<PAGE>
                                  UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                                    FORM 10-Q

(MARK ONE)
 [X]     QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(D)
         OF THE SECURITIES EXCHANGE ACT OF 1934
         FOR THE QUARTERLY PERIOD ENDED SEPTEMBER 30, 2001
                                       OR
 [ ]     TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(D)
         OF THE SECURITIES EXCHANGE ACT OF 1934
         FOR THE TRANSITION PERIOD FROM            TO
                                        ----------    ----------

                          COMMISSION FILE NUMBER 1-6590
                                  [COX LOGO]
                                 COMMUNICATIONS
                            COX COMMUNICATIONS, INC.
             (Exact name of registrant as specified in its charter)

<TABLE>
<S>                                                                   <C>
                  DELAWARE                                                         58-2112281
(STATE OR OTHER JURISDICTION OF INCORPORATION OR ORGANIZATION)        (I.R.S. EMPLOYER IDENTIFICATION NO.)
</TABLE>

   1400 LAKE HEARN DRIVE, ATLANTA, GEORGIA                   30319
  (ADDRESS OF PRINCIPAL EXECUTIVE OFFICES)                 (ZIP CODE)

       Registrant's telephone number, including area code: (404) 843-5000

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

         Indicate by check mark whether the registrant (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act of
1934 during the preceding 12 months (or for such shorter period that the
registrant was required to file such reports), and (2) has been subject to such
filing requirements for the past 90 days. Yes [X]  No [ ]

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

         There were 572,967,647 shares of Class A Common Stock and 27,597,792
shares of Class C Common Stock outstanding as of October 31, 2001.


<PAGE>



                            COX COMMUNICATIONS, INC.
                                    FORM 10-Q
                    FOR THE QUARTER ENDED SEPTEMBER 30, 2001

                                TABLE OF CONTENTS

<TABLE>
<CAPTION>
                                                                                                                     PAGE
                                                                                                                     ----
<S>                                                                                                                  <C>
                                        PART I - FINANCIAL INFORMATION

ITEM 1.   CONSOLIDATED FINANCIAL STATEMENTS .....................................................................       2

ITEM 2.   MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
             AND RESULTS OF OPERATIONS...........................................................................      19

ITEM 3.   QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK ............................................      24


                                         PART II - OTHER INFORMATION

ITEM 1.   LEGAL PROCEEDINGS......................................................................................      25

ITEM 6.   EXHIBITS AND REPORTS ON FORM 8-K.......................................................................      25

SIGNATURES.......................................................................................................      26
</TABLE>



<PAGE>
                         PART I - FINANCIAL INFORMATION

ITEM 1.     CONSOLIDATED FINANCIAL STATEMENTS

                            COX COMMUNICATIONS, INC.
                           CONSOLIDATED BALANCE SHEETS
<TABLE>
<CAPTION>

                                                                                     SEPTEMBER 30       DECEMBER 31
                                                                                         2001               2000
                                                                                     ------------       ------------
                                                                                               (UNAUDITED)
                                                                                          (THOUSANDS OF DOLLARS)
<S>                                                                                  <C>                <C>
ASSETS
Cash ..........................................................................      $     92,592       $     78,442
Accounts and notes receivable, less allowance for doubtful
  accounts of $31,611 and $25,636 .............................................           387,711            358,348
Net plant and equipment .......................................................         6,823,919          5,916,425
Investments ...................................................................         3,998,321          3,896,412
Intangible assets .............................................................        13,614,445         13,951,246
Amounts due from Cox Enterprises, Inc. (CEI) ..................................                --              5,808
Other assets ..................................................................           345,268            514,143
                                                                                     ------------       ------------
     Total assets .............................................................      $ 25,262,256       $ 24,720,824
                                                                                     ============       ============

LIABILITIES AND SHAREHOLDERS' EQUITY
Accounts payable and accrued expenses .........................................      $    641,128       $    714,191
Deferred income taxes .........................................................         4,550,330          4,592,655
Other liabilities .............................................................           921,933            372,085
Debt ..........................................................................         7,846,591          8,543,762
Amounts due to CEI ............................................................            32,871                 --
                                                                                     ------------       ------------
     Total liabilities ........................................................        13,992,853         14,222,693
                                                                                     ------------       ------------
Commitments and contingencies (Note 9)

Minority interest in equity of consolidated subsidiaries ......................           131,901            126,447
Cox-obligated capital and preferred securities of subsidiary trusts ...........         1,155,927          1,155,411

Shareholders' equity
  Series A convertible preferred stock - liquidation preference of
     $22.1375 per share, $1 par value; 10,000,000 shares authorized; shares
     issued and outstanding: 4,836,372 ........................................             4,836              4,836
  Class A common stock, $1 par value; 671,000,000 shares
     authorized; shares issued: 578,350,765 and 577,725,528; shares
     outstanding: 572,852,365 and 572,227,128 .................................           578,351            577,726
  Class C common stock, $1 par value; 62,000,000 shares
     authorized; shares issued and outstanding: 27,597,792 ....................            27,598             27,598
  Additional paid-in capital ..................................................         3,888,775          3,872,726
  Retained earnings ...........................................................         5,017,698          4,157,460
  Accumulated other comprehensive income ......................................           676,206            787,816
  Class A common stock in treasury, at cost: 5,498,400 shares .................          (211,889)          (211,889)
                                                                                     ------------       ------------
     Total shareholders' equity ...............................................         9,981,575          9,216,273
                                                                                     ------------       ------------
     Total liabilities and shareholders' equity ...............................      $ 25,262,256       $ 24,720,824
                                                                                     ============       ============
</TABLE>


                 See notes to consolidated financial statements.


                                       2
<PAGE>
                            COX COMMUNICATIONS, INC.
                     CONSOLIDATED STATEMENTS OF OPERATIONS

<TABLE>
<CAPTION>
                                                                         THREE MONTHS                        NINE MONTHS
                                                                       ENDED SEPTEMBER 30                  ENDED SEPTEMBER 30
                                                                -------------------------------     -------------------------------
                                                                    2001              2000              2001              2000
                                                                -------------     -------------     -------------     -------------
                                                                                              (UNAUDITED)
                                                                            (THOUSANDS OF DOLLARS, EXCLUDING SHARE DATA)


<S>                                                             <C>               <C>               <C>               <C>
REVENUES ...................................................    $   1,031,970     $     902,212     $   2,981,712     $   2,561,035
COSTS AND EXPENSES
   Programming costs .......................................          242,296           216,810           721,713           630,026
   Selling, general and administrative .....................          393,415           331,302         1,123,494           940,137
   Depreciation ............................................          281,724           227,358           811,365           617,588
   Amortization ............................................           86,905            91,977           265,251           263,395
                                                                -------------     -------------     -------------     -------------
OPERATING INCOME ...........................................           27,630            34,765            59,889           109,889
Interest expense ...........................................         (136,347)         (136,167)         (433,358)         (400,872)
Income related to indexed debentures .......................               --           249,886                --                --
Loss on derivative instruments, net ........................          (90,312)               --          (347,890)               --
Equity in net losses of affiliated companies ...............             (528)             (650)          (12,245)           (6,538)
Gain on investments, net ...................................          470,084         1,246,434         1,079,813         3,189,998
Dividend income ............................................              415               415             1,245            12,318
Other, net .................................................           (2,109)           (4,701)           (4,867)           (5,152)
                                                                -------------     -------------     -------------     -------------
INCOME BEFORE INCOME TAXES, MINORITY
     INTEREST AND CUMULATIVE EFFECT OF CHANGE
     IN ACCOUNTING PRINCIPLE ...............................          268,833         1,389,982           342,587         2,899,643
Income tax expense .........................................          111,849           534,796           154,325           847,903
                                                                -------------     -------------     -------------     -------------
INCOME BEFORE MINORITY INTEREST AND
     CUMULATIVE EFFECT OF CHANGE IN ACCOUNTING
     PRINCIPLE .............................................          156,984           855,186           188,262         2,051,740
Minority interest, net of tax ..............................          (14,021)          (17,040)          (45,114)          (54,849)
                                                                -------------     -------------     -------------     -------------
INCOME BEFORE CUMULATIVE EFFECT OF
   CHANGE IN ACCOUNTING PRINCIPLE ..........................          142,963           838,146           143,148         1,996,891
Cumulative effect of change in accounting
  principle, net of tax ....................................               --                --           717,090                --
                                                                -------------     -------------     -------------     -------------
NET INCOME .................................................    $     142,963     $     838,146     $     860,238     $   1,996,891
                                                                =============     =============     =============     =============


SHARE DATA
Basic net income per share
   Income before cumulative effect of change
      in accounting principle ..............................    $        0.24     $        1.39     $        0.24     $        3.31
   Cumulative effect of change in accounting principle .....               --                --              1.19                --
                                                                -------------     -------------     -------------     -------------
Basic net income per share .................................    $        0.24     $        1.39     $        1.43     $        3.31
                                                                =============     =============     =============     =============

Basic weighted-average shares outstanding ..................      600,438,748       600,997,165       600,295,473       602,782,252

Diluted net income per share
   Income before cumulative effect of change
      in accounting principle ..............................    $        0.23     $        1.37     $        0.24     $        3.25
   Cumulative effect of change in accounting principle .....               --                --              1.18                --
                                                                -------------     -------------     -------------     -------------
Diluted net income per share ...............................    $        0.23     $        1.37     $        1.41     $        3.25
                                                                =============     =============     =============     =============

Diluted weighted-average shares outstanding ................      608,531,263       610,538,345       609,042,181       615,295,885

</TABLE>
                See notes to consolidated financial statements.


