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                                  UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                    FORM 10-Q
(Mark One)

(X)  Quarterly Report pursuant to Section 13 or 15(d) of the Securities Exchange
     Act of 1934 for the Quarterly Period Ended:

                                 MARCH 31, 2003
                                       OR

( )  Transition  Report  pursuant  to  Section  13 or  15(d)  of the  Securities
     Exchange Act of 1934 for the Transition Period from ________ to ________.

                        Commission File Number 000-50093


                             [COMCAST LOGO OMITTED]

                               COMCAST CORPORATION
             (Exact name of registrant as specified in its charter)

      PENNSYLVANIA                                           27-0000798
--------------------------------------------------------------------------------
(State or other jurisdiction of                           (I.R.S. Employer
incorporation or organization)                           Identification No.)

                 1500 Market Street, Philadelphia, PA 19102-2148
--------------------------------------------------------------------------------
                    (Address of principal executive offices)
                                   (Zip Code)

Registrant's telephone number, including area code:  (215) 665-1700
                           __________________________

Indicate by check mark whether the registrant (1) has filed all reports required
to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during
the preceding  twelve months (or for such shorter period that the registrant was
required to file such  reports),  and (2) has been subject to such  requirements
for the past 90 days.

         Yes  X                                           No  ___
                           __________________________

Indicate  by check mark  whether  the  registrant  is an  accelerated  filer (as
defined in Rule 12-b2 of the Exchange Act).     Yes  X                  No     

As of March 31, 2003, there were  1,355,583,881  shares of Class A Common Stock,
883,855,174 shares of Class A Special Common Stock and 9,444,375 shares of Class
B Common Stock outstanding.





<PAGE>



                                         COMCAST CORPORATION AND SUBSIDIARIES
                                                       FORM 10-Q
                                             QUARTER ENDED MARCH 31, 2003
                                                   TABLE OF CONTENTS

<TABLE>
<CAPTION>
<S>                                                                                                 <C>
                                                                                                       Page Number

PART I.    FINANCIAL INFORMATION


           ITEM 1.    Financial Statements

                      Condensed Consolidated Balance Sheet as of March 31, 2003
                      and December 31, 2002 (Unaudited)......................................................3

                      Condensed Consolidated Statement of Operations for the Three Months
                      Ended March 31, 2003 and 2002 (Unaudited)..............................................4

                      Condensed Consolidated Statement of Cash Flows for the Three Months
                      Ended March 31, 2003 and 2002 (Unaudited)..............................................5

                      Notes to Condensed Consolidated Financial Statements (Unaudited).......................6


           ITEM 2.    Management's Discussion and Analysis of Financial Condition
                      and Results of Operations.............................................................27


           ITEM 4.    Controls and Procedures...............................................................35


PART II.   OTHER INFORMATION


           ITEM 1.    Legal Proceedings.....................................................................35


           ITEM 6.    Exhibits and Reports on Form 8-K......................................................38

           SIGNATURES.......................................................................................39

           CERTIFICATIONS...................................................................................40
</TABLE>


                       ___________________________________

     This Quarterly  Report on Form 10-Q is for the three months ended March 31,
2003.  This Quarterly  Report  modifies and supersedes  documents filed prior to
this Quarterly Report.  Information that we file with the SEC in the future will
automatically  update and  supersede  information  contained  in this  Quarterly
Report.  In this  Quarterly  Report,  "Comcast,"  "we," "us" and "our"  refer to
Comcast Corporation and its subsidiaries.

     You should  carefully  review the  information  contained in this Quarterly
Report and in other reports or documents that we file from time to time with the
SEC. In this Quarterly  Report, we state our beliefs of future events and of our
future  financial  performance.  In some cases, you can identify those so-called
"forward-looking   statements"  by  words  such  as  "may,"  "will,"   "should,"
"expects,"  "plans,"   "anticipates,"   "believes,"   "estimates,"   "predicts,"
"potential,"  or "continue" or the negative of those words and other  comparable
words.  You  should be aware  that those  statements  are only our  predictions.
Actual events or results may differ materially.  In evaluating those statements,
you should specifically  consider various factors,  including the risks outlined
below.  Those factors may cause our actual results to differ materially from any
of our forward-looking statements.

