Exhibit 4.2

                          REGISTRATION RIGHTS AGREEMENT

     THIS REGISTRATION  RIGHTS AGREEMENT is made and entered into as of February
23, 2001 by and between  Cox  Enterprises,  Inc.,  a Delaware  corporation  (the
"Company"),  Cox  Communications,  Inc.,  a Delaware  corporation  ("CCI"),  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 and CCI have 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 and CCI agree 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
CCI Common Stock (as defined  herein)  delivered upon exchange 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) hereof.

     "Applicable Exchange Price" means, as of any date of determination,  $1,000
divided by the Exchange Rate in effect as of such date of  determination  or, if
no Securities  are then  outstanding,  the Exchange Rate that would be in effect
were Securities then outstanding.

     "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.

     "CCI  Common  Stock"  means any shares of Class A common  stock,  par value
$1.00 per share, of CCI 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 CCI into
which the CCI Common  Stock  shall be  reclassified  or changed,  including  the
Underlying CCI Common Stock.

<PAGE>


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

     "Damages  Payment Date" means each February 15 and August 15 in the case of
Securities and the Underlying CCI 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  that will  terminate  upon the
earlier of the  following:  (A) when all shares of  Underlying  CCI Common Stock
covered by the Shelf Registration Statement have been sold pursuant to the Shelf
Registration  Statement,  and (B) when no  Securities  are  outstanding,  in the
written opinion of counsel to CCI, all outstanding  Registrable  Securities held
by persons which are not  affiliates of CCI may be resold  without  registration
under the Securities Act pursuant to Rule 144(k) under the Securities Act or any
successor provision thereto.

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

     "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.

     "Indenture"  means the Indenture  dated as of February 22, 2000 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.

<PAGE>

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

     "Notice and Questionnaire"  means a written notice delivered to the Company
and CCI  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 and CCI 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  CCI Common Stock on which any  Liquidated  Damages
Amount is payable,  the registered  holder of such  Securities or Underlying CCI
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  Underlying  CCI Common  Stock and any
security  issued with respect thereto upon any event described in Section 306 of
the Indenture  until, 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 CCI 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 CCI 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.

<PAGE>


     "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 2% Exchangeable 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  CCI Common  Stock"  means the CCI Common  Stock into which the
Securities are exchangeable or delivered upon any such exchange.

     Section 2. Shelf  Registration.  (a) CCI 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 CCI. CCI
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 its 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 CCI's  security  holders  (other  than the  Holders of
Registrable  Securities) shall have the right to include any of CCI's securities
<PAGE>

in the Shelf Registration Statement,  except that the Company may include in the
Shelf  Registration  Statement the CCI Common Stock registrable  pursuant to the
Registration   Rights   Agreement   dated   February   23,   2000   between  Cox
Communications, 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),  CCI 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,  CCI 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) CCI shall  supplement  and amend the Shelf  Registration  Statement  if
required  by  the  rules,   regulations  or   instructions   applicable  to  the
registration form used by CCI for such Shelf Registration Statement, if required
by the Securities Act or, to the extent to which CCI does not 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  and CCI 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,  CCI 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 CCI 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 <PAGE>

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,  CCI 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, CCI 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, CCI 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) CCI 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 CCI 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 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 CCI
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 and of then outstanding  shares of Underlying CCI Common
<PAGE>

Stock delivered upon exchange 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  principal  amount  of such
Securities  and the  aggregate  Applicable  Exchange  Price  of such  shares  of
Underlying CCI 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 CCI 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  exchanged  into  Underlying  CCI  Common  Stock on an
exchange 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 exchange on the  applicable  redemption  date or exchange date, as
the case may be, on such date (or promptly  following the exchange  date, in the
case of exchange).  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  Securities  and  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 CCI 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 Securities or  Registrable
Securities  from pursuing or obtaining  specific  performance or other equitable
relief with respect to this Agreement.
<PAGE>

     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 Securities  and  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 CCI under Section 2 hereof, CCI 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 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 CCI 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)
<PAGE>

a Material  Event  (provided,  however,  that no notice by CCI shall be required
pursuant  to this  clause  (v) in the event  that CCI  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 CCI that a
post-effective amendment to a Registration Statement will be filed with the SEC,
which notice may, at the  discretion of CCI (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  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 CCI shall not be required to take
any actions under this Section 3(e) that are not, in the  reasonable  opinion of
counsel for CCI, 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 CCI 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 CCI 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
<PAGE>

