Exhibit 4.1


                                           REGISTRATION RIGHTS AGREEMENT

     THIS REGISTRATION  RIGHTS AGREEMENT is made and entered into as of February
23, 2001 by and between Cox  Communications,  Inc., a Delaware  corporation (the
"Company"),  and Salomon Smith Barney Inc.,  Merrill Lynch & Co., Merrill Lynch,
Pierce,  Fenner & Smith  Incorporated,  Banc of America  Securities  LLC, Credit
Suisse First Boston  Corporation,  Morgan Stanley & Co.  Incorporated,  ABN AMRO
Rothschild LLC, Fleet Securities, Inc., J.P. Morgan Securities Inc. and SG Cowen
Securities Corporation (collectively, the "Initial Purchasers"), pursuant to the
Purchase  Agreement,  dated as of February 15, 2001 (the "Purchase  Agreement"),
between the Company and the Initial  Purchasers.  In order to induce the Initial
Purchasers  to enter into the  Purchase  Agreement,  the  Company  has agreed to
provide the  registration  rights set forth in this Agreement.  The execution of
this Agreement is a condition to the closing under the Purchase Agreement.

     The Company agrees with the Initial Purchasers,  (i) for the benefit of the
Initial  Purchasers and (ii) for the benefit of the beneficial owners (including
the Initial  Purchasers) from time to time of the Securities (as defined herein)
and the beneficial  owners from time to time of the Underlying  Common Stock (as
defined herein) issued upon conversion of the Securities  (each of the foregoing
a "Holder" and together the "Holders"), as follows:

     Section 1. Definitions.  Capitalized  terms used herein without  definition
shall have their  respective  meanings set forth in the Purchase  Agreement.  As
used in this Agreement, the following terms shall have the following meanings:

     "Affiliate" means, with respect to any specified person, an "affiliate," as
defined in Rule 144, of such person.

     "Amendment  Effectiveness  Deadline  Date"  has the  meaning  specified  in
Section 2(d) hereto.

     "Applicable  Conversion Price" means, as of any date of determination,  the
Applicable   Principal  Amount  per  $1,000  principal  amount  at  maturity  of
Securities as of such date of  determination  divided by the Conversion  Rate in
effect  as of  such  date  of  determination  or,  if  no  Securities  are  then
outstanding,  the Conversion  Rate that would be in effect were  Securities then
outstanding.

     "Applicable Principal Amount" means, as of any date of determination,  with
respect to each $1,000 principal  amount at maturity of Securities,  (i) the sum
of the  initial  Issue Price (as defined in the  Indenture)  of such  Securities
($695.03) plus accrued  original issue discount with respect to such  Securities
through  such  date  of  determination,  or  (ii)  if  no  Securities  are  then
outstanding, such sum calculated as if such Securities were then outstanding, or
(iii)  following the conversion of the  Securities to  semi-annual  coupon notes
after a Tax Event (as defined in the Indenture),  the Restated  Principal Amount
(as defined in the Indenture).
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     "Business Day" means each Monday, Tuesday,  Wednesday,  Thursday and Friday
that is not a day on  which  banking  institutions  in The  City of New York are
authorized or obligated by law or executive order to close.

     "Common  Stock" means any shares of Class A common  stock,  par value $1.00
per share,  of the  Company as it exists on the date of this  Agreement  and any
other shares of Capital  Stock (as defined in Section 101 of the  Indenture)  of
the  Company  into which the Common  Stock  shall be  reclassified  or  changed,
including the Underlying Common Stock.

     "Conversion Rate" has the meaning assigned to that term in the Indenture.

     "Damages Accrual Period" has the meaning specified in Section 2(e) hereof.

     "Damages  Payment Date" means each February 23 and August 23 in the case of
Securities and the Underlying Common Stock.

     "Deferral Notice" has the meaning specified in Section 3(i) hereof.

     "Deferral Period" has the meaning specified in Section 3(i) hereof.

     "Effectiveness  Deadline  Date" has the meaning  specified  in Section 2(a)
hereof.

     "Effectiveness  Period"  means the  period  of two years  from the date the
Shelf  Registration  Statement is declared effective or such shorter period that
will terminate  upon the earliest of the following:  (A) when all the Securities
covered by the Shelf Registration Statement have been sold pursuant to the Shelf
Registration  Statement,  (B)  when all  shares  of  Common  Stock  issued  upon
conversion of any such  Securities  that had not been sold pursuant to the Shelf
Registration  Statement  have  been  sold  pursuant  to the  Shelf  Registration
Statement  and (C) when, in the written  opinion of counsel to the Company,  all
outstanding  Registrable  Securities held by persons which are not affiliates of
the Company may be resold without registration under the Securities Act pursuant
to Rule 144(k) under the Securities Act or any successor provision thereto.

     "Event" has the meaning specified in Section 2(e) hereof.

     "Event Termination Date" has the meaning specified in Section 2(e) hereof.

     "Event Date" has the meaning specified in Section 2(e) hereof.

     "Exchange Act" means the Securities  Exchange Act of 1934, as amended,  and
the rules and regulations of the SEC promulgated thereunder.

     "Filing Deadline Date" has the meaning specified in Section 2(a) hereof.

     "Holder"  has  the  meaning  specified  in the  second  paragraph  of  this
Agreement.

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     "Indenture"  means the  Indenture  dated as of June 27,  1995  between  the
Company and the Trustee,  as amended and supplemented by the Fourth Supplemental
Indenture  dated as of the date hereof  between  the  Company  and the  Trustee,
pursuant to which the Securities are being issued.

     "Initial  Purchasers"  has the meaning  specified in the first paragraph of
this agreement.

     "Initial Shelf Registration Statement" has the meaning specified in Section
2(a) hereof.

     "Issue Date" means February 23, 2001.

     "Liquidated  Damages  Amount" has the  meaning  specified  in Section  2(e)
hereof.

     "Material Event" has the meaning specified in Section 3(i) hereof.

     "Notice and Questionnaire"  means a written notice delivered to the Company
containing the information called for by the Selling  Securityholder  Notice and
Questionnaire  attached  as Annex A to the  Offering  Memorandum  of the Company
dated February 15, 2001 relating to the Securities.

     "Notice  Holder" means, on any date, any Holder that has delivered a Notice
and Questionnaire to the Company on or prior to such date.

     "Prospectus"  means the prospectus  included in any Registration  Statement
(including,   without  limitation,   a  prospectus  that  discloses  information
previously omitted from a prospectus filed as part of an effective  registration
statement in reliance upon Rule 430A  promulgated  under the Securities Act), as
amended or  supplemented  by any amendment or prospectus  supplement,  including
post-effective  amendments,  and all  materials  incorporated  by  reference  or
explicitly deemed to be incorporated by reference in such Prospectus.

     "Purchase  Agreement" has the meaning  specified in the first  paragraph of
this Agreement.

     "Record Holder" means, with respect to any Damages Payment Date relating to
any Securities or Underlying Common Stock on which any Liquidated Damages Amount
is payable, the registered holder of such Securities or Underlying Common Stock,
as the case may be, as of the fifteenth  day prior to such Damages  Payment Date
or, if all Events giving rise to the  Liquidated  Damages Amount payable on such
Damages  Payment  Date have been cured and no such Event is  continuing  on such
date, as of the date on which the last such Event was cured.

     "Registrable  Securities"  means the Securities  and the Underlying  Common
Stock, until such securities have been converted or exchanged, and, at all times
subsequent to any such conversion or exchange,  any securities into or for which
such securities  have been converted or exchanged,  and any security issued with
respect thereto upon any event described in Section 306 of the Indenture until,

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<PAGE>

in the case of any such security, the earliest of (i) its effective registration
under  the  Securities  Act and  resale  in  accordance  with  the  Registration
Statement  covering  it, (ii)  expiration  of the  holding  period that would be
applicable  thereto  under Rule 144(k) were it not held by an  Affiliate  of the
Company or (iii) its sale to the public pursuant to Rule 144.