Factors Affecting Future Operations

     On November 18, 2002, we acquired AT&T Corp.'s broadband business, which we
refer  to as  "Broadband"  and we refer to this  acquisition  as the  "Broadband
acquisition." In this Quarterly Report, we refer to cable operations owned prior
to the  Broadband  acquisition  as  "historical,"  and those we  acquired in the
Broadband acquisition as "newly acquired."

     As a result of the  Broadband  acquisition,  we have newly  acquired  cable
operations in communities in which we do not have established relationships with
the  subscribers,  franchising  authority  and  community  leaders.  Further,  a
substantial number of new employees are being and must continue to be integrated
into our business  practices and  operations.  Our results of operations  may be
significantly  affected by our ability to  efficiently  and  effectively  manage
these changes.

     Factors that may cause our actual results to differ  materially from any of
our forward-looking  statements  presented in this Quarterly Report include, but
are not limited to:

o    we may not successfully  integrate Broadband or the integration may be more
     difficult, time-consuming or costly than we expect,

o    we may not realize the  combination  benefits we expect from the  Broadband
     acquisition or these benefits may take longer to achieve, and

o    we  may  incur  greater-than-expected  operating  costs,  financing  costs,
     subscriber loss and business  disruption,  including,  without  limitation,
     difficulties  in maintaining  relationships  with  employees,  subscribers,
     suppliers or franchising authorities.

                                        


<PAGE>




     In addition, our businesses may be affected by, among other things:

     o    changes in laws and regulations,
     o    changes in the competitive environment,
     o    changes in technology,
     o    industry consolidation and mergers, 
     o    franchise related matters,
     o    market  conditions that may adversely  affect the availability of debt
          and equity  financing for working  capital,  capital  expenditures  or
          other purposes,
     o    demand for the programming content we distribute or the willingness of
          other video program distributors to carry our content, and
     o    general economic conditions.

     As more  fully  described  elsewhere  in this  Quarterly  Report and in our
Annual Report on Form 10-K for the year ended  December 31, 2002,  the Broadband
acquisition  substantially increased the size of our cable operations and caused
significant changes in our capital structure. As a result, direct comparisons of
our results of  operations  for periods prior to November 18, 2002 to subsequent
periods are not meaningful.


                                        2


<PAGE>



                      COMCAST CORPORATION AND SUBSIDIARIES
                                    FORM 10-Q
                          QUARTER ENDED MARCH 31, 2003


PART I. FINANCIAL INFORMATION


ITEM 1. FINANCIAL STATEMENTS

                      CONDENSED CONSOLIDATED BALANCE SHEET
                                   (Unaudited)


<TABLE>
<CAPTION>
                                                                                (Dollars in millions, except share data)
                                                                                   March 31,       December 31,
                                                                                     2003             2002
                                                                                   ---------       -----------
<S>                                                                                   <C>                 <C> 
ASSETS
CURRENT ASSETS
   Cash and cash equivalents..................................................        $1,024              $781
   Investments................................................................         3,153             3,266
   Accounts receivable, less allowance for doubtful accounts of $276 and $233.         1,323             1,383
   Inventories, net...........................................................           482               479
   Assets held for sale.......................................................                             613
   Deferred income taxes......................................................           129               129
   Other current assets.......................................................           377               425
                                                                                   ---------       -----------
       Total current assets...................................................         6,488             7,076
                                                                                   ---------       -----------
INVESTMENTS...................................................................        13,188            15,207
PROPERTY AND EQUIPMENT, net of accumulated depreciation of $4,737 and $4,061..        18,961            18,866
FRANCHISE RIGHTS..............................................................        48,290            48,222
GOODWILL......................................................................        17,039            17,397
OTHER INTANGIBLE ASSETS, net of accumulated amortization of $1,403 and $1,022.         5,273             5,599
OTHER NONCURRENT ASSETS, net..................................................           773               738
                                                                                   ---------       -----------
                                                                                    $110,012          $113,105
                                                                                   =========       ===========
LIABILITIES AND STOCKHOLDERS' EQUITY
CURRENT LIABILITIES
   Accounts payable...........................................................        $1,631            $1,663
   Accrued expenses and other current liabilities.............................         4,870             5,649
   Liabilities related to assets held for sale................................                              13
   Deferred income taxes......................................................         1,093             1,105
   Short-term debt............................................................                           3,750
   Current portion of long-term debt..........................................         2,652             3,203
                                                                                   ---------       -----------
       Total current liabilities..............................................        10,246            15,383
                                                                                   ---------       -----------
LONG-TERM DEBT, less current portion..........................................        30,258            27,957
                                                                                   ---------       -----------
DEFERRED INCOME TAXES.........................................................        23,125            23,110
                                                                                   ---------       -----------
OTHER NONCURRENT LIABILITIES..................................................         5,600             5,652
                                                                                   ---------       -----------
MINORITY INTEREST.............................................................         2,729             2,674
                                                                                   ---------       -----------
COMMITMENTS AND CONTINGENCIES (NOTE 10)
STOCKHOLDERS' EQUITY
   Preferred stock - authorized 20,000,000 shares; issued, zero...............
   Class A common stock, $0.01 par value - authorized,
     7,500,000,000 shares; issued, 1,599,224,381 and 1,599,014,148;
     outstanding, 1,355,583,881 and 1,355,373,648.............................            16                16
   Class A special common stock, $0.01 par value - authorized,
     7,500,000,000 shares; issued 931,145,017 and 930,633,433;
     outstanding, 883,855,174 and 883,343,590.................................             9                 9
   Class B common stock, $0.01 par value - authorized, 75,000,000 shares;
     issued, 9,444,375
   Additional capital.........................................................        44,643            44,620
   Retained earnings..........................................................         1,043             1,340
   Treasury stock, 243,640,500 Class A common shares and 47,289,843 Class A 
     special common shares....................................................        (7,517)           (7,517)
   Accumulated other comprehensive loss.......................................          (140)             (139)
                                                                                   ---------       -----------
       Total stockholders' equity.............................................        38,054            38,329
                                                                                   ---------       -----------
                                                                                    $110,012          $113,105
                                                                                   =========       ===========
</TABLE>



