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                                                                    Exhibit 10.1
                  EXECUTION COPY


                    AMENDED AND RESTATED  364-DAY CREDIT  AGREEMENT  dated as of
               June 29, 2001 (this "2001 Amendment and Restatement"),  among Cox
               Communications,  Inc., the banks party hereto (the "Banks"),  The
               Chase Manhattan Bank, as  administrative  agent,  The Bank of New
               York and  Wachovia  Bank,  N.A.,  as  documentation  agents  (the
               "Documentation Agents") and Bank of America, N.A. and Mizuho Bank
               as syndica tion agents (the "Syndication Agents").

                    A. On September 26, 2000, the Company,  certain of the Banks
               and  the  Administrative  Agent  entered  into a  364-Day  Credit
               Agreement in an aggregate principal amount of $1,500,000,000 (the
               "Credit Agreement").

                    B. The parties hereto have agreed,  subject to the terms and
               conditions  hereof,  to amend and restate the Credit Agreement as
               set  forth  herein on the terms  and  subject  to the  conditions
               provided herein.

                    C. Capitalized  terms used and not otherwise  defined herein
               shall  have the  meanings  assigned  to such  terms in the Credit
               Agreement.

                    SECTION  1.  (a)  Amendment  and  Restatement.   The  Credit
               Agreement  is  hereby  amended  and  restated  in the  form of an
               Amended  and  Restated  Credit  Agreement  dated  as of the  date
               hereof, the terms of which shall be identical to the terms of the
               Credit Agreement except as expressly provided in this Section.

                    (b)  Amendment  to  Article  I.  Article  I  of  the  Credit
               Agreement is hereby amended by:

                         (i) Adding in the  appropriate  alphabetical  order the
                    following definition:

                         ""Bank  Affiliate"  shall mean, (a) with respect to any
                    Bank,  (i) an  Affiliate  of such  Bank or (ii)  any  entity
                    (whether a  corporation,  partnership,  trust or  otherwise)
                    that is primarily engaged in making, purchasing,  holding or
                    otherwise  investing in bank loans and similar extensions of
                    credit  in  the  ordinary  course  of  its  business  and is
                    controlled  (whether  through  voting  power or the power to
                    cause the  direction of management or policies or otherwise)
                    by a Bank or an  Affiliate of such Bank and (b) with respect
                    to any Bank that is a fund  which  invests in bank loans and
                    similar extensions of credit, any other fund that invests in
                    bank  loans  and  similar   extensions   of  credit  and  is
                    controlled  (whether  through  voting  power or the power to
                    cause the  direction of management or policies or otherwise)
                    by  the  same  investment  advisor  as  such  Bank  or by an
                    Affiliate of such investment advisor."


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                         (ii)  Deleting  the   definition  of  "Banks"  and  sub
                    stituting therefor the following:

                         ""Banks"  shall  mean the  Persons  listed  on  Exhibit
                    2.01(a),  each  such  Bank's  respective  successors  (which
                    successors  shall include any entity resulting from a merger
                    or  consolidation)  and any other  Person  that  shall  have
                    become  a  party  hereto   pursuant  to  an  Assignment  and
                    Acceptance,  other than any such  Person that ceases to be a
                    party hereto pursuant to an Assignment and Acceptance."

                         (iii)  Deleting the  definition  of "Change of Control"
                    and substituting therefor the following:

                         "A "Change of Control" shall be deemed to have occurred
                    if (a) the Cox Family and Cox Enterprises shall cease at any
                    time  to  own   directly   or   indirectly   capital   stock
                    representing at least 50.1% of the out standing voting power
                    represented  by all the out  standing  capital  stock of the
                    Company,  (b) any Person or group of Persons  other than the
                    Cox Family,  Cox Enterprises and Persons  controlled by them
                    shall have the right or ability,  directly or indirectly, to
                    cause the  election  of a majority of the  directors  of the
                    Company,  (c) the Cox Family  shall cease at any time to own
                    directly or indirectly  capital stock  representing at least
                    50.1% of the outstanding voting power represented by all the
                    outstanding  capital  stock of Cox  Enterprises,  or (d) any
                    Person or group of Persons  other than the Cox Family  shall
                    have the right or ability,  directly or indirectly, to cause
                    the  election  of  a  majority  of  the   directors  of  Cox
                    Enterprises."

