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                                                                   Exhibit 10.2



February 5, 2001



Ms. Maggie Bellville
3962 East Brookhaven
Atlanta, GA  30319

Dear Maggie:

1.       This  letter,  when  executed by you will confirm our  agreement  with
         respect to your separation from Cox  Communications,  Inc.,  hereafter
         referred to as COX.

2.       Your separation will be effective Wednesday, January 31, 2001. At that
         time you will cease active  employment and you may not act or speak on
         behalf of COX.  You will  remain on our  payroll at a salary  level of
         $43,755 per month through January 31, 2002 and continue to participate
         for that period in medical/dental/life benefits on an after-tax basis;
         provided, however, if you have not found another position or developed
         a  consulting  practice as of January 31,  2002,  you may  continue to
         remain on our  payroll  at the  salary  level of $3,755  per month and
         continue  to  participate  in   medical/dental/life   benefits  on  an
         after-tax  basis for up to an  additional  three (3) months --- to and
         through  April 30, 2002.  Benefit  continuation  does not include LTD,
         pension service, flex credits or 401(k) participation. Continuation of
         these benefits will not be subject to you meeting any contingencies or
         other post-employment  conditions.  If you have found another position
         or developed a consulting  practice but not with base  compensation or
         gross earnings, as applicable, equal to or greater than $43,755.00 per
         month during the initial  twelve months of severance,  we will pay you
         for up to three  (3)  months - from  February  1, 2002 up to April 30,
         2002  - the  difference  between  $43,755  per  month  and  your  base
         compensation  or gross  earnings,  as applicable,  for those months as
         evidenced  by  pay  records,   pay  stubs,  tax  records  and  similar
         documentation.  You  agree  that  in  order  to be  eligible  for  any
         additional  compensation  after 12 months,  you must make a reasonable
         effort to find other employment,  including  self-employment,  and may
         not reject an offer that a reasonable  person in your  position  would
         accept. You will not be required to relocate from Atlanta,  Georgia to
         meet this requirement.

3.       You  acknowledge  you have received your 2000  incentive  compensation
         based on performance of the company for fiscal year 2000.

4.       Your remaining 1998 and 1/01/99 stock option grants under the Cox Long
         Term Plan are vested under the terms of the plan.  You will have up to
         January 12, 2002 to exercise these options.  Your remaining March 1999
         and  January  2000 stock  options  were  vested at 100% on January 12,
         2001,  and you will have up to one year from vesting to exercise these
         options.

5.       We will  continue  to pay your fees for your  country  club and health
         club until you find other full-time employment.  COX will also pay off
         the current lease on your VOLVO  automobile  and transfer the title to
         you free and clear within thirty (30) days.  You will receive  payment
         for all accrued but unused vacation time,  currently equal to four (4)
         weeks, with payment to be delivered to you by March 15, 2001.

6.       Outplacement services will be provided by Lee Hecht Harrison up to one
         year and transitional coaching will be provided by Julia Romaine, your
         executive  coach,  as outlined in her January 9, 2001  letter,  not to
         exceed the services listed. These expenses will be paid by the company
         and all  services  should  be  invoiced  and sent to Mae  Douglas  for
         payment.

7.       You will direct any inquiries and reference  checking  regarding  your
         separation  to either Mae  Douglas or me and we will  respond to those
         inquiries  in  accordance  with the  statement  which is  attached  as
         Exhibit "A."


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8.       Should you accept full-time employment prior to January 31, 2002, your
         medical/dental  coverage  will cease unless you elect to exercise your
         COBRA  conversion  rights.  COX will provide you with necessary  COBRA
         forms by mail.  Additionally,  should you accept  employment  prior to
         January 31, 2002, you agree to notify COX, at which time any remaining
         severance for the period through January 31, 2002, will be paid to you
         in a lump sum and any  benefit  plan  coverage  will  cease  upon your
         coverage  with any plan  offered by your new  employer  or pursuant to
         COBRA.