     "Registration Expenses" means the expenses referred to in Section 5 hereof.

     "Registration  Statement" means any  registration  statement of the Company
that covers any of the Registrable Securities pursuant to the provisions of this
Agreement,  including  the  Prospectus,   amendments  and  supplements  to  such
registration statement,  including post-effective  amendments, all exhibits, and
all materials  incorporated by reference or explicitly deemed to be incorporated
by reference in such registration statement.

     "Representatives"  means  Salomon  Smith  Barney Inc.  and  Merrill  Lynch,
Pierce, Fenner & Smith Incorporated.

     "Restricted Securities" has the meaning assigned to that term in Rule 144.

     "Rule  144" means Rule 144 under the  Securities  Act,  as such Rule may be
amended from time to time, or any similar rule or regulation  hereafter  adopted
by the SEC.

     "Rule 144A" means Rule 144A under the  Securities  Act, as such Rule may be
amended from time to time, or any similar rule or regulation  hereafter  adopted
by the SEC.

     "SEC" means the U.S.  Securities and Exchange  Commission and any successor
agency.

     "Securities"  means the Convertible Senior Notes due 2021 of the Company to
be purchased pursuant to the Purchase Agreement.

     "Securities  Act" means the  Securities  Act of 1933,  as amended,  and the
rules and regulations promulgated by the SEC thereunder.

     "Shelf  Registration  Statement" has the meaning  specified in Section 2(a)
hereof.

     "Subsequent  Shelf  Registration  Statement"  has the meaning  specified in
Section 2(b) hereof.

     "TIA" means the Trust Indenture Act of 1939, as amended.

     "Trustee"  means  The Bank of New York (or any  successor  entity),  as the
Trustee under the Indenture.

     "Underlying  Common Stock" means the Common Stock into which the Securities
are convertible or issued upon any such conversion.

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<PAGE>

     Section 2. Shelf  Registration.  (a) The Company  shall prepare and file or
cause to be prepared and filed with the SEC, as soon as  practicable  but in any
event by the date (the "Filing  Deadline Date") ninety (90) days after the Issue
Date,  a  Registration  Statement  for an  offering  to be made on a delayed  or
continuous  basis  pursuant  to  Rule  415  of  the  Securities  Act  (a  "Shelf
Registration  Statement")  registering  the resale  from time to time by Holders
thereof of all of the Registrable  Securities  (the "Initial Shelf  Registration
Statement").  The Initial Shelf  Registration  Statement shall be on Form S-3 or
another appropriate form permitting  registration of such Registrable Securities
for  resale by such  Holders in  accordance  with the  methods  of  distribution
elected  by the  Holders  and  set  forth  in  the  Initial  Shelf  Registration
Statement,  provided that in no event will such method(s) of  distribution  take
the form of an underwritten  offering of the Registrable  Securities without the
prior  agreement of the Company.  The Company  shall use  reasonable  efforts to
cause the Initial Shelf  Registration  Statement to be declared  effective under
the Securities  Act as promptly as is  practicable  but in any event by the date
(the  "Effectiveness  Deadline  Date") that is one hundred and eighty (180) days
after the Issue  Date,  and shall use best  efforts  to keep the  Initial  Shelf
Registration   Statement  (or  any  Subsequent  Shelf  Registration   Statement)
continuously  effective  under the  Securities  Act until the  expiration of the
Effectiveness  Period;  provided,  however,  that no Holder shall be entitled to
have the Registrable  Securities  held by it covered by such Shelf  Registration
Statement  unless such Holder shall have provided a Notice and  Questionnaire in
accordance  with Section 2(d) and is in  compliance  with Section 4. None of the
Company's  security  holders (other than the Holders of Registrable  Securities)
shall have the right to include  any of the  Company's  securities  in the Shelf
Registration  Statement,  except  that the  Company  may  include  in the  Shelf
Registration  Statement the shares of Common Stock  registrable  pursuant to the
Registration  Rights Agreement dated February 23, 2000 between the Company,  Cox
Enterprises, Inc. and the Initial Purchasers.

     (b) If the Initial Shelf  Registration  Statement or any  Subsequent  Shelf
Registration  Statement ceases to be effective for any reason at any time during
the  Effectiveness  Period  (other  than  because  all  Registrable   Securities
registered  thereunder  shall  have been sold  pursuant  thereto  or shall  have
otherwise  ceased  to be  Registrable  Securities),  the  Company  shall use its
reasonable best efforts to obtain the prompt  withdrawal of any order suspending
the  effectiveness  thereof,  and in any event shall within  thirty (30) days of
such  cessation of  effectiveness  amend the Shelf  Registration  Statement in a
manner reasonably  expected to obtain the withdrawal of the order suspending the
effectiveness  thereof,  or  file an  additional  Shelf  Registration  Statement
covering  all of  the  securities  that  as of  the  date  of  such  filing  are
Registrable  Securities (a  "Subsequent  Shelf  Registration  Statement").  If a
Subsequent  Shelf  Registration  Statement  is  filed,  the  Company  shall  use
reasonable  efforts to cause the  Subsequent  Shelf  Registration  Statement  to
become  effective as promptly as is practicable  after such filing and shall use
reasonable best efforts to keep such Subsequent Shelf Registration Statement (or
another Subsequent Shelf Registration  Statement)  continuously  effective until
the end of the Effectiveness Period.

     (c) The Company shall supplement and amend the Shelf Registration Statement
if  required  by  the  rules,  regulations  or  instructions  applicable  to the
registration form used by the Company for such Shelf Registration  Statement, if
required by the Securities Act or, to the extent to which the Company does not

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<PAGE>

reasonably  object, as reasonably  requested by the Initial Purchasers or by the
Trustee on behalf of the Notice Holders.

     (d) Each Holder of Registrable Securities agrees that if such Holder wishes
to sell Registrable  Securities  pursuant to a Shelf Registration  Statement and
related Prospectus,  it will do so only in accordance with this Section 2(d) and
Section 3(i). Each Holder of Registrable  Securities wishing to sell Registrable
Securities  pursuant to a Shelf  Registration  Statement and related  Prospectus
agrees to deliver a Notice and  Questionnaire  to the Company at least three (3)
Business Days prior to any intended distribution of Registrable Securities under
the Shelf  Registration  Statement.  From and after the date the  Initial  Shelf
Registration Statement is declared effective,  the Company shall, as promptly as
is practicable  after the date a Notice and  Questionnaire is delivered,  and in
any event  within seven (7)  Business  Days after such date,  (i) if required by
applicable  law,  file  with the SEC a  post-effective  amendment  to the  Shelf
Registration  Statement or prepare and, if required by  applicable  law,  file a
supplement  to the  related  Prospectus  or a  supplement  or  amendment  to any
document  incorporated  therein by reference or file any other required document
so that the  Holder  delivering  such  Notice  and  Questionnaire  is named as a
selling  security  holder in the Shelf  Registration  Statement  and the related
Prospectus in such a manner as to permit such Holder to deliver such  Prospectus
to purchasers of the  Registrable  Securities in accordance  with applicable law
and,  if  the  Company  shall  file a  post-effective  amendment  to  the  Shelf
Registration  Statement,  use  reasonable  efforts to cause such  post-effective
amendment to be declared  effective  under the  Securities Act as promptly as is
practicable, but in any event by the date (the "Amendment Effectiveness Deadline
Date") that is sixty (60) days after the date such  post-effective  amendment is
required  by this clause to be filed;  (ii)  provide  such Holder  copies of any
documents  filed  pursuant to Section  2(d)(i);  and (iii) notify such Holder as
promptly as practicable after the effectiveness  under the Securities Act of any
post-effective  amendment filed pursuant to Section 2(d)(i);  provided,  that if
such Notice and Questionnaire is delivered during a Deferral Period, the Company
shall so inform the Holder  delivering such Notice and  Questionnaire  and shall
take the actions set forth in clauses (i), (ii) and (iii) above upon  expiration
of the Deferral Period in accordance with Section 3(i), provided,  further, that
if, under applicable law, the Company has more than one option as to the type or
manner of making any such filing, it will make the required filing or filings in
the manner or of a type that is  reasonably  expected to result in the  earliest
availability of the Prospectus for effecting resales of Registrable  Securities.
Notwithstanding  anything contained herein to the contrary, the Company shall be
under no  obligation to name any Holder that is not a Notice Holder as a selling
security holder in any Registration  Statement or related Prospectus;  provided,
however, that any Holder that becomes a Notice Holder pursuant to the provisions
of this Section 2(d) (whether or not such Holder was a Notice Holder at the time
the Registration  Statement was declared  effective) shall be named as a selling
security  holder  in  the  Registration   Statement  or  related  Prospectus  in
accordance with the requirements of this Section 2(d).