                         (iv)   Deleting   the   definition   of   "Consolidated
                    Annualized  Interest Expense" and substituting  therefor the
                    following:

                         ""Consolidated  Annualized Interest Expense" shall mean
                    four times the sum of (i)  interest  expense,  after  giving
                    effect to any net  payments  made or received by the Company
                    and its  Restricted  Subsidiaries  with  respect to interest
                    rate swaps, caps and floors or other similar agreements, and
                    (ii)  capitalized  interest  expense,  in  each  case of the
                    Company  and  its  Restricted   Subsidiaries  for  the  most
                    recently  completed  fiscal  quarter,  all on a consolidated
                    basis  determined  in  accordance  with GAAP;  provided that
                    interest  expense  shall  exclude  (a)  any  Deferred  Basic
                    Interest or Accrued Interest (as defined in Section 3 of the
                    global notes evidencing the PRIZES) on the PRIZES until such
                    time as such Deferred Basic Interest or Accrued  Interest is
                    paid in cash  and (b) any  effect  on  interest  expense  in
                    respect  of the  accounting  for  all  derivative  financial
                    instruments in accordance with GAAP, including derivative
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                         financial  instruments  that  may  be  embedded  in the
                    Company's or any Restricted  Subsidiary's debt securities or
                    Indexed  Securities and  freestanding  derivative  financial
                    instruments   that  may  be  used  by  the  Company  or  any
                    Restricted  Subsidiary for hedging  purposes.  The effect on
                    interest  expense  that may be  excluded  in  respect of the
                    accounting  for  all  derivative  financial  instruments  in
                    accordance with GAAP include:  (i) entries to record noncash
                    interest   expense   (or   income)   associated   with   the
                    mark-to-market  of  freestanding  and  embedded   derivative
                    financial   instruments,   (ii)  noncash   interest  expense
                    associated  with the accretion of  additional  debt discount
                    that may arise from the bifurcation of derivative  financial
                    instruments  embedded  in the  Company's  or any  Restricted
                    Subsidiary's  debt  securities  or Indexed  Securities,  and
                    (iii) noncash interest expense (or income) that may arise if
                    the  Company's  or  any  Restricted   Subsidiary's   hedging
                    strategies become  ineffective,  as determined in accordance
                    with GAAP."

                         (v)  Deleting  the   definition  of  "Cox  Family"  and
                    substituting therefor the following:

                         ""Cox  Family"  shall  include  those  certain   trusts
                    commonly  referred to as the Dayton-Cox Trust A, the Barbara
                    Cox Anthony  Atlanta  Trust,  the Anne Cox Chambers  Atlanta
                    Trust, the Estate of James M. Cox, Jr., Barbara Cox Anthony,
                    Garner  Anthony,   Anne  Cox  Chambers,   and  the  estates,
                    executors and adminis trators, and lineal descendants of the
                    above-named  individuals,  any private  foundation  or other
                    charitable entity of which the  above-described  individuals
                    constitute  a  majority  of  the   trustees,   directors  or
                    managers,   and  any   corporation,   partnership,   limited
                    liability  company,  trust or  other  entity  in  which  the
                    above-named  trusts or  above-described  individuals and the
                    estates,   executors   and   administrators,    and   lineal
                    descendants of the above-named  individuals in the aggregate
                    have a direct  or  indirect  beneficial  interest  or voting
                    control of greater than 50%."

                         (vi) Deleting the definition of "Existing Agreements".

                         (vii) Deleting the  definition of "Indexed  Securities"
                    and substituting therefor the following:

                         ""Indexed Securities" means the PHONES, the PRIZES, the
                    Discount  Debentures  and any other  securities or financial
                    contracts of the Company issued and outstanding from time to
                    time whose fair value is derived from an index,  such as the
                    trading price of another referenced security."