9.       During the course of your  employment,  you have had and will continue
         to have access to trade secrets,  confidential  information as defined
         by  Exhibit  "B"  and  proprietary  information  ("Information").   In
         consideration  of the benefits  received by you under this  Agreement,
         you agree to keep all Information  strictly  confidential and will not
         reveal any  Information  to any person nor use it for your own benefit
         for a period  of two  years  from the  date of the  execution  of this
         Agreement.  On or  before  March 1,  2001 you will  return  to COX all
         records  and  materials  in your  possession  or  under  your  control
         containing any  Information,  or as reasonably  soon thereafter as any
         such  materials  are  discovered.  Your breach of this  paragraph  may
         irreparably  harm and  damage COX and you agree that in such event COX
         shall be  entitled  to  injunctive  relief as well as any other  legal
         remedy available to it.

10.      You agree that the terms and  conditions  of your  separation  must be
         kept  confidential,  except  that the  Company  shall be  entitled  to
         disclose the terms and conditions of this Agreement if such disclosure
         is required by any  applicable  law or regulation  (including  without
         limitation  filing the  Agreement  with the  Securities  and  Exchange
         Commission),  and each party shall be  entitled to disclose  the terms
         and  conditions  of this  Agreement if required by order of a court of
         competent  jurisdiction,  or as  otherwise  may be  required by law or
         legal process.  Furthermore, you agree that you will not engage in any
         conduct or activities materially and substantially  detrimental to the
         best  interests of COX,  including,  but limited to, any  disparaging,
         denigrating  or untrue  statements  about COX or about any employee of
         COX.  It is  mutually  agreed and  understood  that any breach of this
         paragraph by you would be material to COX and that in the event of the
         first  breach,  COX shall be  entitled  to  liquidated  damages in the
         amount  of  $43,755;  in the  event of a second  breach  COX  shall be
         entitled to liquidated  damages in the amount of $87,510.  Thereafter,
         COX shall have the right to declare this  agreement null and void from
         the  beginning  and  shall  be  relieved  of  any  further  obligation
         hereunder,  including the obligation to pay compensation,  and in such
         event you shall repay to COX any and all consideration previously paid
         to you subsequent to the date of this letter.  Prior to exercising any
         of its rights for a breach of this  paragraph,  COX will notify you of
         its  position and provide you with up to ten (10) days to explain your
         position. Prior to engaging in conduct that may constitute a breach of
         this paragraph,  you may contact me or whomever else may then be COX's
         President and/or Chief Executive Officer.

11.      You further agree not to solicit or in any manner encourage  employees
         of COX to  leave  for a period  of two  years  after  the date of your
         execution of this Agreement.

12.      You  agree  that if there is an issue or  situation  in the  future of
         which you are  knowledgeable  or had been  involved  that  results  in
         action  against  COX you will  reasonably  cooperate  and  provide any
         reasonable assistance needed.

13.      You  agree  that  for a  period  of one  year  after  the date of your
         execution  of  this  Agreement  that  you  will  not  have  management
         responsibility for running any cable television company other than COX
         as a partner,  director,  officer,  principal,  employee,  independent
         contractor,  consultant  or advisor  where COX  currently  has a cable
         television  franchise  that is  identified as Exhibit "C;" nor may you
         work for Qwest's Phoenix,  Arizona operation in a management  position
         that  involves  direct  competition  with COX's  services  in Phoenix,
         Arizona.

14.      You  agree  that  for a  period  of six  months  from the date of this
         Agreement,  you will not perform the duties that you performed for COX
         as an Executive Vice President over any cable television  company that
         may be acquired  by COX,  and where you are not working at the time of
         the acquisition.