                                       3
<PAGE>
                           COX COMMUNICATIONS, INC.
                CONSOLIDATED STATEMENT OF SHAREHOLDERS' EQUITY


<TABLE>
<CAPTION>


                                                                                                        ACCUMULATED       CLASS A
                                                                                                           OTHER           COMMON
                                         SERIES A       COMMON STOCK        ADDITIONAL                 COMPREHENSIVE      STOCK IN
                                         PREFERRED   -------------------      PAID-IN     RETAINED         INCOME         TREASURY,
                                           STOCK      CLASS A    CLASS C      CAPITAL     EARNINGS         (LOSS)          AT COST
                                         ---------   ---------   -------    ----------   ----------    -------------    -----------
                                                                                    (UNAUDITED)
                                                                          (THOUSANDS OF DOLLARS)
<S>                                      <C>         <C>         <C>        <C>           <C>          <C>              <C>
DECEMBER 31, 2000 .....................  $  4,836    $ 577,726   $27,598    $3,872,726    $4,157,460    $ 787,816        $(211,889)
Net income ............................                                                      860,238
Issuance of stock related to
  stock compensation plans (including
  tax benefit on stock options
  exercised) ..........................                    625                  16,049
Change in net accumulated unrealized
  gain on securities ..................
Cumulative effect of change in
   accounting principle ...............
Other comprehensive loss ..............                                                                  (111,610)
Comprehensive income ..................
                                         --------    ---------   -------    ----------    ----------    ---------        ---------
SEPTEMBER 30, 2001 ....................  $  4,836    $ 578,351   $27,598    $3,888,775    $5,017,698    $ 676,206        $(211,889)
                                         ========    =========   =======    ==========    ==========    =========        =========

<CAPTION>

                    COMPREHENSIVE
  TOTAL                 INCOME
----------           -------------
<S>                 <C>
$9,216,273
   860,238

                     $ 860,238
    16,674



                        82,350

  (111,610)          $(193,960)
                     ---------
                      (111,610)
----------           ---------
$9,981,575           $ 748,628
==========           =========

</TABLE>


               See notes to consolidated financial statements.


                                       4
<PAGE>
                            COX COMMUNICATIONS, INC.
                      CONSOLIDATED STATEMENTS OF CASH FLOWS

<TABLE>
<CAPTION>
                                                                              NINE MONTHS
                                                                           ENDED SEPTEMBER 30
                                                                      ----------------------------
                                                                          2001            2000
                                                                      -----------     ------------
                                                                               (UNAUDITED)
                                                                          (THOUSANDS OF DOLLARS)
<S>                                                                   <C>             <C>
CASH FLOWS FROM OPERATING ACTIVITIES
Net income ......................................................     $   860,238     $  1,996,891
Adjustments to reconcile net income to net cash provided by
  operating activities, net of effects of acquisitions:
  Depreciation and amortization .................................       1,076,616          880,983
  Loss on derivative instruments, net ...........................         347,890               --
  Equity in net losses of affiliated companies ..................          12,245            6,538
  Gain on investments, net ......................................      (1,079,813)      (3,189,998)
  Deferred income taxes .........................................        (421,736)         379,535
  Minority interest, net of dividends paid ......................          45,114           49,899
  Cumulative effect of change in accounting principle, net of tax        (717,090)              --
(Increase) decrease in accounts and notes receivable ............             587         (103,266)
(Increase) decrease in prepaid expenses .........................         (31,088)           4,581
Increase (decrease) in accounts payable and accrued expenses ....         (53,379)          99,008
Increase (decrease) in taxes payable ............................         855,824         (140,444)
Other, net ......................................................          11,351           45,632
                                                                      -----------     ------------
       Net cash provided by operating activities ................         906,759           29,359
                                                                      -----------     ------------

CASH FLOWS FROM INVESTING ACTIVITIES
Capital expenditures ............................................      (1,600,531)      (1,506,031)
Investments in affiliated companies .............................         (24,341)         (61,910)
Proceeds from the sale and exchange of investments ..............       1,135,410        2,702,733
Payments for purchases of cable systems .........................          (1,495)      (2,767,445)
Decrease in amounts due from CEI, net ...........................           5,808               --
Other, net ......................................................          14,789           (2,867)
                                                                      -----------     ------------
       Net cash used in investing activities ....................        (470,360)      (1,635,520)
                                                                      -----------     ------------

CASH FLOWS FROM FINANCING ACTIVITIES
Commercial paper borrowings (repayments), net ...................      (1,485,807)       1,197,265
Proceeds from issuance of debt, net of issuance costs ...........       1,406,979        1,540,930
Repayment of debt ...............................................        (342,197)      (1,490,946)
Proceeds from exercise of stock options .........................           8,954           18,737
Increase in amounts due to CEI, net .............................          32,871          641,921
Increase (decrease) in book overdrafts ..........................          (8,250)          15,871
Repurchase of Class A common stock ..............................              --         (211,889)
Distributions paid on capital and preferred securities of
     subsidiary trusts ..........................................         (58,769)         (61,428)
Other, net ......................................................          23,970            6,375
                                                                      -----------     ------------
       Net cash provided by (used in) financing activities ......        (422,249)       1,656,836
                                                                      -----------     ------------

Net increase in cash ............................................          14,150           50,675
Cash at beginning of period .....................................          78,442           33,313
                                                                      -----------     ------------
Cash at end of period ...........................................     $    92,592     $     83,988
                                                                      ===========     ============
</TABLE>

                 See notes to consolidated financial statements.


                                       5
<PAGE>
                            COX COMMUNICATIONS, INC.
             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)

                               SEPTEMBER 30, 2001

1.       BASIS OF PRESENTATION AND OTHER INFORMATION

         The accompanying unaudited consolidated financial statements of Cox
Communications, Inc. (Cox), a 65.5% majority-owned subsidiary of Cox
Enterprises, Inc. (CEI) as of October 31, 2001, have been prepared in accordance
with accounting principles generally accepted in the United States of America
(GAAP) for interim financial information and with the instructions to Form 10-Q
and Article 10 of Regulation S-X. Accordingly, they do not include all of the
information and footnote disclosures required by GAAP for complete financial
statements. In the opinion of management, the consolidated financial statements
reflect all adjustments considered necessary for a fair statement of the
consolidated results of operations and financial position for the interim
periods presented. All such adjustments are of a normal recurring nature. These
unaudited interim consolidated financial statements should be read in
conjunction with the audited consolidated financial statements and notes thereto
contained in Cox's Annual Report on Form 10-K for the year ended December 31,
2000.

         The preparation of financial statements in conformity with GAAP
requires management to make estimates and assumptions that affect the reported
amounts of assets and liabilities and disclosure of contingent assets and
liabilities at the date of the financial statements and the reported amounts of
revenues and expenses during the reporting period. Actual results could differ
from those estimates. The results of operations for the nine months ended
September 30, 2001 are not necessarily indicative of the results to be expected
for the year ending December 31, 2001 or any other interim period.

2.       SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

         Recently Issued Accounting Pronouncements

         In July 2001, the Financial Accounting Standards Board (FASB) issued
Statement of Financial Accounting Standards (SFAS) No. 141, Business
Combinations, which requires that the purchase method of accounting be used for
all business combinations initiated after June 30, 2001 and eliminates the
pooling-of-interests method.

         Also in July 2001, the FASB issued SFAS No. 142, Goodwill and Other
Intangible Assets, which requires that goodwill and certain intangible assets,
including those recorded in past business combinations, no longer be amortized
through the statement of operations, but instead be tested for impairment at
least annually. SFAS No. 142 will become effective for fiscal years beginning
after December 15, 2001. Upon adoption on January 1, 2002, Cox will stop
amortizing goodwill and other intangibles with indefinite useful lives. Cox has
tentatively concluded that its other intangible assets with indefinite useful
lives consist primarily of cable franchises. Based on the current levels of
goodwill and other intangibles with indefinite useful lives, Cox expects a
reduction of amortization expense and an increase in pre-tax income of
approximately $373.0 million for 2002.

         In July 2001, the FASB issued SFAS No. 143, Accounting for Asset
Retirement Obligations, which addresses financial accounting and reporting for
obligations associated with the retirement of tangible long-lived assets and the
associated asset retirement costs. SFAS No. 143 will become effective for fiscal
years beginning after June 15, 2002. Cox is currently assessing the impact of
SFAS No. 143 on its consolidated financial statements.

         In August 2001, the FASB issued SFAS No. 144, Accounting for the
Impairment or Disposal of Long-Lived Assets, which addresses financial
accounting and reporting for the impairment and disposition of long-lived
assets. SFAS No. 144, which supercedes SFAS No. 121, will become effective for
fiscal years


                                       6
<PAGE>
beginning after December 15, 2001. Cox is currently assessing the impact of
SFAS No. 144 on its consolidated financial statements.

         Reclassifications

         Certain amounts in the September 30, 2000 consolidated financial
statements have been reclassified for comparative purposes.

3.       INVESTMENTS

<TABLE>
<CAPTION>
                                                      SEPTEMBER 30    DECEMBER 31
                                                          2001            2000
                                                      ------------    -----------
                                                        (THOUSANDS OF DOLLARS)
<S>                                                    <C>             <C>
Equity method investments .......................      $    2,322      $   86,394
Investments stated at fair value:
     Available-for-sale .........................       3,339,017       3,784,799
     Trading securities .........................         512,655              --
     Derivative instruments .....................         102,585              --
Investments stated at cost ......................          41,742          25,219
                                                       ----------      ----------

Total Investments ...............................      $3,998,321      $3,896,412
                                                       ==========      ==========
</TABLE>

INVESTMENTS STATED AT FAIR VALUE

         The aggregate cost of Cox's investments stated at fair value at
September 30, 2001 and December 31, 2000 was $2,425.4 million and $2,499.0
million, respectively. Gross unrealized gains and losses on investments were
$1,186.1 million and $79.2 million, respectively, at September 30, 2001 and
$1,322.2 million and $36.4 million, respectively, at December 31, 2000.
Derivative instruments classified within investments are comprised of certain
warrants to purchase shares of publicly-traded and privately-held entities, as
further described in Note 5. "Derivative Instruments and Hedging Activities."

         Sprint PCS. At September 30, 2001, Cox's investment in Sprint PCS was
comprised of 100.5 million shares of Sprint PCS common stock - Series 2 and
warrants and convertible preferred stock which are exercisable for, or
convertible into, approximately 10.3 million shares of Sprint PCS common stock -
Series 2. The estimated fair value of Cox's investment in Sprint PCS was
$2,867.2 million and $2,330.3 million at September 30, 2001 and December 31,
2000, respectively.