                         (viii) Deleting the definition of "Leverage  Ratio" and
                    substituting therefor the following:
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                         ""Leverage Ratio" shall mean, at any time, the ratio of
                    (a)  Consolidated  Debt  as of the  last  day of the  fiscal
                    quarter most recently  ended to (b)  Pro-forma  Consolidated
                    Annualized Operating Cash Flow; provided that (i) so long as
                    the  Company  is the  beneficial  owner of  shares  or other
                    securities constituting, or convertible into or exchangeable
                    for the Maximum  Number of  Reference  Shares (as defined in
                    Section 3 of the global  notes  evidencing  the PRIZES) with
                    respect to the outstanding PRIZES  (excluding,  for purposes
                    of such  determination,  any shares or other  securities  in
                    respect  of which any other  Indexed  Securities  shall have
                    been  issued  and shall be  outstanding  and  excluding  any
                    portion of any shares or other  securities  attributable  to
                    any   additional   consideration   payable   upon  any  such
                    conversion or  exchange),  the  computation  of the Leverage
                    Ratio shall exclude the PRIZES,  (ii) so long as the Company
                    is the  beneficial  owner  of  shares  or  other  securities
                    constituting,   or  convertible  into  or  exchangeable  for
                    4,477,000 Reference Shares (as defined in Section 101 of the
                    PHONES   Supplemental   Indenture)   with   respect  to  the
                    outstanding   PHONES   (excluding,   for  purposes  of  such
                    determination,  any shares or other securities in respect of
                    which any other  Indexed  Securities  shall have been issued
                    and shall be  outstanding  and  excluding any portion of any
                    shares or other  securities  attributable  to any additional
                    consideration payable upon any such conversion or exchange),
                    the  computation  of the  Leverage  Ratio shall  exclude the
                    PHONES,  and (iii) the  computation  of the  Leverage  Ratio
                    shall exclude any effect on the Company's or any  Restricted
                    Subsidiary's  debt  securities  or  Indexed   Securities  in
                    respect  of the  accounting  for  all  derivative  financial
                    instruments in accordance  with GAAP,  including  derivative
                    financial  instruments that may be embedded in the Company's
                    or any Restricted  Subsidiary's  debt  securities or Indexed
                    Securities and freestanding derivative financial instruments
                    used by the Company or any Restricted Subsidiary for hedging
                    purposes,  but such  computation  shall in any event include
                    the original  principal  amount and any  accreted  principal
                    amount of such debt securities and Indexed  Securities.  The
                    effect on the  computation of the Leverage Ratio that may be
                    excluded  in respect of the  accounting  for all  derivative
                    financial  instruments in accordance with GAAP include:  (i)
                    entries   associated   with   the   mark-to-market   of  all
                    freestanding and embedded derivative  financial  instruments
                    classified as a component of the Company's or any Restricted
                    Subsidiary's  debt  securities or Indexed  Securities in the
                    consolidated  balance  sheet of the Company and (ii) entries
                    to record and  accrete  additional  debt  discount  that may
                    arise  from  the   bifurcation   of   derivative   financial
                    instruments  embedded  in the  Company's  or any  Restricted
                    Subsidiary's debt securities or Indexed Securities."
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                         (ix)  Deleting the  definition  of "Maturity  Date" and
                    replacing it with the following definition:

                         ""Maturity  Date"  shall  mean  the  Termination  Date,
                    unless  the  Company  shall  give the  notice  of  extension
                    contemplated by Section 2.01(i),  in which case the Maturity
                    Date shall mean June 29, 2005."

                         (x) Deleting the  definition  of  "Quarterly  Date" and
                    replacing it with the following definition:

                         ""Quarterly  Date"  shall  mean  the  last  day of each
                    March,   June,   September  and  December,   beginning  with
                    September  30,  2001,  or if any such date is not a Business
                    Day,  the  respective  Quarterly  Date  shall  be  the  next
                    succeeding Business Day."

                         (xi) Deleting the definition of "Termination  Date" and
                    replacing it with the following definition:

                         ""Termination Date" shall mean June 28, 2002."

                    (c)  Amendment to Section  2.01(i).  Section  2.01(i) of the
               Credit  Agreement is hereby  amended by deleting  "September  26,
               2004" in the first  sentence  thereof and sub stituting  therefor
               "June 29, 2005.

                    (d)  Amendment to Exhibit  2.01(a).  Exhibit  2.01(a) to the
               Credit  Agreement  is hereby  amended by  deleting  such  Exhibit
               2.01(a) and substituting therefor Exhibit 2.01(a) hereto.

                    (e)  Amendment to Exhibit  6.01.  Exhibit 6.01 to the Credit
               Agreement  is hereby  amended by deleting  such  Exhibit 6.01 and
               substituting therefor Exhibit 6.01 hereto.

                    (f)  Amendment to Section  6.02.  Section 6.02 of the Credit
               Agreement is hereby amended by:

                         (i)  Deleting  the  first  sentence   thereof  and  sub
                    stituting therefor the following:

                         "The   Company  has   furnished   each  Bank  with  the
                    consolidated  financial  statements  for the Company and its
                    Subsidiaries  as at and for its fiscal  year ended  December
                    31, 2000,  accompanied  by the opinion of Deloitte & Touche,
                    and quarterly  consolidated  financial  statements as at and
                    for the period ended March 31, 2001."

                         (ii)  Deleting  "June  30,  2000" in the last  sentence
                    thereof and substituting therefor "March 31, 2001".

