Maturity  Repayment Amount) on March 14, 2030, and to pay interest on the
Original  Principal  Amount of this  Debenture  from March 14, 2000, or from the
most recent date to which  interest has been paid or provided for,  semiannually
on March 14 and September 14 in each year (each,  an "Interest  Payment  Date"),
commencing  September 14, 2000, at the rate of 3% per annum,  until the Maturity
Repayment  Amount  is paid or  made  available  for  payment.  Interest  on this
Debenture  shall be  calculated  on the basis of a 360-day  year  consisting  of
twelve  30-day  months.  The interest so payable and paid or provided for on any
Interest Payment Date will, as provided in such Indenture, be paid to the Person
in  whose  name  this  Debenture  (or one or  more  Predecessor  Securities)  is
registered  at the  close  of  business  on the  Regular  Record  Date  for such
interest,  which shall be the March 1 or  September 1 (whether or not a Business
Day), as the case may be, immediately  preceding such Interest Payment Date. Any
such interest which is payable, but is not paid or provided for, on any Interest
Payment Date shall forthwith cease to be payable to the registered Holder hereof
on the relevant  Regular  Record Date by virtue of having been such Holder,  and
may be  paid  to the  Person  in  whose  name  this  Debenture  (or  one or more
Predecessor  Securities)  is  registered  at the close of  business on a Special
Record  Date  for the  payment  of such  Defaulted  Interest  to be fixed by the
Company,  notice  whereof shall be given to

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the Holders of  Debentures  not less than 10 days prior to such Special  Record
Date,  or may be paid at any time in any other lawful manner not inconsistent
with the requirements of any securities exchange on which the Debentures  may be
listed,  and upon such notice as may be required by such exchange, all as more
fully provided in such Indenture.

         Payment  of the  Maturity  Repayment  Amount and the  interest  on this
Debenture  will be made at the office or agency of the  Company  maintained  for
that  purpose in The City of New York,  in such coin or  currency  of the United
States of  America as at the time of  payment  is legal  tender  for  payment of
public and private debts; provided, however, that, at the option of the Company,
interest  may be paid by check  mailed to the  address  of the  Person  entitled
thereto  as such  address  shall  appear  in the  Security  Register;  provided,
further,  that payment to DTC or any  successor  Depository  may be made by wire
transfer  to the  account  designated  by DTC or such  successor  Depository  in
writing.

         This Debenture is one of a duly  authorized  issue of securities of the
Company (herein called the "Debentures")  issued and to be issued in one or more
series under an Indenture  dated as of June 27, 1995 (the "Original  Indenture,"
and together with the Second  Supplemental  Indenture  referred to below and all
other indentures  supplemental thereto, the "Indenture") between the Company and
The Bank of New York,  as  Trustee  (the  "Trustee",  which  term  includes  any
successor  trustee under the  Indenture),  to which Indenture and all indentures
supplemental  thereto reference is hereby made for a statement of the respective
rights,  limitations of rights, duties and immunities thereunder of the Company,
the Trustee and the Holders of the  Debentures,  and of the terms upon which the
Debentures are, and are to be,  authenticated  and delivered.  This Debenture is
one of the series  designated on the face hereof,  initially limited (subject to
exceptions provided in the Indenture) to the aggregate Original Principal Amount
specified  in the Second  Supplemental  Indenture  between  the  Company and the
Trustee,  dated as of March 14, 2000,  establishing  the terms of the Debentures
pursuant to the Indenture (the "Second Supplemental Indenture").

         The Debentures are, to the extent provided herein, in the Indenture and
in the  Second  Supplemental  Indenture,  subordinate  and  subject  in right of
payment to the prior payment in full of all Senior  Indebtedness  (as defined in
the  Second  Supplemental  Indenture),  and each  Holder  of this  Debenture  by
accepting the same,  agrees to and shall be bound by the provisions  hereof,  of
the Second Supplemental Indenture and of Article XII of the Original Indenture.

         The Debentures are redeemable at the option of the Company, in whole or
in part at any time or from  time to time on or after  March  17,  2004,  on the
terms set forth in Section 208(a) of the Second Supplemental Indenture.

         The Debentures are  exchangeable at the option of the Holders  thereof,
on the terms set forth in Section 209 of the Second Supplemental Indenture.

         If an Event of Default  (as  defined in the  Indenture,  including  the
amendments  thereto in the Second  Supplemental  Indenture)  with respect to the
Debentures shall occur and be continuing, the principal of the Debentures may be
declared  due and  payable in the manner  and with the  effect  provided  in the
Indenture.
<PAGE>


         The Original  Indenture  permits,  with certain  exceptions  as therein
provided,  the  amendment  thereof  and  the  modification  of  the  rights  and
obligations  of the Company and the rights of the Holders of the  Securities  of
each  series  issued  under the  Indenture  at any time by the  Company  and the
Trustee with the consent of the Holders of not less than a majority in aggregate
principal  amount  of the  Securities  at the time  Outstanding  of each  series
affected thereby. The Original Indenture also contains provisions permitting the
Holders of specified percentages in aggregate principal amount of the Securities
of any  series  at the  time  Outstanding,  on  behalf  of  the  Holders  of all
Securities  of such  series,  to waive  compliance  by the Company  with certain
provisions of the  Indenture  and certain past defaults  under the Indenture and
their  consequences.  Any such consent or waiver by the Holder of this Debenture
shall be conclusive  and binding upon such Holder and upon all future Holders of
this Debenture and of any Debentures  issued upon the  registration  of transfer
hereof or in exchange herefor or in lieu hereof, whether or not notation of such
consent or waiver is made upon this Debenture or such Debentures.

