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                                                                     Exhibit 4.2

THIS SECURITY IS A GLOBAL SECURITY WITHIN THE MEANING OF THE INDENTURE
HEREINAFTER REFERRED TO AND IS REGISTERED IN THE NAME OF A DEPOSITARY (AS
DEFINED IN THE INDENTURE) OR A NOMINEE THEREOF. THIS GLOBAL SECURITY IS
EXCHANGEABLE FOR SECURITIES REGISTERED IN THE NAME OF A PERSON OTHER THAN THE
DEPOSITARY OR ITS NOMINEE ONLY IN THE LIMITED CIRCUMSTANCES DESCRIBED IN THE
INDENTURE AND, UNLESS AND UNTIL IT IS EXCHANGED IN WHOLE OR IN PART FOR
SECURITIES IN DEFINITIVE FORM, 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 THE COMPANY (AS
DEFINED BELOW) OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT,
AND ANY SECURITY ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER
NAME AS 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.

REGISTERED                                                   PRINCIPAL AMOUNT
No. R-1                                                      $500,000,000
CUSIP No. 224044 BH9

                            COX COMMUNICATIONS, INC.

                              5 1/2% Notes due 2015

                  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 principal sum of Five Hundred Million Dollars
($500,000,000) on October 1, 2015 (the "Maturity Date"), unless previously
redeemed, and to pay interest thereon from September 22, 2003 or from the most
recent interest payment date to which interest has been paid or duly provided
for, payable semiannually on April 1 and October 1 in each year (each, an
"Interest Payment Date"), commencing April 1, 2004, at the rate of 5.500% per
annum, until the principal hereof is paid or duly made availably for payment.
Interest shall be computed on the basis of a 360-day year of twelve 30-day
months. The interest so payable and punctually paid or duly provided for on any
Interest Payment date will, as provided in the Indenture, be paid to the Person
in whose name this Note (or one or more predecessor securities) is registered at
the close

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of business on the regular record date for such interest, which shall be March
15 or September 15 (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 punctually paid or duly 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 Note (or one or more predecessor
securities) is registered at the close of business on a subsequent special
record date (which shall be not more than 15 days and not less than 10 days
before the payment date) for the payment of such defaulted interest to be fixed
by the Trustee, notice whereof shall be given to the Holders of Notes of this
series 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 Notes may be listed, and upon such notice
as may be required by such exchange, all as more fully provided in such
Indenture. If any Interest Payment Date or the Maturity Date falls on a day that
is not a Business Day, the required payment shall be made on the next Business
Day as if it were made on the date such payment was due and no interest shall
accrue on the amount so payable for the period from and after such Interest
Payment Date or the Maturity Date, as the case may be, to such next Business
Day. Payments of principal, premium, if any, and interest hereunder shall be
made in such coin or currency of the United States of America as at the time of
payment shall be legal tender for the payment of public and private debts and
shall be made immediately available to the Holder (as defined below) hereof.

                  This Note is one of the duly authorized series of Securities
of the Company, designated as the Company's "5 1/2% Notes due 2015" (the
"Notes"), initially limited to an aggregate principal amount of $500,000,000,
all issued or to be issued under and pursuant to an Indenture dated as of June
27, 1995, as amended, modified or supplemented from time to time (as so amended,
modified or supplemented, the "Indenture"), duly executed and delivered by the
Company to The Bank of New York, as trustee (hereinafter referred to as the
"Trustee"), to which Indenture and all indentures supplemental thereto reference
is hereby made for a description of the rights, limitation of rights,
obligations, duties and immunities thereunder of the Trustee, the Company and
the Holders (the words "Holders" or "Holder" meaning the registered holders or
registered holder of the Notes).

                  This Note will be redeemable at the option of the Company, in
whole at any time or in part from time to time, at a redemption price equal to
the greater of (i) 100% of the principal amount of this Note to be redeemed and
(ii) the sum, as determined by the Quotation Agent (as defined below), of the
present values of the principal amount of this Note to be redeemed and the
remaining scheduled payments of interest on the principal amount of this Note to
be redeemed (exclusive of interest accrued to the date of redemption) from the
redemption date to May 15, 2013 (the "Remaining Life"), in each case discounted
from their respective scheduled payment dates to the redemption date on a
semiannual basis (assuming a 360-day year consisting of twelve 30-day months) at
the Treasury Rate (as defined below) plus 25 basis points, plus in either case,
accrued interest thereon to the date of redemption.