         In January 2001, Cox entered into a series of prepaid forward contracts
to sell up to 19.5 million shares of its Sprint PCS common stock, as further
described in Note 4. "Debt." In contemplation of this transaction, Cox
recognized a $239.3 million pre-tax gain associated with a one-time
reclassification of the 19.5 million shares of Cox's investment in Sprint PCS
common stock from available-for-sale securities to trading securities upon
adoption of SFAS No. 133, Accounting for Derivative Instruments and Hedging
Activities, as further described in Note 5. "Derivative Instruments and Hedging
Activities." Cox recognized an aggregate pre-tax gain of $41.7 million and
$114.1 million on these trading securities as a result of the change in their
fair value during the three and nine months ended September 30, 2001,
respectively.

         In March and April 2001, Cox entered into a series of costless equity
collar arrangements to manage its exposure to market price fluctuations in
approximately 15.8 million shares of its Sprint PCS common stock with an
aggregate fair value of $350.1 million. For a further discussion regarding Cox's
accounting for the costless equity collars see Note 5. "Derivative Instruments
and Hedging Activities." Also in April 2001, Cox sold 3.0 million shares of its
Sprint PCS common stock for net proceeds of approximately $75.2 million and
recognized a pre-tax gain of $50.7 million. In September 2001, Cox sold 1.2
million shares of its Sprint PCS common stock for net proceeds of approximately
$31.5 million and recognized a pre-tax gain of $21.8 million.


                                       7
<PAGE>
         Excite@Home. At September 30, 2001, Cox's investment in Excite@Home was
comprised of 29.1 million shares of common stock and vested warrants to purchase
an additional 1.2 million shares of common stock. At December 31, 2000, Cox's
investment in Excite@Home was also comprised of a right to sell the 29.1 million
shares to AT&T Corp. (AT&T), as described below. The estimated fair value of
Cox's investment in Excite@Home, including the value ascribed to the right to
sell agreement, was approximately $4.5 million and $1.4 billion at September 30,
2001 and December 31, 2000, respectively.

         In August 2000, Cox consummated an agreement with Excite@Home pursuant
to which the ownership, voting control and management of Excite@Home were
restructured. As a result, Cox's veto rights and representation on the
Excite@Home board were terminated. In addition, Cox agreed to extend its
distribution of certain Excite@Home services through June 2006. Cox will receive
warrants to purchase two shares of Excite@Home Series A common stock for each
home its cable systems passed as of March 28, 2000, subject to adjustment under
certain circumstances. Cox also received the right, under certain circumstances,
to sell its shares in Excite@Home to AT&T, with a maximum amount payable to Cox
of approximately $1.4 billion in cash or shares of AT&T common stock, as elected
by Cox. In January 2001, Cox exercised its right to sell its shares in
Excite@Home to AT&T. However, Cox and AT&T agreed to restructure the transaction
to provide a more favorable tax structure for AT&T, and in May 2001, AT&T issued
75.0 million shares of AT&T common stock to Cox, Cox retained its Excite@Home
common stock and Cox's right to sell its Excite@Home shares to AT&T was
satisfied in full. AT&T also granted Cox certain registration rights with
respect to the AT&T shares it received in the transaction. Cox recognized a
$307.4 million pre-tax gain in the second quarter of 2001 associated with the
exercise and satisfaction of the right to sell agreement. For a further
discussion regarding Cox's accounting for the right to sell agreement see Note
5. "Derivative Instruments and Hedging Activities."

         In September 2001, Excite@Home filed for protection under Chapter 11
of the U.S. Bankruptcy Code. Subsequently, Cox and Excite@Home entered into an
amendment to Cox's distribution agreement under which Excite@Home agreed to
continue to provide high-speed Internet access services to existing and new
customers through November 30, 2001. Cox is currently assessing the impact of
the amended distribution agreement on its consolidated financial results. In
addition, while there can be no assurance that developments in this bankruptcy
proceeding will not adversely affect Cox's ability to provide high-speed
Internet access service, Cox believes that it will be able to continue to
provide such services through and following November 30, 2001.

         Also in May 2001, Cox completed the private placement of 25.0 million
shares of the AT&T common stock for net proceeds of $525.5 million, which
approximated the fair value of these shares. In addition, Cox tendered 15.0
million shares of AT&T common stock for approximately 17.6 million shares of
AT&T Wireless common stock in a registered exchange offer and recognized a
nominal pre-tax loss. In June 2001, Cox sold 2.9 million shares of AT&T Wireless
common stock in open-market transactions for net proceeds of approximately $47.8
million and recognized a pre-tax loss of approximately $4.4 million. In July
2001, Cox sold an additional 2.1 million shares of AT&T Wireless common stock
for net proceeds of approximately $35.3 million and recognized a pre-tax loss of
approximately $2.1 million. Also in July 2001, Cox received a stock dividend
from AT&T of approximately 11.3 million shares of AT&T Wireless common stock, as
a result of AT&T's spin-off of AT&T Wireless.

         Cox has accounted for its interests in AT&T and AT&T Wireless common
stock at fair value as available-for-sale securities. The estimated fair value
of Cox's interests in AT&T and AT&T Wireless were approximately $675.5 million
and $357.1 million, respectively, at September 30, 2001.

         In June 2001, Cox entered into a costless equity collar arrangement to
manage its exposure to market price fluctuations in 10.0 million shares of its
AT&T Wireless common stock. In June and July 2001, Cox entered into two costless
equity collar arrangements to manage its exposure to market price fluctuations
in


                                       8
<PAGE>
22.5 million shares of its AT&T common stock. For a further discussion regarding
Cox's accounting for the equity collars see Note 5. "Derivative Instruments and
Hedging Activities."

OTHER

         In March 2001, Cox exercised its right to put its equity interests in
Outdoor Life Network L.L.C., Speedvision Network, L.L.C. and Cable Network
Services, L.L.C. to Fox Sports, L.L.C. and Fox Sports CNS, L.L.C. pursuant to an
agreement entered into in 1998. In July 2001, Cox completed the sale of its
interests in Outdoor Life, Speedvision and Cable Network Services to Fox Sports
for an aggregate cash purchase price of $439.7 million and recognized a pre-tax
gain of $436.1 million.

         During the three and nine months ended September 30, 2001, Cox recorded
aggregate pre-tax losses of $1.6 million and $50.9 million, respectively, on
certain of its investments as a result of a decline in fair value that was
considered other than temporary. These losses are included in net gain on
investments in the Consolidated Statements of Operations. Cox will continue to
assess the recoverability of all of its investments on an ongoing basis.

         Cox has several other fair value, equity and cost method investments
which are not, individually or in the aggregate, significant in relation to the
Consolidated Balance Sheets at September 30, 2001 and December 31, 2000.

4.       DEBT

<TABLE>
<CAPTION>
                                                      SEPTEMBER 30      DECEMBER 31
                                                          2001             2000
                                                      ------------      ----------
                                                         (THOUSANDS OF DOLLARS)
<S>                                                    <C>             <C>
Revolving credit facilities .....................      $       --      $       --
Commercial paper ................................          43,493       1,524,772
Medium-term notes ...............................         424,161         424,065
Notes and debentures ............................       5,349,916       4,110,409
Exchangeable subordinated debentures ............       1,884,320       2,351,830
Capitalized lease obligations ...................         129,432         105,516
Other ...........................................          15,269          27,170
                                                       ----------      ----------

Total debt ......................................      $7,846,591      $8,543,762
                                                       ==========      ==========
</TABLE>

Revolving Credit Facilities

         In June 2001, Cox amended and restated its 364-day facility and amended
its five-year facility. The 364-day facility was amended and restated to, among
other things, extend the facility for another 364 days, which new term expires
on June 28, 2002. As of September 30, 2001, Cox had no borrowings outstanding
under either credit agreement.

Notes and Debentures

         In January 2001, Cox entered into a series of prepaid forward contracts
to sell up to 19.5 million shares of its Sprint PCS common stock - Series 2 with
an aggregate fair value as of the respective trade dates of $502.0 million for
proceeds of $389.4 million, which was net of an original issue discount of
$112.6 million. These contracts mature at various dates between 2004 and 2006
and, at Cox's election, can be settled in cash or shares of Sprint PCS common
stock. Cox has accounted for these contracts as zero-coupon debt instruments and
is accreting the $112.6 million original issue discount through the respective
contract maturity dates using the effective interest method. Embedded in each of
the contracts is an equity collar agreement, which will allow Cox to manage its
exposure to fluctuations in the fair value of the Sprint PCS common stock
through the contract maturity dates. The equity collar agreements embedded in
the

                                       9
<PAGE>
contracts are being accounted for as derivative instruments in accordance with
the requirements of SFAS No. 133 and the change in fair value of these
derivatives between measurement dates is recognized through earnings. See Note
5. "Derivative Instruments and Hedging Activities."

         In February 2001, Cox privately placed $685.0 million aggregate
principal amount at maturity of its convertible senior notes due 2021 for
proceeds of $466.6 million, net of an original issue discount of $208.9 million
and commissions. In March 2001, Cox privately placed an additional $85.8 million
aggregate principal amount at maturity of the convertible notes upon the partial
exercise of the initial purchasers' over-allotment option. Cox received
additional proceeds of $58.5 million, net of commissions, original issue
discount and cash interest accrued since February 2001. The convertible notes
are convertible at the option of the holders at any time prior to maturity, and
upon conversion, Cox may deliver, at its option, 11.8135 shares of Cox Class A
common stock per $1,000 principal amount at maturity or the cash equivalent
thereof. The convertible notes pay interest in cash on a semi-annual basis in
arrears at a rate of 0.348% per annum on the principal amount at maturity.
Accretion of the original issue discount plus the semi-annual cash interest
payments represents a yield to maturity of 2.25%. In April 2001, Cox filed a
registration statement on Form S-3 to register the resale of its convertible
senior notes due 2021 and the shares of Class A common stock issuable upon
conversion thereof. Also in April 2001, Cox filed a separate registration
statement on Form S-3 to register shares of its Class A common stock deliverable
by CEI upon exchange of the 2% exchangeable senior notes due 2021 issued by CEI.
Both registration statements were declared effective by the Securities and
Exchange Commission in July 2001.