     (e) The parties  hereto  agree that the Holders of  Registrable  Securities
will suffer  damages,  and that it would not be feasible to ascertain the extent
of such damages with precision,  if (i) the Initial Shelf Registration Statement
has not been filed on or prior to the Filing  Deadline  Date,  (ii) the  Initial
Shelf  Registration   Statement  has  not  been  declared  effective  under  the
Securities Act on or prior to the Effectiveness Deadline Date, (iii) the Company
has failed to perform its  obligations  set forth in Section 2(d) hereof  within
the time periods required  therein,  or (iv) the aggregate  duration of Deferral
Periods in any period  exceeds the number of days  permitted  in respect of such
period  pursuant to Section 3(i) hereof (each of the events of a type  described
in any of the foregoing  clauses (i) through (iv) are  individually  referred to
herein as an "Event,"  and the Filing  Deadline  Date in the case of clause (i),
the  Effectiveness  Deadline Date in the case of clause (ii),  the date by which
the Company is required to perform its  obligations set forth in Section 2(d) in
the case of clause (iii) (including the filing of any post-effective amendment

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prior to the Amendment  Effectiveness  Deadline Date), and the date on which the
aggregate  duration of Deferral Periods in any period exceeds the number of days
permitted by Section 3(i) hereof in the case of clause (iv),  being  referred to
herein as an "Event Date").  Events shall be deemed to continue until the "Event
Termination  Date,"  which  shall be the  following  dates  with  respect to the
respective types of Events: the date the Initial Shelf Registration Statement is
filed in the case of an Event of the type  described in clause (i); the date the
Initial Shelf Registration  Statement is declared effective under the Securities
Act in the case of an Event of the type  described in clause (ii);  the date the
Company  performs  its  obligations  set forth in Section 2(d) in the case of an
Event of the type described in clause (iii) (including,  without limitation, the
date the relevant  post-effective  amendment to the Shelf Registration Statement
is declared effective under the Securities Act); and termination of the Deferral
Period that caused the limit on the aggregate  duration of Deferral Periods in a
period set forth in Section 3(i) to be exceeded in the case of the  commencement
of an Event of the type described in clause (iv).

     Accordingly,  commencing  on (and  including)  any Event Date and ending on
(but  excluding)  the next date on which there are no Events that have  occurred
and are continuing (a "Damages Accrual  Period"),  the Company agrees to pay, as
liquidated  damages  and not as a penalty,  an amount (the  "Liquidated  Damages
Amount"),  payable  on the  Damages  Payment  Dates to  Record  Holders  of then
outstanding  Securities that are Registrable  Securities and of then outstanding
shares of Underlying  Common Stock issued upon conversion of Securities that are
Registrable  Securities,  as the case may be, accruing, for each portion of such
Damages Accrual Period beginning on and including a Damages Payment Date (or, in
respect of the first time that the  Liquidation  Damages Amount is to be paid to
Holders  on a  Damages  Payment  Date  as a  result  of  the  occurrence  of any
particular  Event, from the Event Date) and ending on but excluding the first to
occur of (A) the date on which the Damages  Accrual  Period ends or (B) the next
Damages  Payment Date, at a rate per annum equal to  one-quarter  of one percent
(0.25%) for the first ninety (90) day period from the Event Date, and thereafter
at a rate per annum equal to one-half  of one  percent  (0.5%) of the  aggregate
Applicable  Principal  Amount of such  Securities  and the aggregate  Applicable
Conversion Price of such shares of Underlying  Common Stock, as the case may be,
in each case  determined as of the Business Day  immediately  preceding the next
Damages Payment Date; provided that in the case of a Damages Accrual Period that
is in  effect  solely as a result  of an Event of the type  described  in clause
(iii) of the immediately  preceding  paragraph,  such Liquidated  Damages Amount
shall be paid only to the Holders that have delivered Notice and  Questionnaires
that caused the Company to incur the  obligations  set forth in Section 2(d) the
non-performance  of which is the basis of such Event;  provided further that any
Liquidated  Damages  Amount  accrued with respect to any  Securities  or portion
thereof called for redemption on a redemption  date or converted into Underlying
Common Stock on a conversion date prior to the Damages  Payment Date,  shall, in
any such event,  be paid instead to the Holder who submitted such  Securities or
portion thereof for redemption or conversion on the applicable redemption date

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or conversion date, as the case may be, on such date (or promptly  following the
conversion date, in the case of conversion).  Notwithstanding the foregoing,  no
Liquidated Damages Amounts shall accrue as to any Registrable  Security from and
after the  earlier  of (x) the date  such  security  is no longer a  Registrable
Security and (y) expiration of the Effectiveness  Period. The rate of accrual of
the  Liquidated  Damages  Amount with respect to any period shall not exceed the
rate provided for in this paragraph  notwithstanding  the occurrence of multiple
concurrent Events. Following the cure of all Events requiring the payment by the
Company of Liquidated  Damages Amounts to the Holders of Registrable  Securities
pursuant to this Section,  the accrual of Liquidated  Damages Amounts will cease
(without in any way limiting the effect of any  subsequent  Event  requiring the
payment of  Liquidated  Damages  Amount by the  Company).  For the  avoidance of
doubt,  with respect to the payment of Liquidated  Damages  Amounts payable as a
result  of an  Event  occurring  after  the end of one or more  Damages  Accrual
Periods, such Liquidated Damages Amounts shall be calculated at a rate per annum
equal to one  quarter of one  percent  (0.25%)  for the first  ninety  (90) days
period  from such  Event  Date,  and  thereafter  at a rate per  annum  equal to
one-half of one percent  (0.5%) until the next Event  Termination  Date on which
there are no Events which have occurred and are continuing.

     The  Trustee  shall be  entitled,  on behalf of  Holders of  Securities  or
Underlying  Common Stock,  to seek any available  remedy for the  enforcement of
this  Agreement,  including for the payment of any  Liquidated  Damages  Amount.
Notwithstanding the foregoing,  the parties agree that the sole monetary damages
payable for a violation  of the terms of this  Agreement  with  respect to which
liquidated  damages are expressly  provided  shall be such  liquidated  damages.
Nothing shall preclude a Notice Holder or Holder of Registrable  Securities from
pursuing  or  obtaining  specific  performance  or other  equitable  relief with
respect to this Agreement.

     All of the  Company's  obligations  set forth in this Section 2(e) that are
outstanding  with respect to any Registrable  Security at the time such security
ceases to be a  Registrable  Security  shall survive until such time as all such
obligations   with  respect  to  such  security  have  been  satisfied  in  full
(notwithstanding termination of this Agreement pursuant to Section 8(k)).

     The parties hereto agree that the liquidated  damages  provided for in this
Section  2(e)  constitute  a  reasonable  estimate  of the  damages  that may be
incurred by Holders of  Registrable  Securities  by reason of the failure of the
Shelf Registration  Statement to be filed or declared effective or available for
effecting  resales of Registrable  Securities in accordance  with the provisions
hereof.