                  "Comparable Treasury Issue" means, with respect to the Notes
subject to redemption, the United States Treasury security selected by the
Quotation Agent as having an actual or interpolated maturity comparable to the
Remaining Life that would be utilized, at the

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time of selection and in accordance with customary financial practice, in
pricing new issues of corporate debt securities of comparable maturity with the
Remaining Life.

                  "Comparable Treasury Price" means, with respect to any
redemption date, the average of five Reference Treasury Dealer Quotations for
such redemption date, after excluding the highest and lowest of such Reference
Treasury Dealer Quotations, or, if the Trustee obtains fewer than four such
Reference Treasury Dealer Quotations, the average of all such quotations.

                  "Quotation Agent" means the Reference Treasury Dealer
appointed by the Company.

                  "Reference Treasury Dealer" means, with respect to the Notes
subject to redemption, Banc of America Securities LLC, Citigroup Global Markets
Inc. and J.P. Morgan Securities Inc., their respective successors, and three
other primary United States Government securities dealers in The City of New
York (each, a "Primary Treasury Dealer") selected by the Company. If Banc of
America Securities LLC, Citigroup Global Markets Inc. or J.P. Morgan Securities
Inc. shall cease to be a Primary Treasury Dealer, the Company will substitute
another Primary Treasury Dealer.

                  "Reference Treasury Dealer Quotations" means, with respect to
each Reference Treasury Dealer and any redemption date, the average, as
determined by the Trustee, of the bid and asked prices for the Comparable
Treasury Issue, expressed in each case as a percentage of its principal amount,
quoted in writing to the Trustee by such Reference Treasury Dealer at 3:30 p.m.,
New York City time, on the third Business Day preceding such redemption date.

                  "Treasury Rate" means, with respect to any redemption date
applicable to the Notes, the rate per annum equal to the semiannual yield to
maturity or interpolated (on a day-count basis) of the Comparable Treasury
Issue, calculated on the third Business Day preceding such redemption date using
a price for the Comparable Treasury Issue (expressed as a percentage of its
principal amount) equal to the Comparable Treasury Price for such redemption
date.

                  Notice of any redemption will be mailed at least 30 days but
not more than 60 days before the redemption date to the Holder hereof at its
registered address. Unless the Company defaults in payment of the redemption
price, on and after the redemption date interest will cease to accrue on the
principal amount of this Note called for redemption.

                  If money sufficient to pay the redemption price with respect
to and accrued interest on the principal amount of this Note to be redeemed on
the redemption date is deposited with the Trustee or Paying Agent on or before
the redemption date and certain other conditions are satisfied, then on or after
such date, interest will cease to accrue on the principal amount of this Note
called for redemption.

                  Except as provided above, this Note is not redeemable by the
Company prior to maturity and is not subject to any sinking fund.

                  In case an Event of Default shall occur and be continuing, the
principal hereof may be declared, and upon such declaration shall become, due
and payable, in the manner, with the effect and subject to the conditions
provided in the Indenture.

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                  Subject to certain exceptions set forth in the Indenture, (i)
the Indenture may be amended with respect to the Notes with the consent of the
Holders of at least a majority in principal amount outstanding of the Notes and
(ii) any default or noncompliance with any provisions applicable to the Notes
may be waived with the consent of the Holders of a majority in principal amount
outstanding of the Notes. Subject to certain exceptions set forth in the
Indenture, without the consent of any Holder, the Company and the Trustee may
amend the Indenture or the Notes to cure any ambiguity, defect or inconsistency,
or to provide for the assumption by a successor corporation of the obligations
of the Company under the Indenture, or to provide for uncertificated Notes in
addition to or in place of certificated Notes, or to add additional covenants or
surrender any right or power conferred on the Company, or to establish the form
or terms of the Notes of any series, or to appoint a successor Trustee or
provide for administration of the trust by more than one Trustee, or to add to,
delete from or revise the conditions, limitations, and restrictions on the
authorized amount, terms or purposes of issue, authentication and delivery of
the Notes or to add any additional event of default, or to modify the provisions
of the Indenture as shall be necessary to facilitate the defeasance and
discharge of the Notes as shall not adversely affect any Holders, or to secure
the Notes, or to make provisions respect to conversion or exchange rights of
Holders, or to make any change that does not adversely affect the rights of any
Holder.