         In March 2001, Cox issued a series of 6.75% senior notes due March 15,
2011 with an aggregate principal amount of $500.0 million, less offering costs
and underwriting commissions of $3.3 million. The 6.75% senior notes are
unsecured and rank equally with Cox's other senior unsecured indebtedness. In
addition, the 6.75% senior notes may be redeemed by Cox in whole or in part at
any time prior to maturity at 100% of the principal amount plus accrued and
unpaid interest and a make-whole premium, if any, and interest is payable on a
semi-annual basis beginning September 15, 2001.

         In July 2001, Cox and Cox Trust I, a wholly-owned Cox financing trust,
filed a Form S-3 registration statement with the Securities and Exchange
Commission under which Cox may issue various debt and equity instruments for a
maximum aggregate amount up to $2.0 billion. This registration statement
includes $1.5 billion of previously registered but unsold securities.

         In August 2001, Cox's 7.0% Notes due August 16, 2001 matured, and Cox
repaid the $300.0 million aggregate principal amount of such notes.

Exchangeable Subordinated Debentures

         Exchangeable subordinated debentures at September 30, 2001 are
comprised of $1.3 billion aggregate original principal amount of exchangeable
subordinated debentures, referred to as PRIZES, which were issued in November
1999 and are due November 2029; $275.0 million aggregate original principal
amount of exchangeable subordinated debentures, referred to as Premium PHONES,
which were issued in March 2000 and are due March 2030; and $1.8 billion
aggregate principal amount at maturity of exchangeable subordinated discount
debentures, referred to as Discount Debentures, which were issued in April 2000
and are due April 2020. The Discount Debentures were issued at an aggregate
original issue discount of $1.1 billion. The exchangeable subordinated
debentures are exchangeable by the holders for shares of Sprint PCS common stock
or cash based on the value of such shares. For a further discussion regarding
Cox's accounting for its exchangeable subordinated debentures, see Note 5.
"Derivative Instruments and Hedging Activities."

Interest Rate Swaps

         In May 2001, Cox entered into two interest rate swap agreements
expiring on August 15, 2006 with an aggregate notional principal amount of
$400.0 million to convert the 7.75% fixed rate on certain senior debt securities
due August 15, 2006 with an aggregate principal amount of $400.0 million to a
variable rate. In


                                       10
<PAGE>
August 2001, Cox terminated its interest rate swap agreement expiring on August
15, 2004 with a notional principal amount of $375.0 million that converted the
7.5% fixed rate on certain senior debt securities due August 15, 2004 with an
aggregate principal amount of $375.0 million to a variable rate and received
approximately $24.0 million in cash which represented the fair value of the
instrument. Cox contemporaneously entered into a new interest rate swap
agreement expiring on August 15, 2004 with a notional principal amount of $375.0
million to convert the 7.5% fixed rate on certain senior debt securities due
August 15, 2004 with an aggregate principal amount of $375.0 million to a
variable rate.

         The variable rates with respect to Cox's interest rate swaps are
adjusted quarterly based on London Interbank Offered Rates (LIBOR). The notional
amounts with respect to the interest rate swaps do not quantify risk, but are
used in the determination of cash settlements under the interest rate swap
agreements. Cox is exposed to a credit loss in the event of nonperformance by
the counterparties. However, Cox does not anticipate nonperformance by the
counterparties, and no material loss would be expected in the event of the
counterparties' nonperformance. For a further discussion regarding Cox's
accounting for interest rate swaps, see Note 5. "Derivative Instruments and
Hedging Activities."

5.       DERIVATIVE INSTRUMENTS AND HEDGING ACTIVITIES

         Cox is exposed to fluctuations in interest rates and equity market
prices associated with certain of its assets, liabilities, equity instruments
and forecasted transactions. Cox actively monitors these fluctuations and from
time to time uses derivative instruments to manage its exposure. In accordance
with its risk management strategy, Cox uses derivative instruments only for the
purpose of managing risk associated with fluctuations in the fair value of the
underlying exposures identified by management. Cox does not trade or use
derivative instruments with the objective of earning financial gains on interest
rates or equity market price fluctuations alone, nor does it use leveraged
instruments or instruments where there are no underlying exposures identified.
Cox's use of derivative instruments may result in short-term gains or losses and
may increase volatility in its earnings.

         On January 1, 2001, Cox adopted SFAS No. 133, as amended, which
requires all derivative instruments to be measured at fair value and recognized
on the balance sheet as either assets or liabilities. In addition, all
derivative instruments used in hedging relationships must be designated,
reassessed and documented pursuant to the provisions of SFAS No. 133. Upon
adoption of SFAS No. 133, Cox recognized a one-time after-tax transition
adjustment that increased earnings by approximately $717.1 million and reduced
accumulated other comprehensive income by approximately $194.0 million. These
amounts have been presented as a cumulative effect of change in accounting
principle, net of tax, in the accompanying Consolidated Statement of Operations
and Consolidated Statement of Shareholders' Equity, respectively, for the nine
months ended September 30, 2001.

         Under the provisions of SFAS No. 133, the accounting for changes in the
fair value of derivative instruments at each new measurement date is dependent
upon the intended use of such derivative instruments. Changes in the fair value
of derivative instruments not designated as hedges are immediately recognized in
earnings. The effective and ineffective portion of changes in the fair value of
derivative instruments designated as hedges of assets, liabilities or firm
commitments, referred to as fair value hedges, are typically recognized in
earnings as an offset to changes in the fair value of the related hedged assets,
liabilities or firm commitments. The effective portion of changes in the fair
value of derivative instruments designated as hedges of forecasted transactions,
referred to as cash flow hedges, are deferred and recorded as a component of
accumulated other comprehensive income until the hedged forecasted transactions
occur and are recognized in earnings. The ineffective portion of changes in the
fair value of derivative instruments designated as cash flow hedges are
immediately recognized in earnings. Cox determines the fair value of its
derivative instruments through option-pricing models using current market prices
and volatility assumptions.

                                       11
<PAGE>
         The following is a summary of Cox's derivative instruments as of
September 30, 2001 and the accounting policies it employs for each.

Interest Rate Swap Agreements

         Cox utilizes four interest rate swap agreements to manage its exposure
to fluctuations in interest rates associated with certain of its fixed-rate debt
obligations whereby these fixed-rate debt obligations are effectively converted
into floating-rate debt obligations. Under the provisions of SFAS No. 133, Cox
has designated and accounted for the interest rate swap agreements as fair value
hedges whereby the fair value of the related interest rate swap agreements are
classified as a component of other assets with the corresponding fixed-rate debt
obligations being classified as a component of debt in the Consolidated Balance
Sheet. Cox has assumed no ineffectiveness with regard to these interest rate
swap agreements as they qualify for the short-cut method of accounting for fair
value hedges of debt obligations, as prescribed by SFAS No. 133. The aggregate
fair value of Cox's interest rate swap agreements approximated a derivative
asset of $70.8 million at September 30, 2001.

         As discussed in Note 4. "Debt", in August 2001 Cox terminated one of
its four interest rate swap agreements (the Old Swap) and contemporaneously
entered into a new interest rate swap agreement (the New Swap). Under SFAS No.
133, Cox de-designated the Old Swap and designated the New Swap as a fair value
hedge against certain fixed-rate debt obligations. The New Swap qualifies for
the short-cut method of accounting. As a result of terminating the Old Swap, Cox
will amortize, as a yield adjustment, the difference between the par value and
carrying amount of the fixed-rate debt obligation over the remaining term of the
debt. The effect of this amortization is not material to Cox's consolidated
financial statements.

Right-to-Sell Agreement

         Cox received the right to sell its shares of Excite@Home common stock
to AT&T in conjunction with the restructuring of Excite@Home in August 2000, as
further described in Note 3. "Investments." Cox exercised this right in January
2001 for shares of AT&T common stock and completed this transaction, as
restructured, in May 2001 in satisfaction of Cox's right-to-sell agreement.
Prior to the adoption of SFAS No. 133, Cox accounted for the right-to-sell
agreement at fair value as an investment, classified as available-for-sale, and
recognized changes in the fair value as a component of accumulated other
comprehensive income. Upon adoption of SFAS No. 133, the right-to-sell agreement
met the definition of a freestanding derivative instrument and, as a result, on
January 1, 2001, Cox reclassified the unrealized gain on its right to sell
agreement of approximately $151.3 million, net of tax, from accumulated other
comprehensive income into earnings, classified as a component of the cumulative
effect of change in accounting principle in the Consolidated Statement of
Operations. Prior to the consummation of the transaction with AT&T, Cox
accounted for the right-to-sell agreement as a derivative instrument whereby it
was measured at fair value and classified as a component of investments in the
Consolidated Balance Sheet. In addition, Cox did not designate the right-to-sell
agreement as a hedge of its investment in shares of Excite@Home common stock.
Therefore, changes in the fair value of this derivative were recognized in
earnings and classified as a component of gain or loss on derivative instruments
in the Consolidated Statement of Operations. During the nine months ended
September 30, 2001, Cox recognized a net gain on derivative instruments as a
result of changes in the fair value of the right-to-sell agreement of
approximately $46.3 million.

Equity Collar Arrangements

         In March and April 2001, Cox entered into a series of costless equity
collar arrangements, expiring on various dates in October 2004, 2005 and 2006,
to manage its exposure to market price fluctuations in approximately 15.8
million shares of its Sprint PCS common stock. In June 2001, Cox entered into a
costless equity collar arrangement, expiring in June 2003, to manage its
exposure to market price fluctuations of 10.0 million shares of its AT&T
Wireless common stock. In June and July 2001, Cox


                                       12
<PAGE>
entered into two costless collar arrangements, expiring in June 2003 and July
2004, respectively, to manage its exposure to market price fluctuations of 22.5
million shares of its AT&T common stock. Cox has designated and accounted for
the costless equity collars as fair value hedges whereby the fair value of the
related costless equity collars is classified as a component of other assets in
the Consolidated Balance Sheet. In addition, Cox has elected to use an intrinsic
value model to measure effectiveness whereby time value will be excluded from
the measure of effectiveness on these fair value hedges. Accordingly, changes in
the intrinsic value of these derivatives and changes in the fair value of the
shares of common stock designated in the hedging relationship will be recorded
as a derivative gain or loss and investment gain or loss, respectively, in the
Consolidated Statement of Operations. In addition, the change in the time value
of the costless equity collars will also be recognized in earnings and
classified as gain or loss on derivative instruments in the Consolidated
Statement of Operations.