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 CCI will not 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  CCI,  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 CCI that the  Prospectus  may be used, and has received
copies of any additional or supplemental filings that are incorporated or deemed
<PAGE> incorporated by reference in such Prospectus. CCI 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 CCI, public  disclosure of
such Material  Event would not be prejudicial to or contrary to the interests of
CCI 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 CCI, such suspension is no longer appropriate. The
period  during which the  availability  of the  Registration  Statement  and 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 CCI
and its subsidiaries,  and cause the appropriate  executive officers,  directors
and  designated  employees of CCI 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 CCI that any
information that is reasonably and in good faith designated by CCI 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 law), (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 CCI 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 CCI commencing after the effective date
of a Registration Statement, which statements shall cover said 12-month periods.
<PAGE>

     (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  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 transfer  agent for the CCI Common Stock 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  and CCI 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 and
CCI all  information  required to be disclosed in order to make the  information
previously furnished to the Company and CCI 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  or CCI 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 and CCI of
their respective 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
<PAGE>


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  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 CCI in connection  with the Shelf  Registration  Statement,  and (v)
fees and  disbursements  of the registrar and transfer  agent for the CCI 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 fees and  expenses
incurred in  connection  with the listing of the  Registrable  Securities on any
securities  exchange on which similar  securities of CCI are then listed and the
fees and expenses of any person,  including  special  experts,  retained by CCI.
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 and CCI, jointly
and severally,  agree 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 CCI; 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 investigation or
<PAGE>

     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 or CCI 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  or CCI  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 CCI, and each person,  if any, who controls the
Company or CCI 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 or CCI 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,  CCI, the holders of Registrable  Securities,  and each person, if any,
who controls the Company,  CCI, 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  indemnity  contained in  subsection  (a) of this Section 6, as
<PAGE>

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 CCI 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).

     CCI agrees to indemnify and hold  harmless the Company  against any and all
loss, liability,  claim, damage and expense described in the indemnity contained
in  subsection  (a) of this  Section  6, as  incurred  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).

     The Company  agrees to indemnify  and hold harmless CCI against any and all
loss, liability,  claim, damage and expense described in the 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 CCI by or
on behalf of the Company 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
<PAGE>

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
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 and CCI 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 CCI 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  purchased  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.
<PAGE>

     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 or CCI 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 or CCI, as the case may be.

     Section 7. Information Requirements. (a) CCI covenants that, if at any time
before the end of the Effectiveness  Period, CCI 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,  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,  CCI 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 CCI'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 CCI to register any of its
securities  (other than the CCI Common  Stock) under any section of the Exchange
Act.

     Section 8. Miscellaneous.

     (a) No  Conflicting  Agreements.  Neither the Company nor CCI is, as of the
date  hereof,  a party to, nor shall  either the Company or CCI, 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.  Each of the Company and CCI 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 or CCI's
securities  under any  other  agreements.  Notwithstanding  the  foregoing,  the
Initial  Purchasers  acknowledge that CCI 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  and CCI have  obtained  the written  consent of Holders of a
majority of the then outstanding Underlying CCI Common Stock constituting <PAGE>

Registrable Securities (with Holders of Securities deemed to be the Holders, for
purposes of this Section,  of the number of outstanding shares of Underlying CCI
Common Stock into which such  Securities are or would be  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.

     (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:

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

     (w) if to the Company, to:

         Cox Enterprises, Inc.
         1400 Lake Hearn Drive, N.E.
         Atlanta, GA  30319
         Attention:     Richard Jacobson
         Telephone:     (404) 843-5111
         Facsimile:     (404) 843-5142

         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

         (x)      if to CCI, to:

         Cox Communications, Inc.
         1400 Lake Hearn Drive, N.E.
         Atlanta, GA  30319
         Attention:     Mark W. Major
         Telephone:     (404) 843-5111
         Facsimile:     (404) 843-5939
<PAGE>

         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, N Y  10281
         Attention:     Syndicate Department
         Facsimile:     (212) 738-1069

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 insure 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
<PAGE>

transferee of any Holder shall acquire Securities or Registrable Securities,  in
any  manner,  whether by  operation  of law or  otherwise,  such  Securities  or
Registrable  Securities  shall  be  held  subject  to all of the  terms  of this
Agreement,  and by taking and holding such Securities or 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
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 and CCI with respect to the Securities and 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 and CCI
with respect to the Securities and 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.
<PAGE>

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

COX ENTERPRISES, INC.


By:      /s/ Richard Jacobson
       -------------------------------------
       Name:      Richard Jacobson
       Title:     Treasurer


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