                    (g)  Amendment to Exhibit  6.03.  Exhibit 6.03 of the Credit
               Agreement  is hereby  amended by deleting  such  Exhibit 6.03 and
               substituting therefor Exhibit 6.03 hereto.

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                   (h)  Amendment to Section  6.14.  Section 6.14 of the Credit
               Agreement is hereby amended by deleting  "September 2000" therein
               and substituting therefor "June 2001".

                    (i)  Amendment to Exhibit  6.15.  Exhibit 6.15 to the Credit
               Agreement  is hereby  amended by deleting  such  Exhibit 6.15 and
               substituting therefor Exhibit 6.15 hereto.

                    (j)  Amendment  to Article  VII.  Article  VII of the Credit
               Agreement is hereby amended by deleting  Section 7.01 thereof and
               substituting therefor the following:

                    "SECTION 7.01. [Intentionally Omitted]"

                    (k)  Amendment to Section  7.04.  Section 7.04 of the Credit
               Agreement is hereby  amended by deleting  "June 30, 2000" therein
               and substituting therefor "March 31, 2001".

                    (l) Amendment to Section 9.01(d).  Section 9.01(d) is hereby
               amended  by  deleting  subclause  (z) of clause (i)  thereof  and
               substituting therefor the following:

                         "(z)  securing  Debt  reflected  in  the   consolidated
                    financial  statements of the Company  referred to in Section
                    6.02 or"

                    (m)  Amendment to Exhibit  9.01(d).  Exhibit  9.01(d) of the
               Credit  Agreement  is hereby  amended by  deleting  such  Exhibit
               9.01(d) and substituting therefor Exhibit 9.01(d) hereto.

                    (n) Amendment to Exhibit 13.02.  Exhibit 13.02 of the Credit
               Agreement is hereby  amended by deleting  such Exhibit  13.02 and
               substituting therefor Exhibit 13.02 hereto.

                    (o) Amendment to Section 13.07.  Section 13.07 of the Credit
               Agreement is hereby amended by:

                         (i)  Deleting the words in  parentheses  in sub section
                    (a) thereof.

                         (ii)  Deleting  the first  sentence  of sub section (c)
                    thereof and replacing it with the following:

                         "Subject  (except in the case of  assignments  to Banks
                    and Bank  Affiliates)  to the prior  written  consent of the
                    Company (which consent shall not be unreasonably withheld or
                    delayed) and written  acknowledgment  of the  Administrative
                    Agent, each Bank may assign to a bank or other Person all or
                    a portion of its rights and obligations under this Agreement
                    (including,  without  limitation,  all or a  portion  of its
                    Commitment);   provided,   however,   that  (i)  each   such
                    assignment  shall  be of a  constant,  and  not  a  varying,
                    percentage  of  all  of  the  assigning  Bank's  rights  and
                    obligations  under this  Agreement and shall be in an amount
                    equal to or greater than $10,000,000 of the assigning Bank's
                    Commitment (except in the case of assignments to Banks or
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                         Bank  Affiliates,  assignment of the  assigning  Bank's
                    entire  remaining  commitment or unless  otherwise agreed by
                    the Company), (ii) the parties to each such assignment shall
                    execute and  deliver to the  Administrative  Agent,  for its
                    acceptance and recording in the Register,  an Assignment and
                    Acceptance  in  substantially  the form of Exhibit  13.07(c)
                    attached hereto (the "Assignment and Acceptance"),  together
                    with a processing and recordation  fee of $3,500;  provided,
                    however,  that such  recordation fee shall not be payable if
                    such  transfer  is made  pursuant  to  Sections  2.01(f)  or
                    (h)(vi),  and  provided,  further,  that any  consent of the
                    Company  required under this paragraph shall not be required
                    if an Event of Default has occurred and is continuing."

                    (p) All  references  in the  Credit  Agreement  to "270 Park
               Avenue,  New York, New York 10017" shall be changed to "One Chase
               Manhattan Plaza, New York, New York 10081".

                    SECTION  2.  Representations  and  Warranties.  The  Company
               hereby  represents and warrants to the  Administrative  Agent and
               the Banks that:

                    (a) This  2001  Amendment  and  Restatement  has  been  duly
               authorized,  executed  and  delivered by it and  constitutes  its
               legal,  valid and binding  obligations  enforceable in accordance
               with its terms.