See notes to condensed consolidated financial statements.

                                        3


<PAGE>



                      COMCAST CORPORATION AND SUBSIDIARIES
                                    FORM 10-Q
                          QUARTER ENDED MARCH 31, 2003
                 CONDENSED CONSOLIDATED STATEMENT OF OPERATIONS
                                   (Unaudited)


<TABLE>
<CAPTION>
                                                                             (Dollars in millions, except per share data)
                                                                                Three Months Ended March 31,
                                                                                      2003           2002
                                                                                    ---------      ---------
<S>                                                                                    <C>            <C>   
REVENUES
    Service revenues.........................................................          $4,456         $1,679
    Net sales from electronic retailing......................................           1,062            988
                                                                                    ---------      ---------
                                                                                        5,518          2,667
                                                                                    ---------      ---------
COSTS AND EXPENSES
    Operating (excluding depreciation).......................................           1,930            743
    Cost of goods sold from electronic retailing (excluding depreciation)....             673            629
    Selling, general and administrative......................................           1,277            487
    Depreciation.............................................................             799            334
    Amortization.............................................................             366             53
                                                                                    ---------      ---------
                                                                                        5,045          2,246
                                                                                    ---------      ---------
OPERATING INCOME.............................................................             473            421
OTHER INCOME (EXPENSE)
    Interest expense.........................................................            (525)          (187)
    Investment loss, net.....................................................            (230)          (248)
    Equity in net losses of affiliates.......................................             (20)            (5)
    Other income (expense)...................................................              18            (23)
                                                                                    ---------      ---------
                                                                                         (757)          (463)
                                                                                    ---------      ---------

LOSS BEFORE INCOME TAXES AND MINORITY INTEREST...............................            (284)           (42)
INCOME TAX BENEFIT (EXPENSE).................................................              68             (3)
                                                                                    ---------      ---------
LOSS BEFORE MINORITY INTEREST ...............................................            (216)           (45)
MINORITY INTEREST............................................................             (81)           (44)
                                                                                    ---------      ---------
NET LOSS.....................................................................           ($297)          ($89)
                                                                                    =========      =========

BASIC NET LOSS FOR COMMON STOCKHOLDERS PER COMMON SHARE......................          ($0.13)        ($0.09)
                                                                                    =========      =========

DILUTED NET LOSS FOR COMMON STOCKHOLDERS PER COMMON SHARE....................          ($0.13)        ($0.09)
                                                                                    =========      =========

</TABLE>



See notes to condensed consolidated financial statements.