     Section 3.  Registration  Procedures.  In connection with the  registration
obligations of the Company under Section 2 hereof, the Company shall:

     (a)  Before  filing  any  Registration   Statement  or  Prospectus  or  any
amendments or supplements  thereto with the SEC, furnish to the  Representatives
copies of all such documents  proposed to be filed and use reasonable efforts to
reflect in each such  document  when so filed with the SEC such  comments as the
Representatives reasonably shall propose within

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     three  (3)   Business   Days  of  the   delivery  of  such  copies  to  the
     Representatives.

          (b) Prepare and file with the SEC such  amendments and  post-effective
     amendments to each Registration  Statement as may be necessary to keep such
     Registration  Statement  continuously effective until the expiration of the
     Effectiveness  Period;  cause the related  Prospectus to be supplemented by
     any required  Prospectus  supplement,  and as so  supplemented  to be filed
     pursuant to Rule 424 (or any similar  provisions  then in force)  under the
     Securities  Act;  and comply  with the  provisions  of the  Securities  Act
     applicable to it with respect to the disposition of all securities  covered
     by  such  Registration   Statement  during  the  Effectiveness   Period  in
     accordance with the intended  methods of disposition by the sellers thereof
     set forth in such  Registration  Statement as so amended or such Prospectus
     as so supplemented.

          (c) As promptly as  practicable  give notice to the Notice Holders and
     the  Representatives  (i)  when  any  Prospectus,   Prospectus  supplement,
     Registration  Statement  or  post-effective  amendment  to  a  Registration
     Statement has been filed with the SEC and,  with respect to a  Registration
     Statement or any post-effective  amendment, when the same has been declared
     effective, (ii) of any request,  following the effectiveness of the Initial
     Shelf  Registration  Statement  under the Securities Act, by the SEC or any
     other federal or state governmental authority for amendments or supplements
     to any  Registration  Statement  or related  Prospectus  or for  additional
     information, (iii) of the issuance by the SEC or any other federal or state
     governmental  authority of any stop order  suspending the  effectiveness of
     any  Registration  Statement  or  the  initiation  or  threatening  of  any
     proceedings  for that  purpose,  (iv) of the  receipt by the Company of any
     notification  with  respect  to  the  suspension  of the  qualification  or
     exemption from qualification of any of the Registrable  Securities for sale
     in any  jurisdiction or the initiation or threatening of any proceeding for
     such  purpose,  (v) of the  occurrence of (but not the nature of or details
     concerning)  a Material  Event  (provided,  however,  that no notice by the
     Company shall be required pursuant to this clause (v) in the event that the
     Company  either  promptly  files a  Prospectus  supplement  to  update  the
     Prospectus or a Form 8-K or other  appropriate  Exchange Act report that is
     incorporated by reference into the Registration Statement, which, in either
     case,  contains the  requisite  information  with respect to such  Material
     Event that results in such Registration  Statement no longer containing any
     untrue  statement  of material  fact or  omitting to state a material  fact
     necessary to make the statements contained therein not misleading) and (vi)
     of the  determination by the Company that a  post-effective  amendment to a
     Registration Statement will be filed with the SEC, which notice may, at the
     discretion of the Company (or as required pursuant to Section 3(i)),  state
     that it  constitutes a Deferral  Notice,  in which event the  provisions of
     Section 3(i) shall apply.

          (d) Use its  reasonable  best efforts to prevent the issuance,  and if
     issued,  to obtain the withdrawal of any order suspending the effectiveness
     of a  Registration  Statement  or  the  lifting  of any  suspension  of the
     qualification (or exemption from qualification) of any of the Registrable

                                        9
<PAGE>

     Securities for sale in any  jurisdiction  in which they have been qualified
     for sale, in either case at the earliest possible moment.

          (e) If  reasonably  requested  by the  Representatives  or any  Notice
     Holder,  promptly incorporate in a Prospectus  supplement or post-effective
     amendment   to  a   Registration   Statement   such   information   as  the
     Representatives  or such  Notice  Holder  shall,  on the basis of a written
     opinion  of  nationally-recognized  counsel  experienced  in such  matters,
     determine to be required to be included  therein by applicable law and make
     any required filings of such Prospectus  supplement or such  post-effective
     amendment;  provided,  that the  Company  shall not be required to take any
     actions under this Section 3(e) that are not, in the reasonable  opinion of
     counsel for the Company, in compliance with applicable law.

          (f) Promptly furnish to each Notice Holder and the Initial Purchasers,
     upon their request and without  charge,  at least one (1) conformed copy of
     the Registration  Statement and any amendment thereto,  including financial
     statements but excluding schedules, all documents incorporated or deemed to
     be incorporated  therein by reference and all exhibits (unless requested in
     writing to the Company by such Notice Holder or the Initial Purchasers,  as
     the case may be).

          (g) During the Effectiveness Period,  deliver to each Notice Holder in
     connection  with  any  sale  of  Registrable   Securities   pursuant  to  a
     Registration Statement, without charge, as many copies of the Prospectus or
     Prospectuses  relating  to  such  Registrable  Securities  (including  each
     preliminary  prospectus)  and any amendment or  supplement  thereto as such
     Notice  Holder may  reasonably  request;  and the Company  hereby  consents
     (except during such periods that a Deferral  Notice is outstanding  and has
     not  been  revoked)  to the use of such  Prospectus  or each  amendment  or
     supplement  thereto by each Notice Holder in  connection  with any offering
     and sale of the  Registrable  Securities  covered by such Prospectus or any
     amendment or supplement thereto in the manner set forth therein.

          (h)  Prior  to  any  public  offering  of the  Registrable  Securities
     pursuant to the Shelf  Registration  Statement,  use reasonable  efforts to
     register or qualify or cooperate with the Notice Holders in connection with
     the registration or qualification  (or exemption from such  registration or
     qualification) of such Registrable  Securities for offer and sale under the
     securities or Blue Sky laws of such jurisdictions  within the United States
     as any Notice Holder  reasonably  requests in writing (which request may be
     included in the Notice and Questionnaire);  prior to any public offering of
     the Registrable  Securities  pursuant to the Shelf Registration  Statement,
     use  its  reasonable  best  efforts  to  keep  each  such  registration  or
     qualification (or exemption  therefrom)  effective during the Effectiveness
     Period  in  connection   with  such  Notice  Holder's  offer  and  sale  of
     Registrable  Securities  pursuant to such registration or qualification (or
     exemption  therefrom) and do any and all other acts or things  necessary or
     advisable  to  enable  the  disposition  in  such   jurisdictions  of  such
     Registrable Securities in the manner set forth in the relevant Registration
     Statement and the related Prospectus; provided, that the Company will not

                                       10
<PAGE>

     be  required  to (i)  qualify  as a foreign  corporation  or as a dealer in
     securities in any jurisdiction  where it would not otherwise be required to
     qualify but for this  Agreement or (ii) take any action that would  subject
     it to  general  service  of  process  in suits or to  taxation  in any such
     jurisdiction where it is not then so subject.