         The fair value of the costless equity collars approximated a derivative
obligation of $59.2 million at September 30, 2001. In addition, during the three
and nine months ended September 30, 2001, Cox recognized a net loss on
derivative instruments as a result of changes in the fair value of the costless
equity collars of approximately $16.1 million and $59.2 million, respectively.

Zero-Coupon Debt

         In January 2001, Cox entered into a series of prepaid forward contracts
to sell up to 19.5 million shares of its Sprint PCS common stock, as further
described in Note 4. "Debt." These prepaid forward contracts meet the definition
of a hybrid instrument, as prescribed by SFAS No. 133. Each hybrid instrument is
comprised of a zero-coupon debt instrument, as the host contract, and an equity
collar that meets the definition of an embedded derivative and derives its value
based on the trading price of Sprint PCS common stock. The embedded derivative
instruments are not clearly and closely related to the underlying zero-coupon
debt instruments since the economic characteristics and risks associated with
these derivatives are based on equity prices. Therefore, as prescribed by SFAS
No. 133, Cox has separated the embedded derivative instruments from the hybrid
instruments based on their relative fair values and has classified these
embedded derivatives as a component of debt.

         Cox has not designated the embedded derivative instruments as a hedge
of its investment in Sprint PCS common stock. Accordingly, changes in the fair
value of these embedded derivatives are recognized in earnings and classified as
a component of gain or loss on derivative instruments in the Consolidated
Statement of Operations. The aggregate fair value of the embedded derivative
instruments approximated a derivative asset of $14.3 million at September 30,
2001. Cox recognized a net loss on derivative instruments of approximately $11.0
million during the three months ended September 30, 2001 and a net gain on
derivative instruments of approximately $14.3 million for the nine months ended
September 30, 2001 as a result of the changes in the fair value of these
embedded derivatives. In addition, upon adoption of SFAS No. 133, Cox elected a
one-time transfer of 19.5 million shares of its Sprint PCS common stock from
available-for-sale to trading securities, as permitted by SFAS No. 133. As a
result of this transfer, Cox recognized a pre-tax gain of approximately $239.3
million, representing the accumulated unrealized gain on these shares,
previously recorded as a component of accumulated other comprehensive income.

Exchangeable Subordinated Debentures

         Cox has three series of exchangeable subordinated debentures
outstanding, the PRIZES, the Premium PHONES and the Discount Debentures. Prior
to the adoption of SFAS No. 133, the exchangeable subordinated debentures were
accounted for as indexed debt instruments pursuant to Emerging Issues Task Force
Issue No. 86-28, Accounting Implications of Indexed Debt Instruments, because
the payment obligation by Cox at maturity or upon redemption or exchange by the
holders was dependent on the fair value of Sprint PCS common stock. Accordingly,
the carrying value of these indexed debt instruments was adjusted to fair value
through earnings and classified as expense or income related to indexed
debentures in the Consolidated Statement of Operations as the fair value of the
Sprint PCS common stock increased or decreased such that Cox would be required
to pay an amount of contingent principal in excess of the original principal
amount. Cox recognized approximately $249.9 million of income related to the


                                       13
<PAGE>
exchangeable subordinated debentures during the three months ended September 30,
2000, and no income or expense on a net basis for the nine months ended
September 30, 2000.

         Upon adoption of SFAS No. 133, the exchangeable subordinated debentures
met the definition of a hybrid instrument. Each hybrid instrument is comprised
of a debt instrument, as the host contract, and an embedded derivative, which
derives its value based on the trading price of Sprint PCS common stock. The
embedded derivative instruments are not clearly and closely related to the
underlying debt instruments since the economic characteristics and risks
associated with these derivatives are based on equity prices. Therefore, as
prescribed by SFAS No. 133, Cox has separated the embedded derivative
instruments from the hybrid instruments based on their relative fair values and
has classified these embedded derivatives as a component of debt.

         In order to determine the SFAS No. 133 transition adjustment associated
with the exchangeable subordinated debentures, Cox first determined the initial
carrying amount of the embedded derivative instruments based on their relative
fair value as of the date that each series of exchangeable subordinated
debentures was issued. Cox then separated the fair value of the embedded
derivative instruments from the exchangeable subordinated debentures and the
resulting difference in the initial carrying amount of the exchangeable
subordinated debentures, after separation of the embedded derivatives, has been
accounted for as a discount on the underlying debt instruments, as prescribed by
SFAS No. 133. The carrying amount of the debt instruments as of January 1, 2001
was then determined based on their initial fair value and adjusted for any
subsequent activity, such as subsequent cash redemptions and amortization of the
debt discount arising from the separation of the embedded derivative
instruments. The carrying amount of the embedded derivative instruments as of
January 1, 2001 was determined based on their relative fair values as of that
date. The difference between the carrying amount of the exchangeable
subordinated debentures as of January 1, 2001, just prior to the adoption of
SFAS No. 133, and the sum of the adjusted carrying amount of the underlying debt
instruments and fair value of embedded derivative instruments as of January 1,
2001, resulted in a one-time after-tax increase in earnings of approximately
$522.0 million, which was classified as a component of the cumulative effect of
change in accounting principle in the Consolidated Statement of Operations.

         Cox has not designated these embedded derivative instruments as a hedge
of its investment in Sprint PCS common stock. Accordingly, changes in the fair
value of these embedded derivatives are recognized in earnings and classified as
a component of gain or loss on derivative instruments in the Consolidated
Statement of Operations. The aggregate fair value of the embedded derivative
instruments approximated a derivative obligation of $650.4 million at September
30, 2001, and the net loss on derivative instruments recognized by Cox as a
result of changes in the fair value of these embedded derivatives during the
three and nine months ended September 30, 2001 was approximately $61.8 million
and $346.5 million, respectively.

Stock Purchase Warrants

         Cox holds strategic investments in warrants to purchase equity
securities of certain publicly-traded and privately-held entities. Warrants that
can be exercised and settled by delivery of net cash or net shares such that Cox
would pay no cash upon exercise of the respective warrants are referred to as
net settleable warrants and meet the definition of a freestanding derivative
instrument, as prescribed by SFAS No. 133. Net settleable warrants are measured
at fair value and recognized as a component of investments in the Consolidated
Balance Sheet. The fair value of these net settleable warrants approximated a
derivative asset of $102.6 million at September 30, 2001.

         Cox has not designated its net settleable warrants as hedging
instruments. Accordingly, changes in the fair value of these warrants are
recognized in earnings and classified as a component of gain or loss on
derivative instruments in the Consolidated Statement of Operations. Cox
recognized a net derivative loss of approximately $1.4 million and $2.7 million
during the three and nine months ended September 30, 2001, respectively, as a
result of changes in the fair value of its net settleable warrants.

                                       14
<PAGE>
6.       EARNINGS PER SHARE

         The following table reconciles the numerator and the denominator of the
basic and diluted per share computations for income from continuing operations
for the three and nine months ended September 30, 2001 and 2000:

<TABLE>
<CAPTION>

                                                     THREE MONTHS ENDED SEPTEMBER 30, 2001
                                                 ----------------------------------------------
                                                    INCOME            SHARES         PER-SHARE
                                                  (NUMERATOR)      (DENOMINATOR)       AMOUNT
                                                 -------------     -------------     ----------
<S>                                              <C>               <C>               <C>
Income before cumulative effect of
  change in accounting principle ..........      $142,963,000
                                                 ------------
BASIC EARNINGS PER SHARE ...................      142,963,000       600,438,748      $   0.24
                                                                                     ========
EFFECT OF DILUTIVE SECURITIES
   Employee stock options ..................                --          643,869
   Employee stock purchase plan ............                --          554,985
   Convertible preferred stock .............                --        6,893,661
                                                 -------------      -----------

DILUTED EARNINGS PER SHARE .................      $142,963,000      608,531,263      $   0.23
                                                  ============      ===========      ========

<CAPTION>
                                                      NINE MONTHS ENDED SEPTEMBER 30, 2001
                                                 ----------------------------------------------
                                                    INCOME            SHARES         PER-SHARE
                                                  (NUMERATOR)      (DENOMINATOR)       AMOUNT
                                                 -------------     -------------     ----------
<S>                                              <C>               <C>               <C>
Income before cumulative effect of
change in accounting principle .............     $143,148,000
                                                 ------------
BASIC EARNINGS PER SHARE ...................      143,148,000       600,295,473      $   0.24
                                                                                     ========
EFFECT OF DILUTIVE SECURITIES
   Employee stock options ..................                --          879,673
   Employee stock purchase plan ............                --          557,355
   Convertible preferred stock .............                --        6,893,661
   Forward purchase contracts
     forming a part of the FELINE
     PRIDES ................................                --          416,019
                                                  ------------      -----------

DILUTED EARNINGS PER SHARE .................      $143,148,000      609,042,181      $   0.24
                                                  ============      ===========      ========
</TABLE>


                                       15
<PAGE>


<TABLE>
<CAPTION>

                                                    THREE MONTHS ENDED SEPTEMBER 30, 2000
                                                 ----------------------------------------------
                                                    INCOME            SHARES         PER-SHARE
                                                  (NUMERATOR)      (DENOMINATOR)       AMOUNT
                                                 -------------     -------------     ----------
<S>                                              <C>               <C>               <C>

Income before cumulative effect of
 change in accounting principle ............      $838,146,000
                                                  ------------
BASIC EARNINGS PER SHARE ...................       838,146,000      600,997,165      $     1.39
                                                                                     ===========
EFFECT OF DILUTIVE SECURITIES
   Employee stock options ..................                --        1,184,510
   Employee stock purchase plan ............                --           94,323
   Convertible preferred stock .............                --        6,571,344
   Put options under the stock
        repurchase program .................                             76,091
   Forward purchase contracts
        forming a part of the FELINE
        PRIDES .............................                --        1,614,912
                                                  ------------      -----------

DILUTED EARNINGS PER SHARE .................      $838,146,000      610,538,345      $     1.37
                                                  ============      ===========      ==========