                                        4


<PAGE>



                      COMCAST CORPORATION AND SUBSIDIARIES
                                    FORM 10-Q
                          QUARTER ENDED MARCH 31, 2003
                 CONDENSED CONSOLIDATED STATEMENT OF CASH FLOWS
                                   (Unaudited)




<TABLE>
<CAPTION>
                                                                              (Dollars in millions)
                                                                          Three Months Ended March 31,
                                                                              2003            2002
                                                                          ------------    -------------
<S>                                                                              <C>               <C>  
OPERATING ACTIVITIES
   Net loss.............................................................         ($297)            ($89)
   Adjustments to reconcile net loss to net cash provided
     by operating activities:
     Depreciation.......................................................           799              334
     Amortization.......................................................           366               53
     Non-cash interest (income) expense, net............................           (21)              12
     Equity in net losses of affiliates.................................            20                5
     Losses (gains) on investments and other (income) expense, net......           247              277
     Minority interest..................................................            55               44
     Deferred income taxes..............................................          (182)              17
     Proceeds from sales of trading securities..........................            32
     Other..............................................................            10              (37)
                                                                          ------------    -------------
                                                                                 1,029              616
     Changes in working capital, net of effects of acquisitions 
      and divestitures
       Decrease (increase) in accounts receivable, net..................            61              (13)
       (Increase) decrease in inventories, net..........................            (3)              28
       Decrease (increase) in other current assets......................            48              (47)
       Decrease in accounts payable, accrued expenses and other
         current liabilities............................................          (335)             (65)
                                                                          ------------    -------------
                                                                                  (229)             (97)

       Net cash provided by operating activities........................           800              519
                                                                          ------------    -------------

FINANCING ACTIVITIES
   Proceeds from borrowings.............................................         3,900              520
   Retirements and repayments of debt...................................        (6,079)            (451)
   Other................................................................           (16)              62
                                                                          ------------    -------------

       Net cash (used in) provided by financing activities..............        (2,195)             131
                                                                          ------------    -------------

INVESTING ACTIVITIES
   Acquisitions, net of cash acquired...................................                            (12)
   Proceeds from sales of (purchases of) short-term investments, net....            (9)               1
   Proceeds from restructuring of TWE investment........................         2,100
   Proceeds from sales of investments and assets held for sale..........           668               13
   Purchases of investments.............................................           (72)              (4)
   Capital expenditures.................................................          (971)            (399)
   Additions to intangible and other noncurrent assets..................           (78)             (56)
                                                                          ------------    -------------

       Net cash provided by (used in) investing activities..............         1,638             (457)
                                                                          ------------    -------------

INCREASE IN CASH AND CASH EQUIVALENTS...................................           243              193

CASH AND CASH EQUIVALENTS, beginning of period..........................           781              350
                                                                          ------------    -------------

CASH AND CASH EQUIVALENTS, end of period................................        $1,024             $543
                                                                          ============    =============
</TABLE>




See notes to condensed consolidated financial statements.

                                        5


<PAGE>

                      COMCAST CORPORATION AND SUBSIDIARIES
                                    FORM 10-Q
                          QUARTER ENDED MARCH 31, 2003

              NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
                                   (Unaudited)

1.   CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

     Basis of Presentation
     Comcast  Corporation and its subsidiaries  ("Comcast" or the "Company") has
     prepared these unaudited condensed  consolidated financial statements based
     upon Securities and Exchange  Commission  ("SEC") rules that permit reduced
     disclosure for interim periods.

     These financial statements include all adjustments that are necessary for a
     fair  presentation  of the Company's  results of  operations  and financial
     condition for the interim periods shown including normal recurring accruals
     and  other  items.  The  results  of  operations  for the  interim  periods
     presented are not necessarily indicative of results for the full year.

     For a more complete  discussion of the  Company's  accounting  policies and
     certain other information,  refer to the financial  statements  included in
     the Company's  Annual  Report on Form 10-K for the year ended  December 31,
     2002.

     On November 18, 2002, the Company completed the acquisition (the "Broadband
     acquisition") of AT&T Corp.'s ("AT&T")  broadband  business  ("Broadband").
     Accordingly,  the accompanying  financial statements include the results of
     Broadband  from the date of the  Broadband  acquisition  (see Note 4).  The
     Broadband  acquisition  substantially  increased  the size of the Company's
     cable operations and caused  significant  changes in the Company's  capital
     structure,  including a  substantially  higher amount of debt. As a result,
     direct  comparisons  of the Company's  results of operations  and financial
     condition for periods prior to November 18, 2002 to subsequent  periods are
     not meaningful.

