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                                                                    Exhibit 10.2
                  EXECUTION COPY


                    FIRST AMENDMENT (this "Amendment") dated as of June 29, 2001
               in  respect  of  the  FIVE-YEAR  CREDIT  AGREEMENT  dated  as  of
               September   26,  2000  (the   "Credit   Agreement"),   among  Cox
               Communications,  Inc., the banks party thereto (the "Banks"), The
               Chase Manhattan Bank, as  administrative  agent,  The Bank of New
               York and Wachovia  Bank,  N.A., as  co-documentation  agents (the
               "Documentation Agents") and Bank of America, N.A., as syndication
               agent (the "Syndication Agent").

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

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

                    SECTION 1. (a)  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."

                         (ii)   Deleting   the   definition   of   "Banks"   and
                    substituting 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."
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                         (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 outstanding  voting power
                    represented  by all the  outstanding  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
                    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
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                    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 administrators,  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 "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."

                         (vii) Deleting the  definition of "Leverage  Ratio" and
                    substituting therefor the following:

                         ""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
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                    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."

                    (b)  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.

                    (c)  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.

                    (d)  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.

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                    (e) 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"

                    (f)  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.

                    (g) 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.

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

                         (i) Deleting the words in parentheses in subsection (a)
                    thereof.

                         (ii)  Deleting  the first  sentence of  subsection  (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
                    Bank  Affiliates,  assignment of the 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."

               (i) 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".

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

               (a)  This  Amendment  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
          Amendment,  no  Default  or  Event  of  Default  has  occurred  and is
          continuing and the  representations  and  warranties  contained in the
          Credit Agreement,  as amended by this Amendment,  are true and correct
          in all material respects as if made on the date hereof.

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

               (a)  the  Administrative   Agent  shall  have  received  executed
          counterparts of this Amendment  which,  when taken together,  bear the
          signatures of the Company and the Majority Banks; and

               (b) 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.

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

               SECTION  4.  Counterparts.  This  Amendment  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 Amendment.

               SECTION 5.  APPLICABLE  LAW. This Amendment shall be deemed to be
          an agreement executed by the Company,  the  Administrative  Agent, the
          Documentation  Agents,  the  Syndication  Agent and the Majority 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, 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 by this
          Amendment.

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               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 Amendment,  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 Amendment.



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                  IN WITNESS WHEREOF, the parties hereto have caused this
         Amendment 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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