                    (b) As of the date hereof,  and after giving  effect to this
               2001  Amendment and  Restatement,  no Default or Event of Default
               has  occurred  and is  continuing  and the  representa  tions and
               warranties  contained  in the Credit  Agreement,  as amended  and
               restated by this 2001  Amendment  and  Restatement,  are true and
               correct in all material respects as if made on the date hereof.

                    SECTION 3.  Effectiveness.  The  effectiveness  of this 2001
               Amendment and  Restatement is subject to the  satisfaction on the
               date hereof of the following conditions:

                    (a) the  Administrative  Agent shall have received  executed
               counterparts of this 2001 Amendment and Restatement  which,  when
               taken  together,  bear  the  signatures  of each  of the  parties
               hereto;

                    (b) the  Administrative  Agent shall have received on behalf
               of the Banks (i) from  Counsel  and  Special  FCC Counsel for the
               Company, their opinions, dated the date hereof,  substantially in
               the forms attached to the Credit Agreement as Exhibit  7.01(c)(i)
               and (ii) from Counsel for the Administrative  Agent, its opinion,
               dated the date hereof,  substantially in the form attached to the
               Credit Agreement as Exhibit 7.01(c)(ii);

                    (c) the  Administrative  Agent shall have received on behalf
               of the Banks an  Officer's  Certificate,  dated the date  hereof,
               substantially  in the form  attached to the Credit  Agreement  as
               Exhibit 7.01(d);
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                    (d) the  Administrative  Agent shall have  received all fees
               and other amounts payable in connection with this Agreement on or
               prior to the date  hereof,  including,  to the  extent  invoiced,
               reimbursement or payment of all  out-of-pocket  expenses required
               to be reimbursed or paid by the Company hereunder; and

                    (e) on the date  hereof,  the  Company  shall have repaid or
               shall  repay  from  the  initial  Loans  hereunder,  in full  the
               principal of all Loans  outstanding and other amounts accrued and
               not yet paid under the Credit  Agreement,  and the Company  shall
               have effectively  terminated all the Commitments then outstanding
               in  accordance  with the Credit  Agreement and replaced them with
               the Commitments as set forth in Schedule 2.01(a) hereto.

                    Following  the  satisfaction  on  the  date  hereof  of  the
               conditions set forth above, the Administrative Agent shall inform
               the Company in writing that this 2001  Amendment and  Restatement
               has become effective.

                    SECTION 4. Counterparts. This 2001 Amendment and Restatement
               may be signed in any number of counterparts,  each of which shall
               constitute an original but all of which when taken together shall
               constitute but one contract.  Delivery of an executed counterpart
               of a signature page by facsimile  transmission shall be effective
               as  delivery  of a  manually  executed  counterpart  of this 2001
               Amendment and Restatement.

                    SECTION  5.   APPLICABLE   LAW.  This  2001   Amendment  and
               Restatement  shall be deemed to be an  agreement  executed by the
               Company, the Administrative  Agent, the Documentation Agents, the
               Syndication  Agents and the Banks  under the laws of the State of
               New York and of the United  States and for all purposes  shall be
               construed in accordance  with,  and governed by, the laws of said
               State and of the United States.

                    SECTION 6. Credit Agreement. As used in the Credit Agreement
               and the Exhibits thereto,  (a) the terms  "Agreement",  "herein",
               "hereinafter", "hereunder", "hereto", and words of similar import
               shall mean, from and after the date hereof,  the Credit Agreement
               as amended and restated by this 2001  Amendment  and  Restatement
               and (b) all references to "the date of this Agreement", "the date
               hereof" or like language  shall be deemed to be references to the
               date of this 2001 Amendment and Restatement.

                    SECTION 7. Expenses.  The Company shall,  in accordance with
               the provisions of Section 13.01 of the Credit Agreement,  pay all
               reasonable  out-of-pocket expenses incurred by the Administrative
               Agent  and  the  Banks  in  connection   with  the   preparation,
               negotiation,  execution,  delivery and  enforcement  of this 2001
               Amendment  and  Restatement,  including,  but not limited to, the
               reasonable fees and disbursements of Cravath, Swaine & Moore. The
               agreement   set  forth  in  this  Section  7  shall  survive  the
               termination of this 2001 Amendment and Restatement.




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                  IN WITNESS WHEREOF, the parties hereto have caused this 2001
         Amendment and Restatement to be duly executed by their duly authorized
         officers, all as of the date and year first above written.


                                COX COMMUNICATIONS, INC.,

                                   by /s/Jimmy Hayes
                                     ---------------------------------
                                    Name:  Jimmy Hayes
                                    Title: Executive Vice President, Finance and
                                           Administration and Chief Financial
                                           Officer


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