          (i) Upon (A) the  issuance by the SEC of a stop order  suspending  the
     effectiveness  of the Shelf  Registration  Statement or the  initiation  of
     proceedings with respect to the Shelf Registration  Statement under Section
     8(d) or 8(e) of the Securities  Act, (B) the occurrence of any event or the
     existence  of any  fact (a  "Material  Event")  as a result  of  which  any
     Registration  Statement  shall  contain any untrue  statement of a material
     fact or omit to state any material  fact  required to be stated  therein or
     necessary to make the statements therein not misleading,  or any Prospectus
     shall contain any untrue  statement of a material fact or omit to state any
     material  fact  required  to be stated  therein  or  necessary  to make the
     statements therein, in the light of the circumstances under which they were
     made, not  misleading,  or (C) the occurrence or existence of any corporate
     development that, in the discretion of the Company, makes it appropriate to
     suspend  the  availability  of the  Shelf  Registration  Statement  and the
     related  Prospectus,  (i) in the case of clause (B)  above,  subject to the
     next sentence, as promptly as practicable prepare and file a post-effective
     amendment to such  Registration  Statement  or a supplement  to the related
     Prospectus  or any document  incorporated  therein by reference or file any
     other required  document that would be  incorporated by reference into such
     Registration  Statement and Prospectus so that such Registration  Statement
     does not contain any untrue  statement of a material  fact or omit to state
     any material  fact  required to be stated  therein or necessary to make the
     statements therein not misleading, and such Prospectus does not contain any
     untrue  statement  of a material  fact or omit to state any  material  fact
     required to be stated therein or necessary to make the statements  therein,
     in the  light  of  the  circumstances  under  which  they  were  made,  not
     misleading,  as thereafter  delivered to the purchasers of the  Registrable
     Securities  being sold  thereunder,  and,  in the case of a  post-effective
     amendment to a Registration  Statement,  subject to the next sentence,  use
     reasonable  efforts to cause it to be declared  effective as promptly as is
     reasonably practicable, and (ii) give notice to the Notice Holders that the
     availability of the Shelf Registration  Statement is suspended (a "Deferral
     Notice")  and,  upon receipt of any  Deferral  Notice,  each Notice  Holder
     agrees not to sell any Registrable  Securities pursuant to the Registration
     Statement until such Notice Holder's  receipt of copies of the supplemented
     or amended  Prospectus  provided  for in clause  (i) above,  or until it is
     advised in writing by the Company that the  Prospectus may be used, and has
     received  copies  of  any  additional  or  supplemental  filings  that  are
     incorporated or deemed  incorporated by reference in such  Prospectus.  The
     Company will use its reasonable  best efforts to ensure that the use of the
     Prospectus may be resumed (x) in the case of clause (A) above,  as promptly
     as is practicable,  (y) in the case of clause (B) above, as soon as, in the
     sole judgment of the Company,  public  disclosure  of such  Material  Event
     would not be prejudicial to or contrary to the interests of the Company or,
     if necessary to avoid unreasonable burden or expense, as soon as reasonably
     practicable thereafter and (z) in the case of clause (C) above, as soon as,
     in the discretion of the Company, such suspension is no longer appropriate.
     The period during which the availability of the Registration Statement and

                                       11
<PAGE>

     any Prospectus is suspended (the  "Deferral  Period"),  without the Company
     incurring any  obligation  to pay  liquidated  damages  pursuant to Section
     2(e),  shall not exceed  forty-five (45) days in any three (3) month period
     and ninety (90) days in any twelve (12) month period.

          (j)  If  reasonably   requested  in  writing  in  connection   with  a
     disposition of Registrable Securities pursuant to a Registration Statement,
     make reasonably  available for inspection during normal business hours by a
     representative  for the Notice Holders of such  Registrable  Securities and
     any  broker-dealers,  attorneys  and  accountants  retained  by such Notice
     Holders,  all relevant  financial and other  records,  pertinent  corporate
     documents and properties of the Company and its subsidiaries, and cause the
     appropriate  executive officers,  directors and designated employees of the
     Company and its subsidiaries to make available for inspection during normal
     business  hours  all  relevant  information  reasonably  requested  by such
     representative for the Notice Holders or any such broker-dealers, attorneys
     or  accountants  in connection  with such  disposition,  in each case as is
     customary for similar "due diligence" examinations; provided, however, that
     such  persons  shall  first  agree in  writing  with the  Company  that any
     information  that is reasonably and in good faith designated by the Company
     in writing as  confidential  at the time of  delivery  of such  information
     shall be kept confidential by such persons and shall be used solely for the
     purposes of exercising  rights under this Agreement,  unless (i) disclosure
     of such  information  is  required by court or  administrative  order or is
     necessary  to  respond  to  inquiries  of  regulatory   authorities,   (ii)
     disclosure of such information is required by law (including any disclosure
     requirements  pursuant to federal  securities laws), (iii) such information
     becomes  generally  available  to the  public  other  than as a result of a
     disclosure  or  failure  to  safeguard  by any  such  person  or (iv)  such
     information  becomes  available to any such person from a source other than
     the Company and such  source is not bound by a  confidentiality  agreement;
     and  provided  further,  that  the  foregoing  inspection  and  information
     gathering shall, to the greatest extent possible,  be coordinated on behalf
     of all the Notice  Holders and the other  parties  entitled  thereto by the
     counsel referred to in Section 5.

          (k) Comply with all  applicable  rules and  regulations of the SEC and
     make generally available to its  securityholders  earning statements (which
     need not be audited)  satisfying  the  provisions  of Section  11(a) of the
     Securities  Act and Rule 158  thereunder  (or any similar rule  promulgated
     under  the  Securities  Act) no  later  than 45 days  after  the end of any
     12-month  period (or 90 days after the end of any  12-month  period if such
     period is a fiscal  year)  commencing  on the first day of the first fiscal
     quarter  of  the  Company   commencing   after  the  effective  date  of  a
     Registration Statement, which statements shall cover said 12-month periods.

          (l) If any Registrable  Securities are not eligible for uncertificated
     delivery or a Notice Holder requires certificated delivery,  cooperate with
     each Notice Holder to  facilitate  the timely  preparation  and delivery of
     certificates   representing  Registrable  Securities  sold  pursuant  to  a
     Registration Statement, and cause such Registrable Securities to be in such

                                       12
<PAGE>

     denominations  as are  permitted by the  Indenture  and  registered in such
     names as such Notice  Holder may  request in writing at least two  Business
     Days prior to any sale of such Registrable Securities.

          (m) Provide a CUSIP number for all Registrable  Securities  covered by
     each  Registration  Statement  not later  than the  effective  date of such
     Registration  Statement and provide the Trustee for the  Securities and the
     transfer  agent  for  the  Securities  with  printed  certificates  for the
     Registrable  Securities  that are in a form  eligible  for deposit with The
     Depository Trust Company.

          (n) Use its reasonable best efforts to provide such  information as is
     required for any filings required to be made with the National  Association
     of Securities Dealers, Inc.

          (o) Upon (i) the filing of the Initial  Shelf  Registration  Statement
     and (ii) the  effectiveness  of the Initial Shelf  Registration  Statement,
     announce  the same,  in each case by  release  to  Business  Wire,  Reuters
     Economic Services or Bloomberg Business News.

          (p)  Enter  into such  customary  agreements  and take all such  other
     necessary  and lawful  actions in  connection  therewith  (including  those
     requested by the holders of a majority of the Registrable  Securities being
     sold) in order to expedite or facilitate  disposition  of such  Registrable
     Securities.

     Section 4. Holder's Obligations.  Each Holder agrees, by acquisition of the
Registrable  Securities,  that no  Holder  of  Registrable  Securities  shall be
entitled to sell any of such Registrable  Securities  pursuant to a Registration
Statement or to receive a Prospectus  relating  thereto,  unless such Holder has
furnished the Company with a Notice and  Questionnaire  as required  pursuant to
Section 2(d) hereof  (including the information  required to be included in such
Notice and  Questionnaire)  and the  information set forth in the next sentence.
Each Notice  Holder  agrees  promptly to furnish to the Company all  information
required to be disclosed in order to make the information  previously  furnished
to the Company by such Notice Holder not  misleading  and any other  information
regarding such Notice Holder and the distribution of such Registrable Securities
as  may  be  required  to be  disclosed  in  the  Registration  Statement  under
applicable  law or  pursuant  to SEC  comments  and  any  information  otherwise
required by the Company to comply with all applicable laws and regulations.