<CAPTION>

                                                      NINE MONTHS ENDED SEPTEMBER 30, 2000
                                                 ----------------------------------------------
                                                    INCOME            SHARES         PER-SHARE
                                                  (NUMERATOR)      (DENOMINATOR)       AMOUNT
                                                 -------------     -------------     ----------
<S>                                              <C>               <C>               <C>

Income before cumulative effect of
 change in accounting principle ............     $1,996,891,000
                                                 --------------
BASIC EARNINGS PER SHARE ...................      1,996,891,000      602,782,252      $   3.31
                                                                                      ========
EFFECT OF DILUTIVE SECURITIES
   Employee stock options ..................                  --       1,821,410
   Employee stock purchase plan ............                  --         210,053
   Convertible preferred stock .............                  --       6,571,344
   Put options under the stock
        repurchase program .................                              76,091
   Forward purchase contracts
     forming a part of the FELINE
     PRIDES ................................                  --       3,780,197
   RHINOS ..................................                  --          54,538
                                                  --------------      ----------

DILUTED EARNINGS PER SHARE .................      $1,996,891,000     615,295,885      $   3.25
                                                  ==============     ===========      ========
</TABLE>

         Diluted earnings per share for the three and nine months ended
September 30, 2001 exclude the effect of 11.3 million and 10.9 million shares,
respectively, of Class A common stock that may be issued upon redemption of the
RHINOS and the effect of 8.1 million and 6.3 million shares, respectively, of
Class A common stock that may be issued upon conversion of the convertible
senior notes, because such effects would be antidilutive. Diluted earnings per
share for the three months ended September 30, 2001 also excludes the effect of
15.6 million shares of Class A common stock that may be issued upon redemption
of the FELINE PRIDES. Diluted earnings per share for the three months ended
September 30, 2000 excludes the effect of 11.6 million shares of Class A common
stock that may be issued upon redemption of the RHINOS because such effect would
be antidilutive.


                                       16
<PAGE>

7.   TRANSACTIONS WITH AFFILIATED COMPANIES

         Cash requirements are funded by internally generated funds, by various
external financing transactions and, as needed, through intercompany loans from
CEI. CEI performs day to day cash management services for Cox. Outstanding
amounts due to CEI bear interest at fifty basis points above CEI's current
commercial paper borrowing rate. This rate was 4.2% at September 30, 2001.

Included in the amounts due to CEI are the following transactions:


<TABLE>
<CAPTION>
                                                            (THOUSANDS OF DOLLARS)
                                                            ---------------------
<S>                                                         <C>
Intercompany due from CEI, December 31, 2000 ...............      $   5,808
Cash transferred to CEI ....................................         73,740
Net operating expense reimbursements .......................       (112,419)
                                                                  ---------

Intercompany due to CEI, September 30, 2001 ................      $ (32,871)
                                                                  =========
</TABLE>

8.       SUPPLEMENTAL FINANCIAL INFORMATION

Supplemental Disclosure of Non-cash Investing and Financing Activities

<TABLE>
<CAPTION>
                                                              NINE MONTHS ENDED
                                                                SEPTEMBER 30
                                                        ----------------------------
                                                           2001              2000
                                                        -----------       ----------
                                                            (THOUSANDS OF DOLLARS)

<S>                                                     <C>               <C>
SIGNIFICANT NON-CASH TRANSACTIONS
AT&T cable system exchange .......................      $        --       $2,658,233
Receipt of Excite@Home right .....................               --          990,456
Satisfaction of Excite@Home right ................        1,282,789               --

ADDITIONAL CASH FLOW INFORMATION
Cash paid for interest ...........................      $   379,839       $  409,189
Cash paid (refunded) for income taxes ............         (273,161)         608,811
</TABLE>

9.   COMMITMENTS AND CONTINGENCIES

         Cox and certain subsidiaries are defendants in two putative subscriber
class action suits in state courts in Louisiana and Texas initiated between
October 17, 1997 and December 17, 1998. The suits challenge the propriety of
late fees charged by the subsidiaries to customers who fail to pay for services
in a timely manner. The suits seek injunctive relief and various formulations of
damages under certain claimed causes of action under various bodies of state
law. These actions are in various stages of defense and are being defended
vigorously. The outcome of these matters cannot be predicted at this time. Five
similar suits that had been pending in Nevada, Indiana, Arizona and Florida have
been settled and dismissed; one similar suit that had been pending in Nebraska
was dismissed with prejudice.

         On November 10, 1999, Fred and Roberta Lipschutz, Arthur Simon and John
Galley III, on behalf of themselves and all persons similarly situated, filed a
putative class action suit against Cox and thirteen other defendants in the
United States District Court for the Central District of California. The action
alleged that a putative class defined as all persons who since November 10, 1995
have purchased broadband Internet data transmission services from a "cable
company defendant" was injured because alleged agreements among the "cable
company defendants" and/or the "cable company defendants" and defendants At Home
Corporation, also referred to as Excite@Home, and Road Runner required the
putative class to purchase both Internet data transmission services and
interface/content services from Excite@Home or Road Runner.


                                       17
<PAGE>
The complaint asserted claims under Section 1 of the Sherman Antitrust Act, the
California Cartwright Act, and California unfair competition law and sought
injunctive relief and compensatory and treble damages. An amended complaint
adding additional named plaintiffs was filed on December 30, 1999, and Cox filed
its answer to the amended complaint on January 19, 2000. On January 29, 2001,
the court denied plaintiffs' motion to certify a nationwide class with leave to
amend. Plaintiffs' motion for reconsideration of the court's denial of class
certification was denied on April 3, 2001. On June 27, 2001, the United States
Court of Appeals for the Ninth Circuit denied plaintiffs' petition for
permission to appeal the district court order denying class action
certification. Plaintiffs filed a motion to voluntarily dismiss their claims
with prejudice, which the Court granted on November 5, 2001.

         Cox's subsidiary Cox California Telcom, L.L.C. (Cox Telcom) is a
defendant in three putative class action lawsuits and two additional non-class
action suits that were filed in state and federal courts in California relating
to the unauthorized publication of information pertaining to approximately
11,400 Cox Telcom telephone customers in the PacBell 2000 White Pages and 411
directory and in the Cox TelTrust information directory. The lawsuits assert
various causes of action for breach of contract, invasion of privacy,
negligence, commission of fraudulent or unfair business acts and practices in
violation of California Business & Professions Code Section 17-200 and violation
of California Public Utilities Code Section 2891 and 2891.1. The suits seek
damages and injunctive relief. Cox Telcom, along with PacBell, have completed
the process of reclaiming tainted PacBell White Pages and reprinting and
redistributing corrected books. The parties to two of the class action lawsuits
have entered into a stipulation of settlement, which was approved on March 30,
2001. The third class action has been settled and was dismissed with prejudice
on June 27, 2001. Cox intends to defend the remaining actions vigorously, though
the outcome cannot be predicted at this time.

         Jerrold Schaffer and Kevin J. Yourman, on May 26, 2000 and May 30,
2000, respectively, filed class action lawsuits in the Superior Court of the
State of California for the County of San Mateo on behalf of themselves and all
other shareholders of At Home Corporation as of March 28, 2000 except for
defendants seeking (a) to enjoin consummation of a March 28, 2000 letter
agreement among Excite Home's principal cable partners, including Cox, and (b)
unspecified compensatory damages. Cox and David Woodrow, Cox's former Executive
Vice President, Business Development, among others, are named defendants in both
lawsuits. Mr. Woodrow formerly served as Cox's representative on the Excite Home
board of directors. See Note 3. "Investments." The plaintiffs, who continue to
seek unspecified compensatory damages, assert that the defendants breached
purported fiduciary duties of care, candor and loyalty to the plaintiffs by
entering into the letter agreement and/or taking certain actions to facilitate
the consummation of the transactions contemplated by the letter agreement.
Pursuant to an agreement with the plaintiffs, the defendants have yet to answer
the complaint. On February 26, 2001, the Court stayed the action on grounds of
forum non conveniens. A related suit styled Linda Ward, et al. v. At Home
Corporation (No. 418233) was filed on September 6, 2001 in California Superior
Court in San Mateo County. Cox intends to defend these actions vigorously,
though the outcome cannot be predicted at this time.

         On November 14, 2000, GTE.NET, L.L.C. d/b/a Verizon Internet Solutions
and Verizon Select Services, Inc. filed suit against Cox in the District Court
for the Southern District of California. Verizon alleged that Cox has violated
various sections of the Communications Act of 1934 by allegedly refusing to
provide Verizon with broadband telecommunications service and interconnection,
among other things. On November 29, 2000, Verizon amended its Complaint to add
CoxCom, Inc., a subsidiary of Cox, as an additional defendant. Verizon seeks
various forms of relief, including injunctive relief and damages. Discovery is
proceeding. Cox and CoxCom intend to defend this action vigorously, though the
outcome cannot be predicted at this time.

         On February 6, 2001, plaintiffs Kimberly D. and William L. Bova, on
behalf of themselves individually and a putative class of subscribers, sued Cox
in United States District Court for the Western District of Virginia. The
putative class includes persons outside of California, Nevada, Arizona and Idaho
who on or after November 1, 2000 purchased broadband Internet access services
from Cox and paid a franchise fee on those services. The suit asserts that the
collection of franchise fees by Cox from its broadband Internet access service
subscribers outside of the Ninth Circuit is unlawful under the
Telecommunications Act of


                                       18
<PAGE>
1996 and seeks restitution of all such fees collected. On October 19, 2001, the
Court took the matter off the trial calendar pending a ruling by the United
States Supreme Court in NCTA v. Gulf Power Co., No. 00-832 (U.S. 2001). Cox
intends to defend the action vigorously, though the outcome cannot be predicted
at this time.

         Cox and its subsidiaries are parties to various other legal proceedings
which are ordinary and incidental to their businesses. Management does not
expect that any of these other currently pending legal proceedings will have a
material adverse impact on Cox's consolidated financial position, results of
operations or cash flows.

ITEM 2.  MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
         RESULTS OF OPERATIONS

         The following discussion should be read in conjunction with the
accompanying unaudited consolidated financial statements for the three and nine
month periods ended September 30, 2001 and 2000.