                  Subject to certain conditions, the Company at any time may
terminate some or all of its obligations under the Notes and the Indenture if
the Company deposits with the Trustee money or Government Obligations for the
payment of principal, premium, if any, and interest on the Notes to the Maturity
Date.

                  If money for the payment of principal or interest remains
unclaimed for two years, the Trustee or Paying Agent shall pay the money back to
the Company at its request unless an abandoned property law designates another
Person. After any such payment, Holders entitled to the money must look only to
the Company and not to the Trustee for payment.

                  No reference herein to the Indenture and no provision of this
Note or of the Indenture shall alter or impair the obligation of the Company,
which is absolute and unconditional, to pay the principal of and premium, if
any, and interest on this Note at the place, at the respective times, at the
rate, and in the coin or currency herein prescribed.

                  No director, officer, employee or stockholder, as such, of the
Company shall have any liability for any obligations of the Company under this
Note or the Indenture or for any claim based on, in respect of or by reason of
such obligations or their creation. Each Holder, by accepting this Note, waives
and releases all such liability. The waiver and release are part of the
consideration for the issue of this Note.

                  This Note and the Indenture shall be governed by and construed
in accordance with the law of the State of New York applicable to agreements
made or instruments entered into and, in each case, performed in said state.

                  Ownership of this Note shall be proved by the register for the
Notes kept by the Registrar. The Company, the Trustee and any agent of the
Company may treat the person in whose name a Note is registered as the absolute
owner thereof for all purposes.

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                  Pursuant to a recommendation promulgated by the Committee on
Uniform Note Identification Procedures, the Company has caused a CUSIP number to
be printed on this Note and has directed the Trustee to use the CUSIP number as
a convenience to Holders. No representation is made as to the correctness of
such numbers and reliance may be placed only on the other identification numbers
printed on this Note.

                  Terms used herein without definition that are defined in the
Indenture shall have the meanings assigned to them in the Indenture.

                  Unless the Certificate of Authentication hereon has been
executed by the Trustee under the Indenture referred to herein by the manual
signature of one of its authorized officers, or on behalf of the Trustee by the
manual signature of an authorized officer of the Trustee's authenticating agent,
this Note shall not be entitled to any benefit under the Indenture or be valid
or obligatory for any purpose.

                  [Remainder of Page Intentionally Left Blank]

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                  IN WITNESS WHEREOF, the Company has caused this instrument to
be duly executed, manually or by facsimile.

                  Date:

                                      COX COMMUNICATIONS, INC.

                                      By: ______________________________________
                                      Name:
                                      Title:

                                      By: ______________________________________
                                      Name:
                                      Title:

                          CERTIFICATE OF AUTHENTICATION

                  This is one of the Notes designated therein referred to in the
within-mentioned Indenture.

THE BANK OF NEW YORK,
  as Trustee,

By: ______________________________
         Authorized Signatory

Dated:

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                                 ASSIGNMENT FORM

FOR VALUE RECEIVED, the undersigned hereby sell(s) assign(s) and transfer(s)
unto

________________________________________________________________________________

Please insert social security number or other identifying number of assignee:

_____________________________

Please print or type name and address (including zip code) of assignee:

_____________________________
_____________________________
_____________________________
_____________________________

the within Note and all rights thereunder, hereby irrevocably constituting and
appointing ________________ attorney to transfer said Note of Cox
Communications, Inc. on the books of Cox Communications, Inc. with full power of
substitution in the premises.

__________________________________________
Dated:____________________________________

         NOTICE: The signature to this assignment must correspond with the name
as written upon the face of this Note in every particular without alteration or
enlargement or any change whatsoever. The Signature must be guaranteed by an
"eligible guarantor institution meeting the requirements of the Registrar, which
requirements include memberships or participation in the Security Transfer Agent
Medallion Program ("STAMP") or such other "signature guarantee program" as may
be determined by the Registrar in addition to, or in substitution for, STAMP,
all in accordance with the Securities Exchange Act of 1934.

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