     Section  5.  Registration  Expenses.  The  Company  shall bear all fees and
expenses  incurred  in  connection  with the  performance  by the Company of its
obligations  under Sections 2 and 3 of this Agreement  whether or not any of the
Registration  Statements  are declared  effective.  Such fees and expenses shall
include,  without  limitation,  (i) all registration and filing fees (including,
without limitation, fees and expenses (x) with respect to filings required to be
made with the  National  Association  of  Securities  Dealers,  Inc.  and (y) of
compliance  with  federal  and  state  securities  or Blue Sky laws  (including,
without limitation,  fees and disbursements of the counsel specified in the next
sentence  in  connection  with  Blue  Sky   qualifications  of  the  Registrable
Securities  under the laws of such  jurisdictions  as the  Notice  Holders  of a
majority of the Registrable Securities being sold pursuant to a Registration

                                       13
<PAGE>

Statement may designate), (ii) printing expenses (including, without limitation,
expenses of printing certificates for Registrable  Securities in a form eligible
for deposit with The  Depository  Trust  Company),  (iii)  duplication  expenses
relating to copies of any Registration  Statement or Prospectus delivered to any
Holders  hereunder,  (iv) fees and  disbursements  of counsel for the Company in
connection with the Shelf Registration Statement, and (v) fees and disbursements
of the Trustee and its counsel and of the registrar  and transfer  agent for the
Common  Stock.  In  addition,  the Company  shall bear or  reimburse  the Notice
Holders  for the fees and  disbursements  of one firm of legal  counsel  for the
Holders,  which shall initially be Shearman & Sterling,  but which may, upon the
written  consent of the  Initial  Purchasers  (which  shall not be  unreasonably
withheld),  be another nationally  recognized law firm experienced in securities
law matters  designated by the Company.  In addition,  the Company shall pay the
internal expenses of the Company (including,  without  limitation,  all salaries
and expenses of officers and employees  performing legal or accounting  duties),
the expense of any annual  audit,  the fees and expenses  incurred in connection
with the listing of the  Registrable  Securities on any  securities  exchange on
which  similar  securities  of the  Company  are  then  listed  and the fees and
expenses of any person,  including  special  experts,  retained by the  Company.
Notwithstanding  the foregoing,  Notice Holders who sell Registrable  Securities
through a Registration  Statement shall pay all underwriting or broker discounts
or commissions incurred in connection with such sales of Registrable Securities.

     Section  6.  Indemnification;  Contribution.  (a)  The  Company  agrees  to
indemnify  and  hold  harmless  the  Initial   Purchasers  and  each  holder  of
Registrable  Securities  and each  person,  if any,  who  controls  the  Initial
Purchasers or any holder of Registrable  Securities within the meaning of either
Section 15 of the Securities Act or Section 20 of the Exchange Act, as follows:

          (i) against  any and all loss,  liability,  claim,  damage and expense
     whatsoever,  as  incurred,  arising out of any untrue  statement or alleged
     untrue statement of a material fact contained in the Registration Statement
     (or any amendment  thereto),  or the omission or alleged omission therefrom
     of a material fact  necessary in order to make the statements  therein,  in
     light of the  circumstances  under which they were made,  not misleading or
     arising  out of any untrue  statement  or  alleged  untrue  statement  of a
     material fact included in any preliminary  prospectus or the Prospectus (or
     any amendment or supplement  thereto),  or the omission or alleged omission
     therefrom  of a material  fact  necessary  in order to make the  statements
     therein,  in the light of the circumstances under which they were made, not
     misleading;

          (ii) against any and all loss,  liability,  claim,  damage and expense
     whatsoever,  as  incurred,  to the extent of the  aggregate  amount paid in
     settlement of any  litigation,  or any  investigation  or proceeding by any
     governmental  agency  or body,  commenced  or  threatened,  or of any claim
     whatsoever  based upon any such untrue  statement or omission,  or any such
     alleged  untrue  statement or omission,  provided  that (subject to Section
     6(d) below) any such  settlement is effected with the prior written consent
     of the Company; and

          (iii) against any and all expense  whatsoever,  as incurred (including
     the  fees  and   disbursements   of   counsel),   reasonably   incurred  in
     investigating, preparing or defending against any litigation, or any

                                       14
<PAGE>

     investigation or proceeding by any governmental  agency or body,  commenced
     or threatened, or any claim whatsoever based upon any such untrue statement
     or omission,  or any such  alleged  untrue  statement  or omission,  to the
     extent that any such expense is not paid under (i) or (ii) above;

provided,  however,  that this indemnity shall not apply to any loss, liability,
claim,  damage or expense to the extent  arising out of any untrue  statement or
omission or alleged  untrue  statement or omission  made in reliance upon and in
conformity with written information  furnished to the Company by or on behalf of
Initial  Purchasers  or  such  holder  of  Registrable  Securities  (which  also
acknowledges  the  indemnity  provisions  herein) and each  person,  if any, who
controls the Initial  Purchasers  or any such holder of  Registrable  Securities
expressly for use in the Registration  Statement (or any amendment thereto),  or
any  preliminary  prospectus or the  Prospectus  (or any amendment or supplement
thereto);  and provided,  further, that this indemnity agreement shall not apply
to any loss,  liability,  claim,  damage or expense (1) arising from an offer or
sale of Registrable Securities occurring during a Deferral Period, if a Deferral
Notice was given to such notice Holder in  accordance  with Section 8(c), or (2)
if the Holder fails to deliver at or prior to the written  confirmation of sale,
the most recent Prospectus, as amended or supplemented,  and such Prospectus, as
amended or supplemented,  corrected such untrue statement or omission or alleged
untrue  statement or omission of a material  fact and the  delivery  thereof was
required by law and would have  constituted  a complete  defense to the claim in
respect of such untrue  statement  or omission or alleged  untrue  statement  or
omission.

     (b) In connection with any Shelf Registration in which a holder, including,
without  limitation,  the  Initial  Purchasers,  of  Registrable  Securities  is
participating,  in furnishing information relating to such holder of Registrable
Securities  to the  Company in writing  expressly  for use in such  Registration
Statement,  any  preliminary  prospectus,  the  Prospectus or any  amendments or
supplements thereto, the holders of such Registrable Securities agree, severally
and not jointly,  to indemnify and hold harmless the Initial Purchasers and each
person, if any, who controls the Initial Purchasers within the meaning of either
Section  15 of the  Securities  Act or Section  20 of the  Exchange  Act and the
Company, and each person, if any, who controls the Company within the meaning of
either such  Section,  against any and all loss,  liability,  claim,  damage and
expense described in the indemnity  contained in subsection (a) of this Section,
as incurred, but only with respect to untrue statements or omissions, or alleged
untrue  statements  or  omissions,  made in the  Registration  Statement (or any
amendment  thereto),  or any  preliminary  prospectus or the  Prospectus (or any
amendment or supplement thereto) in reliance upon and in conformity with written
information  furnished  to  the  Company  by or on  behalf  of  such  holder  of
Registrable Securities (which also acknowledges the indemnity provisions herein)
and each person, if any, who controls any such holder of Registrable  Securities
expressly for use in the  Registration  Statement (or any amendment  thereto) or
such  preliminary  prospectus or the  Prospectus (or any amendment or supplement
thereto).

     Each of the Initial  Purchasers  agrees to indemnify  and hold harmless the
Company,  the holders of Registrable  Securities,  and each person,  if any, who
controls the Company or any holder of Registrable  Securities within the meaning
of either  Section 15 of the  Securities  Act or Section 20 of the  Exchange Act
against any and all loss, liability, claim, damage and expense described in the

                                       15
<PAGE>

indemnity  contained in subsection (a) of this Section 6, as incurred,  but only
with respect to untrue statements or omissions,  or alleged untrue statements or
omissions, made in the Registration Statement (or any amendment thereto), or any
preliminary  prospectus  or the  Prospectus  (or  any  amendment  or  supplement
thereto) in reliance upon and in conformity with written  information  furnished
to the Company by or on behalf of the Initial  Purchasers  expressly  for use in
the  Registration  Statement  (or any  amendment  thereto)  or such  preliminary
prospectus or the Prospectus (or any amendment or supplement thereto).