         This Form 10-Q includes "forward-looking statements" within the meaning
of Section 21E of the Securities Exchange Act of 1934, as amended. These
forward-looking statements include, among others, statements that relate to
Cox's future plans, earnings, objectives, expectations, performance, and similar
projections, as well as any facts or assumptions underlying these statements or
projections. Actual results may differ materially from the results expressed or
implied in these forward-looking statements, due to various risks, uncertainties
or other factors. These factors include competition within the broadband
communications industry, our ability to achieve anticipated subscriber and
revenue growth, our success in implementing new services and other operating
initiatives, and our ability to generate sufficient cash flow to meet our debt
service obligations and finance operations. For a more detailed discussion of
these and other risk factors, see the Risk Factors section of Cox's Annual
Report on Form 10-K for the year ended December 31, 2000. Cox assumes no
responsibility to update any forward-looking statements as a result of new
information, future events or otherwise.

RESULTS OF OPERATIONS

THREE MONTHS ENDED SEPTEMBER 30, 2001 COMPARED WITH THREE MONTHS ENDED SEPTEMBER
30, 2000

         Total revenues for the three months ended September 30, 2001 were
$1,032.0 million, a 14% increase over revenues of $902.2 million for the three
months ended September 30, 2000. This increase is primarily due to digital
customer growth, rate increases implemented in the fourth quarter of 2000 and
first quarter of 2001 and growth in residential and commercial high-speed
Internet access and telephony customers.

         Programming costs were $242.3 million for the third quarter of 2001, an
increase of 12% over the same period in 2000. This increase is due to digital
customer growth, channel additions and programming rate increases implemented in
the fourth quarter of 2000 and first quarter of 2001.

         Selling, general and administrative expenses for the three months ended
September 30, 2001 increased 19% to $393.4 million due primarily to the
following:

         -        increased employee headcount;

         -        a national marketing campaign implemented in the third quarter
                  of 2001; and

         -        other costs associated with the continued rollout of
                  residential and commercial digital video, high-speed data and
                  telephony services;

         -        partially offset by a revised cost component factor used to
                  capitalize indirect costs relating to network construction
                  activity.

         Depreciation and amortization increased to $368.6 million from $319.3
million in the third quarter of 2000 due to Cox continuing to invest
significantly in its broadband network in order to deliver additional


                                       19
<PAGE>
programming and services. Interest expense increased slightly to $136.3 million
primarily due to the issuance of notes and debentures in the fourth quarter of
2000 and first quarter of 2001.

         Income related to indexed debt of $249.9 million for the three months
ended September 30, 2000 represents the net change in the contingent settlement
amount of Cox's exchangeable subordinated debentures, which are indexed to the
market value of Sprint PCS common stock. Effective January 1, 2001, Cox adopted
Statement of Financial Accounting Standards, or SFAS, No. 133, Accounting for
Derivative Instruments and Hedging Activities, as amended, which changed Cox's
accounting for its exchangeable subordinated debentures, as further described in
Note 5. "Derivative Instruments and Hedging Activities" in Part I, Item 1.
"Consolidated Financial Statements." For the three months ended September 30,
2001, Cox recorded a $90.3 million pre-tax loss on derivative instruments due to
a decrease of approximately $61.8 million in the fair value of certain
derivative instruments embedded in the exchangeable subordinated debentures
issued by Cox and a decrease of approximately $28.5 million in the fair value of
certain derivative instruments associated with Cox's investments.

         Net gain on investments of $470.1 million is primarily due to a $436.1
million pre-tax gain related to the sale of Cox's interests in Outdoor Life
Network L.L.C., Speedvision Network, L.L.C. and Cable Network Services, L.L.C.
to Fox Sports, L.L.C. and Fox Sports CNS, L.L.C. and a $41.7 million pre-tax
gain as a result of the change in market value of Cox's investment in Sprint PCS
common stock - Series 2 classified as trading.

         Included in net gain on investments for the comparable period in 2000
are pre-tax gains related to the sale of 4.6 million shares of Sprint PCS -
Series 2 and the transaction whereby Cox received a right to put its Excite@Home
shares to AT&T, as further described in Note 3. "Investments" in Part I, Item 1.
"Consolidated Financial Statements."

         Minority interest of $14.0 million primarily represents distributions
on Cox's obligated capital and preferred securities of subsidiary trusts,
referred to as FELINE PRIDES and RHINOS. Net income for the current quarter was
$143.0 million, as compared to net income of $838.1 million for the third
quarter of 2000.

NINE MONTHS ENDED SEPTEMBER 30, 2001 COMPARED WITH NINE MONTHS ENDED SEPTEMBER
30, 2000

         The results of operations discussed below include the effects of the
following as of their transaction dates:

         -        the January 2000 acquisition of cable systems from Multimedia
                  Cablevision, Inc., a subsidiary of Gannett Co., Inc.; and

         -        the March 2000 exchange of AT&T common stock for: cable
                  systems from AT&T serving customers in Oklahoma and Louisiana;
                  Peak Cablevision, LLC; the remaining 20% interest in a
                  partnership in which Cox initially acquired an 80% interest
                  through the TCA Cable TV, Inc. merger in August 1999; and
                  other assets and liabilities, including cash.

         These transactions are collectively referred to as the 2000
transactions.

         Total revenues for the nine months ended September 30, 2001 were
$2,981.7 million, a 16% increase over revenues of $2,561.0 million for the nine
months ended September 30, 2000. Of this increase, 3% relates to increased
revenues from the 2000 transactions. The remaining 13% increase includes the
effects of:

         -        digital customer growth;

         -        rate increases implemented in the fourth quarter of 2000 and
                  first quarter of 2001; and

         -        growth in residential and commercial high-speed Internet
                  access and telephony customers;


                                       20
<PAGE>

         -        partially offset by slower growth in local and national
                  advertising sales reflecting a generally soft economy.

         Programming costs were $721.7 million for the nine months ended
September 30, 2001, an increase of 15% over the same period in 2000. Of this
increase, 3% relates to the 2000 transactions. The remaining 12% increase is due
to digital customer growth, channel additions and programming rate increases
implemented in the fourth quarter of 2000 and first quarter of 2001.

         Selling, general and administrative expenses for the nine months ended
September 30, 2001 increased 20% to $1,123.5 million. Of this increase, 2%
relates to the 2000 transactions. The remaining 18% is due primarily to the
following:

         -        increased employee headcount;

         -        a national marketing campaign implemented in the third quarter
                  of 2001; and

         -        other administrative costs associated with the continued
                  rollout of digital video, high-speed Internet access and
                  telephony services;

         -        partially offset by a revised cost component factor used to
                  capitalize indirect costs relating to network construction
                  activity.

         Depreciation and amortization increased to $1,076.6 million from $881.0
million in the nine months ended September 30, 2000 due to Cox continuing to
invest significantly in its broadband network in order to deliver additional
programming and services. Interest expense increased to $433.4 million primarily
due to the issuance of notes and debentures in the fourth quarter of 2000 and
first quarter of 2001.

         For the nine months ended September 30, 2001, Cox recorded a $347.9
million pre-tax loss on derivative instruments due primarily to a decrease of
approximately $346.5 million in the fair value of certain derivative instruments
embedded in the exchangeable subordinated debentures issued by Cox and a
decrease of approximately $1.4 million in the fair value of certain derivative
instruments associated with Cox's investments.

         Net gain on investments of $1,079.8 million is primarily due to the
following:

         -        $239.3 million pre-tax gain associated with a one-time
                  reclassification of 19.5 million shares of Cox's investment in
                  Sprint PCS common stock - Series 2 from available-for-sale
                  securities to trading securities upon adoption of SFAS No.
                  133;

         -        $114.1 million pre-tax gain on these shares as a result of the
                  change in market value of Sprint PCS common stock for the nine
                  months ended September 30, 2001;

         -        $307.4 million pre-tax gain associated with the satisfaction
                  of Cox's Excite@Home right, as further described in Note 3.
                  "Investments" in Part I, Item 1. "Consolidated Financial
                  Statements";

         -        $72.4 million pre-tax gain related to the sale of 4.2 million
                  shares of Sprint PCS common stock - Series 2; and

         -        $436.1 million pre-tax gain related to the sale of Cox's
                  interests in Outdoor Life, Speedvision, and Cable Network
                  Services to Fox Sports and Fox Sports CNS;

         -        partially offset by a $50.9 million decline in the fair value
                  of certain other investments considered to be other than
                  temporary.

         Included in net gain on investments for the comparable period in 2000
are pre-tax gains related to the sale of 23.9 million shares of Sprint PCS
common stock - Series 2, the sale of Cox's entire equity interest in Flextech
plc and the transaction whereby Cox received a right to put its Excite@Home
shares to AT&T, as further described in Note 3. "Investments" in Part I, Item 1.
"Consolidated Financial Statements."

         Minority interest of $45.1 million primarily represents distributions
on the FELINE PRIDES and RHINOS. On January 1, 2001, Cox adopted SFAS No. 133,
as amended, resulting in an after-tax cumulative effect of change in accounting
principle which increased earnings by $717.1 million and


                                       21
<PAGE>
reduced accumulated other comprehensive income by $194.0 million. Net income for
the nine months ended September 30, 2001 was $860.2 million, as compared to net
income of $1,996.9 million for the comparable period in 2000.

LIQUIDITY AND CAPITAL RESOURCES

USES OF CASH

         As part of Cox's ongoing strategic plan, Cox has invested, and will
continue to invest, significant amounts of capital to enhance the reliability
and capacity of its broadband network in preparation for the offering of new
services and to make investments in companies primarily focused on cable
programming, technology and telecommunications.

         During the nine months ended September 30, 2001, Cox had capital
expenditures of $1.6 billion. These expenditures were primarily directed at
upgrading and rebuilding its broadband network to allow for the delivery of
advanced broadband services, including digital video, high-speed Internet
access, telephony and video-on-demand. Capital expenditures for 2001 are
expected to total approximately $2.1 billion.

         Net commercial paper repayments during the first nine months of 2001
were $1.5 billion. During the nine months ended September 30, 2001, Cox also
repaid $342.2 million of debt.

         Distributions paid on capital and preferred securities of subsidiary
trusts of $58.8 million consist of quarterly interest payments on the FELINE
PRIDES and RHINOS.