     Reclassifications
     Certain  reclassifications  have  been  made to the  prior  year  financial
     statements to conform to those  classifications  used in 2003. In the first
     quarter of 2003,  QVC, Inc.  ("QVC")  completed the sale of its infomercial
     operations  in Mexico ("QVC  Mexico").  The results of  operations  for QVC
     Mexico for the 2003 and 2002 interim  periods were not  significant and are
     included  in  equity  in  net  losses  of   affiliates   in  the  Company's
     consolidated statement of operations.

2.   RECENT ACCOUNTING PRONOUNCEMENTS

     SFAS No. 143
     The Financial  Accounting  Standards  Board  ("FASB")  issued  Statement of
     Financial  Accounting  Standards  ("SFAS") No. 143,  "Accounting  for Asset
     Retirement  Obligations,"  in June 2001.  SFAS No. 143 addresses  financial
     accounting and reporting for obligations  associated with the retirement of
     tangible  long-lived  assets and the associated asset retirement costs. The
     Company adopted SFAS No. 143 on January 1, 2003, in accordance with the new
     statement.  The  adoption  of SFAS No.  143 had no impact on the  Company's
     financial condition or results of operations.

     SFAS No. 148
     The FASB issued SFAS No. 148,  "Accounting for  Stock-Based  Compensation -
     Transition and  Disclosure," in December 2002. SFAS No. 148 amends SFAS No.
     123 to  provide  alternative  methods  of  transition  for an  entity  that
     voluntarily  changes  to the fair  value  based  method of  accounting  for
     stock-based employee compensation.  SFAS No. 148 also amends the disclosure
     provisions  of SFAS No.  123 to  require  disclosure  about the  effects on
     reported net income of an entity's  stock-based  employee  compensation  in
     interim  financial  statements.  SFAS No. 148 is effective for fiscal years
     beginning  after  December  31, 2002.  The Company  adopted SFAS No. 148 on
     January 1, 2003.  The Company did not change to the fair value based method
     of accounting  for  stock-based  employee  compensation.  Accordingly,  the
     adoption  of SFAS  No.  148  would  only  affect  the  Company's  financial
     condition or results of operations  if the Company  elects to change to the
     fair value  method  specified in SFAS No. 123. The adoption of SFAS No. 148
     requires  the Company to disclose the effects of its  stock-based  employee
     compensation  in  interim  financial  statements  beginning  with the first
     quarter of 2003 (see Note 8).

                                        6


<PAGE>


                      COMCAST CORPORATION AND SUBSIDIARIES
                                    FORM 10-Q
                          QUARTER ENDED MARCH 31, 2003
        NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS - CONTINUED
                                   (Unaudited)

     SFAS No. 149
     On April 30, 2003,  the FASB issued SFAS No. 149,  "Amendment  of Statement
     133 on Derivative Instruments and Hedging Activities" ("SFAS No. 149"). The
     Statement  amends and  clarifies  accounting  for  derivative  instruments,
     including certain derivative  instruments embedded in other contracts,  and
     for hedging  activities  under SFAS No. 133.  SFAS No. 149 is effective for
     contracts  entered  into or  modified  after  June 30,  2003,  for  hedging
     relationships  designated  after June 30, 2003, and to certain  preexisting
     contracts.  The Company will adopt SFAS No. 149 on a  prospective  basis at
     its effective  date in the fiscal third  quarter.  The Company is assessing
     the impact SFAS No. 149 may have on its financial statements.