     (c) Each  indemnified  party shall give  notice as  promptly as  reasonably
practicable to each  indemnifying  party of any action  commenced  against it in
respect of which indemnity may be sought hereunder,  but failure to so notify an
indemnifying  party shall not relieve such indemnifying party from any liability
hereunder to the extent it is not materially  prejudiced as a result thereof and
in any event shall not relieve it from any liability which it may have otherwise
than  on  account  of  this  indemnity  agreement.  An  indemnifying  party  may
participate  at its own  expense in the  defense of any such  action;  provided,
however,  that  counsel to the  indemnifying  party shall not  (except  with the
consent of the indemnified  party) also be counsel to the indemnified  party. In
no event shall the indemnifying  parties be liable for fees and expenses of more
than one counsel  (in  addition to any local  counsel)  separate  from their own
counsel  for all  indemnified  parties  in  connection  with any one  action  or
separate but similar or related actions in the same jurisdiction  arising out of
the same general  allegations or  circumstances.  No  indemnifying  party shall,
without  the  prior  written  consent  of the  indemnified  parties,  settle  or
compromise  or  consent  to  the  entry  of any  judgment  with  respect  to any
litigation,  or any  investigation or proceeding by any  governmental  agency or
body,  commenced  or  threatened,  or any claim  whatsoever  in respect of which
indemnification  or  contribution  could be sought  under this  Section 6 hereof
(whether  or not  the  indemnified  parties  are  actual  or  potential  parties
thereto),  unless  such  settlement,  compromise  or  consent  (i)  includes  an
unconditional  release of each indemnified  party from all liability arising out
of such litigation, investigation, proceeding or claim and (ii) does not include
a statement as to or an admission of fault,  culpability  or a failure to act by
or on behalf of any indemnified party.

     (d)  If  at  any  time  an  indemnified   party  shall  have  requested  an
indemnifying  party to reimburse the indemnified  party for fees and expenses of
counsel,  such  indemnifying  party  agrees  that it  shall  be  liable  for any
settlement of the nature  contemplated by Section 6(a)(ii)  effected without its
written consent if (i) such settlement is entered into more than forty-five (45)
days after receipt by such indemnifying  party of aforesaid  request,  (ii) such
indemnifying party shall have received notice of the terms of such settlement at
least  thirty (30) days prior to such  settlement  being  entered into and (iii)
such  indemnifying  party shall not have  reimbursed such  indemnified  party in
accordance with such request prior to the date of such settlement.

     (e) If the indemnification provided for in this Section 6 is for any reason
unavailable to or insufficient to hold harmless an indemnified  party in respect
of any losses,  liabilities,  claims,  damages or expenses  referred to therein,
then each  indemnifying  party shall  contribute to the aggregate amount of such
losses,  liabilities,  claims, damages and expenses incurred by such indemnified
party, as incurred, in such proportion as is appropriate to reflect the relative
fault  of  the  indemnifying  party  or  parties  on  the  one  hand  and of the
indemnified party on the other hand in connection with the statements or

                                       16
<PAGE>

omissions  which  resulted  in such  losses,  liabilities,  claims,  damages  or
expenses, as well as any other relevant equitable considerations.

     The  relative  fault of the  Company on the one hand and the holders of the
Registrable  Securities  or the  Initial  Purchasers  on the other hand shall be
determined  by  reference  to,  among other  things,  whether any such untrue or
alleged untrue  statement of a material fact or omission or alleged  omission to
state a material fact relates to  information  supplied by the Company or by the
holder of the Registrable  Securities or the Initial Purchasers and the parties'
relative intent, knowledge,  access to information and opportunity to correct or
prevent such statement or omission.

     The  parties  hereto  agree  that it  would  not be just and  equitable  if
contribution  pursuant  to  this  Section  6(e)  were  determined  by  pro  rata
allocation or by any other method of  allocation  which does not take account of
the  equitable  considerations  referred  to above  in this  Section  6(e).  The
aggregate amount of losses, liabilities,  claims, damages, and expenses incurred
by an  indemnified  party and  referred to above in this  Section  6(e) shall be
deemed  to  include  any legal or other  expenses  reasonably  incurred  by such
indemnified  party  in   investigating,   preparing  or  defending  against  any
litigation,  or any  investigation or proceeding by any  governmental  agency or
body,  commenced  or  threatened,  or any claim  whatsoever  based upon any such
untrue or alleged untrue statement or omission or alleged omission.

     Notwithstanding the provisions of this Section 6, neither the holder of any
Registrable  Securities  nor  the  Initial  Purchasers,  shall  be  required  to
indemnify  or  contribute  any amount in excess of the amount by which the total
price at which the  Registrable  Securities  sold by such holder of  Registrable
Securities or  underwritten by the Initial  Purchasers,  as the case may be, and
distributed  to the public were offered to the public  exceeds the amount of any
damages that such holder of Registrable Securities or the Initial Purchasers has
otherwise  been  required  to pay by reason of such  untrue  or  alleged  untrue
statement or omission or alleged omission.

     No person  guilty of  fraudulent  misrepresentation  (within the meaning of
Section 11(f) of the Securities Act) shall be entitled to contribution  from any
person who was not guilty of such fraudulent misrepresentation.

     For purposes of this Section  6(e),  each person,  if any, who controls the
Initial Purchasers or any holder of Registrable Securities within the meaning of
Section 15 of the  Securities  Act or Section 20 of the  Exchange Act shall have
the same rights to  contribution as the Initial  Purchasers or such holder,  and
each person,  if any, who controls the Company  within the meaning of Section 15
of the  Securities  Act or  Section 20 of the  Exchange  Act shall have the same
rights to contribution as the Company.

     Section 7. Information Requirements.  (a) The Company covenants that, if at
any time before the end of the Effectiveness  Period, the Company is not subject
to the reporting  requirements  of the Exchange Act, it will  cooperate with any
Holder of Registrable  Securities and take such further reasonable action as any
Holder of Registrable Securities may reasonably request in writing (including,

                                       17
<PAGE>

without  limitation,  making such reasonable  representations as any such Holder
may reasonably request),  all to the extent required from time to time to enable
such  Holder  to sell  Registrable  Securities  without  registration  under the
Securities Act within the limitation of the exemptions  provided by Rule 144 and
Rule 144A under the  Securities  Act and  customarily  taken in connection  with
sales  pursuant to such  exemptions.  Upon the written  request of any Holder of
Registrable  Securities,  the  Company  shall  deliver to such  Holder a written
statement as to whether it has complied  with such filing  requirements,  unless
such a statement has been included in the Company's most recent report  required
to be filed and filed  pursuant to Section 13 or Section  15(d) of Exchange Act.
Notwithstanding  the  foregoing,  nothing  in this  Section 7 shall be deemed to
require  the Company to register  any of its  securities  (other than the Common
Stock) under any section of the Exchange Act.

     Section 8. Miscellaneous.

     (a) No Conflicting Agreements. The Company is not, as of the date hereof, a
party to, nor shall it, on or after the date of this Agreement,  enter into, any
agreement with respect to its securities  that conflicts with the rights granted
to the  Holders  of  Registrable  Securities  in  this  Agreement.  The  Company
represents  and warrants that the rights  granted to the Holders of  Registrable
Securities  hereunder do not in any way conflict with the rights  granted to the
holders of the Company's securities under any other agreements.  Notwithstanding
the foregoing, the Initial Purchasers acknowledge that the Company is obligated,
and may  obligate  itself  from  time to time in the  future,  to  register  its
securities for other holders.