         No reference herein to the Indenture and no provision of this Debenture
or of the Indenture  shall alter or impair the obligation of the Company,  which
is absolute and unconditional, to pay the Maturity Repayment Amount and interest
on this  Debenture,  at the times,  place and rate, and in the coin or currency,
herein and in the Indenture prescribed.

         The Original  Indenture  contains  provisions for defeasance of (i) the
entire  indebtedness of the Debentures and (ii) certain  covenants and Events of
Default  with  respect  to the  Debentures,  in each case upon  compliance  with
certain  conditions set forth therein,  which  provisions shall not apply to the
Debentures. In addition,  provisions for certain covenants specified in Sections
4.08  and  4.09  of  the  Original  Indenture  shall  not be  applicable  to the
Debentures.

         As provided in the  Indenture  and subject to certain  limitations  set
forth  therein and in this  Debenture,  the  transfer of this  Debenture  may be
registered  on the  Security  Register  upon  surrender  of this  Debenture  for
registration  of transfer at the office or agency of the Company  maintained for
the purpose in any place where the  Maturity  Repayment  Amount and  interest on
this  Debenture  are  payable,  duly  endorsed by, or  accompanied  by a written
instrument  of transfer  in form  satisfactory  to the Company and the  Security
Registrar duly executed by, the Holder hereof or by his attorney duly authorized
in writing,  and thereupon one or more new Debentures of this series and of like
tenor, of authorized denominations and for the same aggregate Original Principal
Amount, will be issued to the designated transferee or transferees.

         The Debentures are issuable only in registered  form without coupons in
the denominations  specified in the Second Supplemental  Indenture  establishing
the terms of the  Debentures,  all as more fully provided in the  Indenture.  As
provided in the Indenture,  and subject to certain  limitations set forth in the
Indenture and in this  Debenture,  the  Debentures are  exchangeable  for a like
aggregate  Original  Principal  Amount of Debentures of this series in different
authorized denominations, as requested by the Holders surrendering the same.

         No service charge shall be made for any such  registration  of transfer
or exchange,  but the Company may require  payment of a sum  sufficient to cover
any tax or other governmental charge payable in connection therewith, other than
in certain cases provided in the Indenture.
<PAGE>


         Prior  to  due  presentment  of  this  Debenture  for  registration  of
transfer,  the Company,  the Trustee and any agent of the Company or the Trustee
may treat the Person in whose name this  Debenture  is  registered  as the owner
hereof for all purposes,  whether or not this Debenture be overdue,  and neither
the  Company,  the Trustee nor any such agent shall be affected by notice to the
contrary.

         This  Debenture  shall be governed by and construed in accordance  with
the laws of the State of New York.

         All terms used in this  Debenture  which are  defined  in the  Original
Indenture or the Second Supplemental  Indenture shall have the meanings assigned
to them in the  Original  Indenture  or the Second  Supplemental  Indenture,  as
applicable.

         Unless the certificate of authentication hereon has been executed by or
on behalf of the Trustee under the  Indenture by the manual  signature of one of
its authorized signatories, this Debenture shall not be entitled to any benefits
under the Indenture or be valid or obligatory for any purpose.



<PAGE>




                             CERTIFICATE OF TRANSFER

         To transfer or assign this Debenture, fill in the form below:

I or we transfer and assign this Debenture to


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                       (Insert assignee's tax I.D. number)


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              (Print or Type assignee's name, address and zip code)

and irrevocably appoint ________________ agent to transfer this Debenture on the
books of the Company.  The agent may substitute another to act for him.


Date:                                        Your signature:
     ------------------------                               --------------------

<PAGE>



                                   SCHEDULE A

                              SCHEDULE OF EXCHANGES

The following  exchanges of Debentures  represented  by this Debenture have been
made:

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Original Principal                               Change in Original
Amount of this                                   Principal Amount of
Debenture as of March     Date exchange          this Debenture due to
14, 2000                  Made                   Exchange
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Original Principal
Amount of this
Debenture following
such exchange          Notation made by
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<PAGE>

                               NOTICE OF EXCHANGE
                                                                         ANNEX A

The Bank of New York
101 Barclay Street
New York, NY 10286


                  Re:      Premium PHONES - 3% Exchangeable Subordinated
                           Debentures due 2030 (the "Debentures")
                           -----------------------------------------------------

Gentlemen:


         The  undersigned  Holder  of  Debentures  hereby  gives  notice  of its
intention to exchange  $______________  aggregate  Original  Principal Amount of
Debentures. This notice, once delivered to the Exchange Agent, is irrevocable.

         If Reference Shares or any other securities are to be delivered as part
of this exchange, they should be delivered to:




         If cash is to be paid as part of this exchange, it should be sent to:



         Any communication to the Holder in connection with this exchange should
be directed to:


                                      [Holder's address]





                                           Very truly yours,

                                           [Name of Holder]


                                            By:
                                               ------------------------------
                                               Name:
                                               Title:


Date of Notice of Exchange:

                                      B-1