15.      IN  CONSIDERATION OF THE BENEFITS GRANTED TO YOU IN PARAGRAPHS 2, 4, 5
         and 6:

         YOU HEREBY IRREVOCABLY AND UNCONDITIONALLY  RELEASE AND DISCHARGE COX,
         ITS OWNERS AND  AFFILIATES  AND THEIR  CURRENT  AND FORMER  DIRECTORS,
         OFFICERS,  EMPLOYEES, AND AGENTS FROM ANY AND ALL CLAIMS, LIABILITIES,
         OBLIGATIONS,  PROMISES, ACTIONS, SUITS OR DEMANDS OF ANY NATURE, KNOWN
         OR UNKNOWN,

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         (EXCLUDING UNEMPLOYMENT COMPENSATION BENEFITS WHICH MAY BE PROVIDED BY
         THE STATE OF  GEORGIA),  INCLUDING,  BUT NOT LIMITED TO,  RIGHTS UNDER
         FEDERAL,  STATE OR LOCAL LAWS PROHIBITING AGE, SEX, RACE,  DISABILITY,
         NATIONAL ORIGIN, RELIGION OR OTHER FORMS OF DISCRIMINATION, AND CLAIMS
         GROWING OUT OF ANY LEGAL  RESTRICTION  ON COX'S RIGHT TO TERMINATE ITS
         EMPLOYEES  WHICH YOU HAVE OR MAY HAVE ACCRUED  THROUGH THIS DATE.  YOU
         COVENANT  NOT TO SUE COX OR ANY OF ITS  OWNERS,  AND  AFFILIATES,  AND
         THEIR  DIRECTORS,  AND FORMER  DIRECTORS,  OFFICERS,  FORMER OFFICERS,
         EMPLOYEES,  FORMER EMPLOYEES,  OR AGENTS IN CONNECTION WITH ANY OF THE
         ABOVE RELEASED  CLAIMS.  WITHOUT  WAIVING ANY OF THE  FOREGOING,  THIS
         WAIVER SHALL IRREVOCABLY AND UNCONDITIONALLY RELEASE YOUR RIGHTS UNDER
         THE  AGE   DISCRIMINATION   IN  EMPLOYMENT  ACT,  THE  AMERICANS  WITH
         DISABILITIES  ACT OF 1990,  AND TITLE VII OF THE CIVIL  RIGHTS  ACT OF
         1964.  YOU  FURTHER  AGREE TO  IRREVOCABLY  WAIVE ANY RIGHT TO RECOVER
         UNDER ANY CLAIM THAT MAY BE FILED BY THE EQUAL OPPORTUNITY  COMMISSION
         WITH RESPECT TO YOUR EMPLOYMENT WITH COX.

16.      You represent and  acknowledge  that you have read this  Agreement and
         understand  the terms hereof and have been given an opportunity to ask
         questions of COX's representatives. YOU ACKNOWLEDGE YOU HAVE CONSULTED
         WITH AN ATTORNEY  PRIOR TO  EXECUTION OF THIS  AGREEMENT.  You further
         represent  that in executing  this  Agreement you do not rely and have
         not relied upon any  representative  of COX with regard to the subject
         matter, basis or effect of this Agreement or otherwise. This Agreement
         sets forth the entire agreement between the parties hereto,  and fully
         supersedes any and all prior agreements or understandings  between the
         parties hereto pertaining to the subject matter hereof.

17.      This  agreement  is  knowingly  and  voluntarily  entered into by each
         party.

18.      This offer expires 21 days after your receipt of this letter.

19.      For a period  of  seven  days  after  the  date of  execution  of this
         Agreement,  you have the right to revoke this Agreement. The Agreement
         shall not be effective or enforceable  until seven days after the date
         of execution, if not revoked by you prior thereto.

20.      This Agreement  shall be governed by and construed in accordance  with
         the laws of the State of Georgia. The provisions of this Agreement are
         severable,  and if any part of it is found  to be  unenforceable,  the
         other  provisions  shall  remain  fully valid and  enforceable  at the
         discretion of COX.

21.      Please  confirm your  understanding  of our agreement by indicating in
         the space below and returning one copy to me.


Sincerely,


/s/ James O. Robbins
James O. Robbins

JOR:tkb

The above accurately reflects the agreement regarding my separation from COX.


By:  /s/ Margaret A. Bellville                       Date: *
         Signature                                          -------------------

         Margaret A. Bellville               *Delivered, received and executed.
         Printed Name