     (b) Amendments and Waivers. The provisions of this Agreement, including the
provisions of this sentence, may not be amended,  modified or supplemented,  and
waivers or consents to departures  from the provisions  hereof may not be given,
unless the Company has obtained the written  consent of Holders of a majority of
the then outstanding Underlying Common Stock constituting Registrable Securities
(with  Holders of  Securities  deemed to be the  Holders,  for  purposes of this
Section,  of the number of  outstanding  shares of Underlying  Common Stock into
which such Securities are or would be convertible or exchangeable as of the date
on which such consent is requested).  Notwithstanding the foregoing, a waiver or
consent to depart  from the  provisions  hereof  with  respect to a matter  that
relates  exclusively  to the rights of Holders of Registrable  Securities  whose
securities are being sold pursuant to a Registration Statement and that does not
directly  or  indirectly  adversely  affect  the  rights  of  other  Holders  of
Registrable  Securities  may be given by Holders  of at least a majority  of the
Registrable  Securities being sold by such Holders pursuant to such Registration
Statement;  provided  that the  provisions  of this sentence may not be amended,
modified,  or  supplemented  except in  accordance  with the  provisions  of the
immediately   preceding   sentence.   Each  Holder  of  Registrable   Securities
outstanding at the time of any such amendment, modification,  supplement, waiver
or consent or  thereafter  shall be bound by any such  amendment,  modification,
supplement, waiver or consent effected pursuant to this Section 8(b), whether or
not any notice,  writing or marking  indicating  such  amendment,  modification,
supplement,  waiver or  consent  appears  on the  Registrable  Securities  or is
delivered to such Holder.

                                       18
<PAGE>

     (c) Notices. All notices and other communications provided for or permitted
hereunder shall be made in writing by hand delivery,  by telecopier,  by courier
guaranteeing   overnight   delivery  or  by  first-class  mail,  return  receipt
requested,  and shall be deemed given (i) when made,  if made by hand  delivery,
(ii) upon confirmation,  if made by telecopier, (iii) one (1) Business Day after
being deposited with such courier,  if made by overnight  courier or (iv) on the
date  indicated on the notice of receipt,  if made by  first-class  mail, to the
parties as follows:

     (w) if to a Holder of Registrable  Securities,  at the most current address
given by such  Holder  to the  Company  in a  Notice  and  Questionnaire  or any
amendment thereto;

     (x) if to the Company, to:

         Cox Communications, Inc.
         1400 Lake Hearn Drive, N.E.
         Atlanta, GA  30319
         Attention: Mark W. Major
         Telephone : (404) 843-5447
         Facsimile: (404) 843-5939

         with a copy to:

         Dow, Lohnes & Albertson PLLC
         1200 New Hampshire Avenue
         Suite 800
         Washington, DC 20036
         Attention:  Stuart A. Sheldon
         Telephone:  202-776-2527
         Facsimile:  202-776-2222

         and

     (y) if to the Initial Purchasers, to:

         Salomon Smith Barney Inc.
         388 Greenwich Street
         New York, NY  10013
         Attention: General Counsel
         Facsimile: (212) 816-7912

         and to

         Merrill Lynch & Co.,
         Merrill Lynch, Pierce, Fenner & Smith Incorporated
         World Financial Center
         North Tower
         250 Vesey Street
         New York, NY  10281
         Attention:  Syndicate Department
         Facsimile:  (212) 738-1069

                                       19

<PAGE>

or to such other address as such person may have  furnished to the other persons
identified in this Section 8(c) in writing in accordance herewith.

     (d)  Approval of Holders.  Whenever the consent or approval of Holders of a
specified  percentage  of  Registrable  Securities  is required  hereunder,  the
Registrable  Securities  held by the Company or its  affiliates (as such term is
defined in Rule 405 under the Securities Act) (other than the Initial Purchasers
or subsequent  Holders of Registrable  Securities if such subsequent Holders are
deemed  to be such  affiliates  solely  by  reason  of  their  holdings  of such
Registrable Securities) shall not be counted in determining whether such consent
or approval was given by the Holders of such required percentage.

     (e)  Successors and Assigns.  This Agreement  shall inure to the benefit of
and be binding  upon the  successors,  assigns  and  transferees  of each of the
parties,  including,  without  limitation  and  without  the need for an express
assignment,  subsequent Holders; provided that nothing herein shall be deemed to
permit any assignment,  transfer or other disposition of Registrable  Securities
in  violation of the terms of the Purchase  Agreement or the  Indenture.  If any
transferee of any Holder shall acquire  Registrable  Securities,  in any manner,
whether by operation of law or otherwise,  such Registrable  Securities shall be
held  subject to all of the terms of this  Agreement,  and by taking and holding
such Registrable  Securities,  such person shall be conclusively  deemed to have
agreed to be bound by and to  perform  all of the terms and  provisions  of this
Agreement and such person shall be entitled to receive the benefits hereof.  The
Initial  Purchasers  (in their  capacity  as Initial  Purchasers)  shall have no
liability or  obligation to the Company with respect to any failure by any other
Holder  to  comply  with,  or any  breach by any  other  Holder  of,  any of the
obligations of such other Holder under this Agreement.

     (f)  Counterparts.  This  Agreement  may  be  executed  in  any  number  of
counterparts and by the parties hereto in separate  counterparts,  each of which
when so executed  shall be deemed to be original and all of which taken together
shall constitute one and the same agreement.

     (g)  Headings.  The  headings  in this  Agreement  are for  convenience  of
reference only and shall not limit or otherwise affect the meaning hereof.

     (h)  Governing  Law. THIS  AGREEMENT  SHALL BE GOVERNED BY AND CONSTRUED IN
ACCORDANCE WITH THE LAW OF THE STATE OF NEW YORK, WITHOUT REGARD TO CONFLICTS OF
LAWS PRINCIPLES THEREOF.

     (i) Severability.  If any term, provision,  covenant or restriction of this
Agreement is held to be invalid,  illegal, void or unenforceable,  the remainder
of the terms,  provisions,  covenants  and  restrictions  set forth herein shall
remain in full  force and effect and shall in no way be  affected,  impaired  or
invalidated thereby, and the parties hereto shall use their best efforts to find
and employ an alternative means to achieve the same or substantially the same

                                       20
<PAGE>

result as that contemplated by such term, provision, covenant or restriction, it
being  intended  that all of the rights and  privileges  of the parties shall be
enforceable to the fullest extent permitted by law.

     (j) Entire Agreement.  This Agreement is intended by the parties as a final
expression  of their  agreement  and is intended to be a complete and  exclusive
statement of the agreement and understanding of the parties hereto in respect of
the subject matter contained  herein and the registration  rights granted by the
Company with respect to the  Registrable  Securities.  Except as provided in the
Purchase  Agreement,  there  are  no  restrictions,   promises,   warranties  or
undertakings,  other than those set forth or referred to herein, with respect to
the  registration  rights granted by the Company with respect to the Registrable
Securities.  This  Agreement  supersedes all prior  agreements and  undertakings
among the parties with respect to such registration rights.

     (k)  Termination.  This  Agreement  and  the  obligations  of  the  parties
hereunder  shall  terminate  upon the  expiration of the  Effectiveness  Period,
except for any  liabilities or  obligations  under Sections 4, 5 or 6 hereof and
the  obligations  to make payments of and provide for  liquidated  damages under
Section  2(e) hereof to the extent such  damages  accrue prior to the end of the
Effectiveness  Period,  each of which shall remain in effect in accordance  with
its terms.

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                                       21

<PAGE>





                  IN  WITNESS   WHEREOF,   the  parties   have   executed   this
Registration Rights Agreement as of the date first written above.


Cox Communications, Inc.


By: /s/ Mark W. Major
      -----------------
Name:   Mark W. Major
Title:  Treasurer


Confirmed and accepted as of the date first above written:

SALOMON SMITH BARNEY INC.
MERRILL LYNCH & CO.
MERRILL LYNCH, PIERCE, FENNER & SMITH
                INCORPORATED
BANC OF AMERICA SECURITIES LLC
CREDIT SUISSE FIRST BOSTON CORPORATION
MORGAN STANLEY & CO. INCORPORATED
ABN AMRO ROTHSCHILD LLC
FLEET SECURITIES, INC.
J.P. MORGAN SECURITIES INC.
SG COWEN SECURITIES CORPORATION



By:  Salomon Smith Barney Inc.


By:  /s/ Tristram E. Collins
     ------------------------------
     Name: Tristram E. Collins
     Title: Director



By:  Merrill Lynch, Pierce, Fenner & Smith
                  Incorporated


By:  /s/ Eric Federman
     ------------------------------
     Name: Eric Federman
     Title: Director