SOURCES OF CASH

         During the nine months ended September 30, 2001, Cox generated $906.8
million from operating activities. Proceeds from the sale and exchange of
investments of $1,135.4 million primarily includes approximately $525.5 million
received from the sale of 25.0 million shares of AT&T common stock,
approximately $106.7 million received from the sale of 4.2 million shares of
Sprint PCS common stock - Series 2 and approximately $439.7 million received
from the sale of Cox's interests in Outdoor Life, Speedvision, and Cable Network
Services to Fox Sports and Fox Sports CNS.

         Proceeds from issuance of debt of $1.4 billion, net of issuance costs,
underwriting commissions and discounts, primarily include:

         -        $389.4 million received from the January 2001 issuance of a
                  series of prepaid forward contracts with maturity dates
                  between 2004 and 2006 to sell up to 19.5 million shares of
                  Cox's Sprint PCS common stock;

         -        $525.1 million received from the February 2001 issuance of
                  convertible senior notes due 2021; and

         -        $495.1 million received from the March 2001 issuance of 6.75%
                  senior notes due 2011.

         For a more detailed description of debt financings in the nine months
ended September 30, 2001, see Note 4. "Debt" in Part I, Item 1. "Consolidated
Financial Statements."


                                       22
<PAGE>
RECENT DEVELOPMENTS

         In September 2001, Excite@Home filed for protection under Chapter 11
of the U.S. Bankruptcy Code. Subsequently, Cox and Excite@Home entered into an
amendment to Cox's distribution agreement under which Excite@Home agreed to
continue to provide high-speed Internet access services to existing and new
customers through November 30, 2001. Cox is currently assessing the impact of
the amended distribution agreement on its consolidated financial results. In
addition, while there can be no assurance that development in this bankruptcy
proceeding will not adversely affect Cox's ability to provide high-speed
Internet access service, Cox believes that it will be able to continue to
provide such services through and following November 30, 2001.

RECENTLY ISSUED ACCOUNTING PRONOUNCEMENTS

         In June 1998, the Financial Accounting Standards Board, or FASB, issued
SFAS No. 133, Accounting for Derivative Instruments and Hedging Activities, as
amended by SFAS No. 137, Accounting for Derivative Instruments and Hedging
Activities - Deferral of the Effective Date of FASB Statement No. 133, and SFAS
No. 138, Accounting for Certain Derivative Instruments and Certain Hedging
Activities, which became effective for Cox on January 1, 2001. SFAS No. 133
requires that an entity recognize all derivatives as either assets or
liabilities measured at fair value. In addition, all derivatives used in hedging
relationships must be designated, reassessed and documented pursuant to the
provisions of SFAS No. 133.

         Cox's adoption of SFAS No. 133 on January 1, 2001 resulted in an
after-tax transition adjustment that increased earnings by approximately $717.1
million and an after-tax transition adjustment that reduced accumulated other
comprehensive income by approximately $194.0 million. In addition, the adoption
impacted assets and liabilities recorded on the consolidated balance sheet. SFAS
No. 133 also permits a one-time transfer of an available-for-sale security into
the trading category. Accordingly, Cox reclassified approximately 19.5 million
shares of its investment in Sprint PCS common stock from available-for-sale to
trading on January 1, 2001. As a result of this reclassification, Cox recognized
a pre-tax gain of approximately $239.3 million, representing the accumulated
unrealized gain on these securities, previously recorded as a component of
accumulated other comprehensive income.

         In July 2001, the FASB issued SFAS No. 141, Business Combinations,
which requires that the purchase method of accounting be used for all business
combinations initiated after June 30, 2001 and eliminates the
pooling-of-interests method.

         Also in July 2001, the FASB issued SFAS No. 142, Goodwill and Other
Intangible Assets, which requires that goodwill and certain intangible assets,
including those recorded in past business combinations, no longer be amortized
through the statement of operations, but instead be tested for impairment at
least annually. SFAS No. 142 will become effective for fiscal years beginning
after December 15, 2001. Upon adoption on January 1, 2002, Cox will stop
amortizing goodwill and other intangibles with indefinite useful lives. Other
intangible assets with indefinite useful lives consist primarily of cable
franchises. Based on the current levels of goodwill and other intangibles with
indefinite useful lives, Cox expects a reduction of amortization expense and an
increase in pre-tax income of approximately $373.0 million for 2002.

         In July 2001, the FASB issued SFAS No. 143, Accounting for Asset
Retirement Obligations, which addresses financial accounting and reporting for
obligations associated with the retirement of tangible long-lived assets and the
associated asset retirement costs. SFAS No. 143 will become effective for fiscal
years beginning after June 15, 2002. Cox is currently assessing the impact of
SFAS No. 143 on its consolidated financial statements.

         In August 2001, the FASB issued SFAS No. 144, Accounting for the
Impairment or Disposal of Long-Lived Assets, which addresses financial
accounting and reporting for the impairment and disposition of long-lived
assets. SFAS No. 144, which supercedes SFAS No. 121, will become effective for
fiscal years beginning after December 15, 2001. Cox is currently assessing the
impact of SFAS No. 144 on its consolidated financial statements.


                                       23
<PAGE>
ITEM 3.  QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

         Market risk is the risk that Cox will incur losses due to adverse
changes in equity prices and interest rates. Cox's primary market risk exposure
pertains to changes in interest rates.

         Cox has estimated the fair value of its financial instruments as of
September 30, 2001 and December 31, 2000 using available market information or
other appropriate valuation methodologies. Considerable judgment, however, is
required in interpreting market data to develop the estimates of fair value.
Accordingly, the estimates presented herein are not necessarily indicative of
the amounts that Cox would realize in a current market exchange.

         The carrying amount of cash, accounts and other receivables, accounts
and other payables and amounts due to/from CEI approximates fair value because
of the short maturity of those instruments. The fair value of Cox's investments
stated at fair value are estimated and recorded based on quoted market prices,
as discussed in Note 3. "Investments" in Part I, Item 1. "Consolidated Financial
Statements." The fair value of Cox's equity method investments and investments
stated at cost cannot be estimated without incurring excessive costs. Cox is
exposed to market price risk volatility with respect to investments in
publicly-traded and privately-held entities.

         The fair value of interest rate swaps used for hedging purposes was
approximately $70.8 million and $35.2 million at September 30, 2001 and December
31, 2000, respectively, and represents the estimated amount that Cox would
receive upon termination of the swap agreements.

         Cox's outstanding commercial paper, revolving credit facilities, RHINOS
and floating rate notes and debentures bear interest at current market rates
and, thus, approximate fair value at September 30, 2001 and December 31, 2000.
Cox is exposed to interest rate volatility with respect to these variable-rate
instruments.

         The estimated fair value of Cox's fixed-rate notes and debentures,
exchangeable subordinated debentures and FELINE PRIDES at September 30, 2001 and
December 31, 2000 are based on quoted market prices or a discounted cash flow
analysis using Cox's incremental borrowing for similar types of borrowings
arrangements and dealer quotations. A summary of the carrying value, estimated
fair value and the fair value resulting from a hypothetical one percentage point
decrease in interest rates on the foregoing fixed-rate instruments at September
30, 2001 and December 31, 2000 is as follows:

<TABLE>
<CAPTION>

                                                   SEPTEMBER 30, 2001                               DECEMBER 31, 2000
                                      --------------------------------------------    ---------------------------------------------
                                                                     FAIR VALUE                                     FAIR VALUE
                                      CARRYING         FAIR         (1% DECREASE      CARRYING         FAIR         (1% DECREASE
                                       VALUE           VALUE     IN INTEREST RATES)     VALUE          VALUE      IN INTEREST RATES)
                                      --------        ------     -----------------    --------        --------    -----------------
                                                                     (Millions of Dollars)
<S>                                   <C>             <C>        <C>                  <C>             <C>         <C>
Fixed-rate notes and
   debentures ................        $5,318.9        $5,323.8        $5,597.2        $4,460.3        $4,459.6        $4,701.9
FELINE PRIDES ................           651.1           709.0           712.0           647.3           806.0           808.0
Exchangeable subordinated
   Debentures ................         1,884.3         1,834.7         1,902.5         2,351.8         1,564.0         1,651.0
</TABLE>


                                       24
<PAGE>
                           PART II - OTHER INFORMATION

ITEM 1.  LEGAL PROCEEDINGS

    Cox is a party to various legal proceedings that are ordinary and incidental
to its business. Management does not expect that any legal proceedings currently
pending will have a material adverse impact on Cox's consolidated financial
position, consolidated results of operations or consolidated cash flows. For an
update on certain legal matters, refer to Note 9. "Commitments and
Contingencies" in Part I, Item 1. "Consolidated Financial Statements."

ITEM 6.  EXHIBITS AND REPORTS ON FORM 8-K

     (a) Exhibits:

         3.1   -- Certificate of Incorporation of Cox Communications, Inc.,
                  as amended. (Incorporated by reference to Exhibit 3.1 to Cox's
                  Quarterly Report on Form 10-Q, filed with the Commission on
                  November 14, 2000.)

         3.2   -- Bylaws of Cox Communications, Inc. (Incorporated by reference
                  to Exhibit 3.2 to Cox's Registration Statement on Form S-4,
                  File No. 33-80152, filed with the Commission on December 16,
                  1994.)

         4.1+  -- Registration Rights Agreement, dated as of October 29, 2001.

         4.2+  -- Registration Rights Agreement, dated as of October 29, 2001.

         21    -- Subsidiaries of Cox Communications, Inc.

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

     +   Portions of this exhibit have been omitted pursuant to a request for
         confidential treatment, and the omitted portions have been filed
         separately with the Securities and Exchange Commission.

     (b) Reports on Form 8-K filed during the quarter ended September 30, 2001:

         None.


                                       25
<PAGE>
                                 SIGNATURES



     Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.




                                          COX COMMUNICATIONS, INC.



Date:  November 8, 2001                   /s/ Jimmy W. Hayes
                                          ------------------------------------
                                          Jimmy W. Hayes
                                          Executive Vice President,
                                          Finance and Administration
                                          Chief Financial Officer
                                          (principal financial officer)

                                       26