     FIN 45
     In November  2002,  the FASB  issued  Interpretation  No. 45,  "Guarantor's
     Accounting and Disclosure  Requirements for Guarantees,  Including Indirect
     Guarantees of  Indebtedness  of Others"  ("FIN 45").  FIN 45 expands on the
     accounting guidance of SFAS No.'s 5, 57, and 107 and supercedes FIN 34. FIN
     45  clarifies  that a guarantor  is required to disclose in its interim and
     annual financial  statements its obligations under certain  guarantees that
     it has issued, including the nature and terms of the guarantee, the maximum
     potential  amount of future  payments  under the  guarantee,  the  carrying
     amount, if any, for the guarantor's  obligations  under the guarantee,  and
     the nature and extent of any recourse  provisions  or available  collateral
     that would  enable the  guarantor  to recover  the  amounts  paid under the
     guarantee.  FIN 45 also clarifies that, for certain guarantees, a guarantor
     is required to recognize,  at the inception of a guarantee, a liability for
     the fair value of the obligation  undertaken in issuing the guarantee.  FIN
     45 does not prescribe a specific  approach for  subsequently  measuring the
     guarantor's  recognized  liability over the term of the related  guarantee.
     The initial recognition and initial measurement  provisions of FIN 45 apply
     on a  prospective  basis to certain  guarantees  issued or  modified  after
     December 31, 2002. The disclosure  requirements in FIN 45 are effective for
     financial statements of interim or annual periods ending after December 15,
     2002. The Company adopted the disclosure provisions of FIN 45 in the fourth
     quarter  of 2002  and  adopted  the  initial  recognition  and  measurement
     provisions of FIN 45 on January 1, 2003, as required by the Interpretation.
     The impact of the adoption of FIN 45 will depend on the nature and terms of
     guarantees  entered  into or modified  by the  Company in the  future.  The
     adoption  of FIN 45 in the first  quarter  of 2003 did not have a  material
     impact on the Company's consolidated financial statements (see Note 10).

3.   EARNINGS PER SHARE

     Earnings  (loss) per common share is computed by dividing net income (loss)
     for common  stockholders  by the weighted  average  number of common shares
     outstanding during the period on a basic and diluted basis.

     The Company's  potentially  dilutive  securities  include  potential common
     shares related to the Company's Zero Coupon Convertible Debentures due 2020
     (the "Zero Coupon Debentures"),  stock options, restricted stock, and Class
     A Special  common  stock  held in  treasury.  Diluted  earnings  for common
     stockholders  per common  share  ("Diluted  EPS")  considers  the impact of
     potentially  dilutive securities except in periods in which there is a loss
     as the inclusion of the potential  common shares would have an antidilutive
     effect.  Diluted EPS excludes the impact of potential common shares related
     to the  Company's  Zero Coupon  Debentures in periods in which the weighted
     average  closing sale price of the Company's  Class A Special  common stock
     during  the  period is not  greater  than 110% of the  accreted  conversion
     price.  Diluted EPS excludes the impact of potential  common shares related
     to the  Company's  stock  options in  periods in which the option  exercise
     price is greater  than the average  market  price of the  Company's  common
     stock for the period.

     Diluted EPS for the interim periods in 2003 and 2002 excludes approximately
     179.0  million and 82.2  million  potential  common  shares,  respectively,
     related to the  Company's  stock option and  restricted  stock plans,  Zero
     Coupon  Debentures,  and common stock held in treasury  because the assumed
     issuance of such  potential  common  shares is  antidilutive  in periods in
     which there is a loss.

     Weighted  average shares  outstanding  and loss per share were the same for
     both Basic EPS and Diluted EPS for both the 2003 and 2002  interim  periods
     since the Company  reported a net loss for each  period.  Weighted  average
     shares

                                        7


<PAGE>


                      COMCAST CORPORATION AND SUBSIDIARIES
                                    FORM 10-Q
                          QUARTER ENDED MARCH 31, 2003
        NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS - CONTINUED
                                   (Unaudited)

     outstanding  during the 2003 and 2002 interim  periods  were 2.255  billion
     shares and 951 million shares, respectively.

4.   ACQUISITIONS AND OTHER SIGNIFICANT EVENTS

     Acquisition of Broadband
     On November 18, 2002, the Company  completed the  acquisition of Broadband.
     The allocation of the purchase price for the Broadband acquisition recorded
     during the fourth  quarter  of 2002 is  preliminary.  The values of certain
     assets and liabilities are based on preliminary  valuations and are subject
     to  adjustment  as  additional  information  is obtained.  Such  additional
     information  includes:  reports  from  valuation  specialists;  information
     related to the cost of terminating or meeting contractual obligations;  and
     information related to preacquisition contingencies.

     As of the  acquisition  date,  the Company  initiated  certain  integration
     activities  based on a  preliminary  plan to terminate  employees  and exit
     certain contractual obligations. Under the guidance in Emerging Issues Task
     Force ("EITF")  95-3,  "Recognition  of  Liabilities  in Connection  with a
     Purchase Business  Combination," the plan must be finalized within one year
     of the  acquisition  date and must identify all  significant  actions to be
     taken to  complete  the  plan.  Therefore,  costs  related  to  terminating
     employees and exiting  contractual  obligations of the acquired  entity are
     included  in the  purchase  price  allocation.  Changes to these  estimated
     termination  or exit costs are  reflected  as  adjustments  to the purchase
     price  allocation  to  the  extent  they  occur  within  one  year  of  the
     acquisition  date or if there are  reductions  in the  amount of  estimated
     termination  or exit costs accrued.  Otherwise,  changes will affect future
     results of operations.

     Liabilities  associated with exit activities recorded in the purchase price
     allocation  consist of accrued  employee  termination  and related costs of
     $602  million  and  $929  million   associated  with  either  the  cost  of
     terminating  contracts or the present  value of remaining  amounts  payable
     under  non-cancelable  contracts.  Amounts paid,  adjustments  made against
     these accruals and interest  accretion  during the 2003 interim period were
     as follows (in millions):



<TABLE>
<CAPTION>
                                                                            Employee              Contract      
                                                                        Termination and             Exit
                                                                         Related Costs             Costs
                                                                      --------------------   ------------------
     
     <S>                                                                     <C>                  <C>    
     Balance, December 31, 2002....................................                 $492                 $913
     Payments......................................................                 (105)                 (16)
     Adjustments...................................................                                         9
     Interest accretion............................................                                        10
                                                                      ------------------     ----------------
     
     Balance, March 31, 2003.......................................                 $387                 $916
                                                                      ==================     ================
</TABLE>


     Bresnan Transaction
     On  March  20,  2003,  the  Company  completed  the  previously   announced
     transaction   with   Bresnan   Broadband   Holdings,    LLC   and   Bresnan
     Communications,  LLC  (together,  "Bresnan")  pursuant to which the Company
     transferred  cable systems  serving  approximately  314,000  subscribers in
     Montana,  Wyoming and  Colorado to Bresnan that the Company had acquired in
     connection  with the  Broadband  acquisition.  The  Company  received  $525
     million in cash,  plus preferred and common equity  interests in Bresnan in
     exchange for these cable systems.  The assets (which  consist  primarily of
     cable franchise rights, other intangible assets and property and equipment)
     for these cable systems were reported as assets held for sale in accordance
     with SFAS No. 144, "Accounting for the Impairment or Disposal of Long-Lived
     Assets," in the  Company's  consolidated  balance  sheet as of December 31,
     2002.  The transfer of these cable  systems was accounted for at fair value
     with no gain or loss recognized.  The results of operations for these cable
     systems for the 2003 interim period were not  significant  and are included
     in  equity  in net  losses  of  affiliates  in the  Company's  consolidated
     statement of operations.


                                        8


<PAGE>


                      COMCAST CORPORATION AND SUBSIDIARIES
                                    FORM 10-Q
                          QUARTER ENDED MARCH 31, 2003
        NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS - CONTINUED
                                   (Unaudited)

     TWE Restructuring
     On March 31, 2003, the Company  announced the successful  completion of the
     previously  announced  restructuring of Time Warner  Entertainment  Company
     L.P. ("TWE"). As a result of the restructuring, AOL Time Warner, Inc. ("AOL
     Time  Warner")  has assumed  complete  control over TWE's  content  assets,
     including  Home Box  Office,  Warner  Bros.,  and stakes in The WB Network,
     Comedy  Central and Court TV. All of AOL Time Warner's  interests in cable,
     including  those held  through TWE, are now held through or for the benefit
     of a new  subsidiary  of AOL Time Warner  called Time  Warner  Cable,  Inc.
     ("TWC").  In exchange for its 27.6%  interest in TWE, the Company  received
     common-equivalent  preferred  stock  of AOL  Time  Warner,  which  will  be
     converted into $1.5 billion of AOL Time Warner common stock upon completion
     of an effective registration statement filing with the SEC, and the Company
     received a 21%  economic  stake in the  business of TWC. In  addition,  the
     Company  received $2.1 billion in cash which was used to immediately  repay
     amounts  outstanding  under certain of the Company's credit facilities (see
     Note 7). The TWE  restructuring  was accounted for as a fair value exchange
     with no gain or loss  recognized.  TWC is  expected  to  conduct an initial
     public offering of common stock under the  restructuring  agreement.  Also,
     under the  restructuring  agreement,  the  Company  will have  registration
     rights that should facilitate the disposal or monetization of its shares in
     TWC and in AOL Time Warner.

     As part of the process of obtaining  approval of the Broadband  acquisition
     from the Federal  Communications  Commission ("FCC"), at the closing of the
     Broadband  acquisition,  the Company  placed its entire  interest in TWE in
     trust for  orderly  disposition.  Any  non-cash  consideration  received in
     respect of such  interest as a result of the TWE  restructuring,  including
     the AOL Time Warner and TWC stock,  will remain in trust until  disposed of
     or FCC approval is obtained to remove such interests from the trust.

     Under the trust, the trustee will have exclusive  authority to exercise any
     management or governance  rights  associated  with the securities in trust.
     The  trustee  will also have the  obligation,  subject to the rights of the
     Company as described in the last  sentence of this  paragraph,  to exercise
     available  registration  rights to effect the sale of such  interests  in a
     manner intended to maximize the value received  consistent with the goal of
     disposing such  securities in their  entirety by November  2007.  Following
     this time, if any securities remain in trust, the trustee will be obligated
     to dispose of the  remaining  interests as quickly as possible,  and in any
     event by May 2008. The trustee is also obligated, through November 2007, to
     effect certain  specified types of sale or monetization  transactions  with
     respect to the  securities  as may be proposed by the Company  from time to
     time.

     As a condition of the closing of the TWE restructuring, the Company entered
     into a three-year  nonexclusive  agreement with AOL Time Warner under which
     the  AOL  High-Speed  Broadband  service  will  be  made  available  over a
     three-year  period on certain of the  Company's  cable  systems  which pass
     approximately 10 million homes.

     Unaudited Pro Forma Information
     The following  unaudited pro forma information has been presented as if the
     Broadband  acquisition  occurred on January 1, 2002.  This  information  is
     based on historical results of operations,  adjusted for acquisition costs,
     and, in the opinion of management,  is not  necessarily  indicative of what
     the  results  would  have been had the  Company  operated  Broadband  since
     January 1, 2002.


                                                         (Amounts in millions,
                                                         except per share data)
                                                           Three Months Ended
                                                             March 31, 2002
                                                        ------------------------
     
     Revenues....................................                $5,031
     Net loss....................................                 ($709)
     Diluted EPS.................................                ($0.31)
     
     
     
                                        9
     

<PAGE>


                      COMCAST CORPORATION AND SUBSIDIARIES
                                    FORM 10-Q
                          QUARTER ENDED MARCH 31, 2003
        NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS - CONTINUED
                                   (Unaudited)

5.   INVESTMENTS


<TABLE>
<CAPTION>
                                                                             March 31,         December 31,
                                                                               2003                2002
                                                                            -----------       --------------
                                                                                     (in millions)
<S>                                                                           <C>                  <C> 
     Fair value method
          AT&T Corp....................................................            $110                 $287
          Cablevision..................................................             787                  694
          Microsoft....................................................           1,913                1,967
          Sprint Corp. PCS Group.......................................             334                  369
          Vodaphone....................................................           1,749                1,759
          Other .......................................................              81                   82
                                                                            -----------       --------------
                                                                                  4,974                5,158
                                                                            -----------       --------------
     Equity Method
          Cable related................................................           2,148                2,094
          Other........................................................             231                  236
                                                                            -----------       --------------
                                                                                  2,379                2,330
                                                                            -----------       --------------

     Cost method,  principally TWC and AOL Time Warner
       at March 31, 2003 and TWE at December 31, 2002
          (see Note 4).................................................           8,988               10,985
                                                                            -----------       --------------

          Total investments............................................          16,341               18,473
     Less, current investments.........................................           3,153                3,266
                                                                            -----------       --------------
     Non-current investments...........................................         $13,188              $15,207
                                                                            ===========       ==============
</TABLE>


     Fair Value Method
     The Company  holds  unrestricted  equity  investments  in certain  publicly
     traded  companies,  which it accounts for as available  for sale or trading
     securities.  The net unrealized pre-tax gains on investments  accounted for
     as available for sale securities as of March 31, 2003 and December 31, 2002
     of $56 million and $72  million,  respectively,  have been  reported in the
     Company's   consolidated  balance  sheet  principally  as  a  component  of
     accumulated other  comprehensive loss, net of related deferred income taxes
     of $20 million and $25 million, respectively.

     The cost, fair value and gross  unrealized  gains and losses related to the
     Company's available for sale securities are as follows (in millions):



<TABLE>
<CAPTION>
                                                                             March 31,         December 31,
                                                                               2003                2002
                                                                            -----------         -----------
<S>                                                                                <C>                 <C> 
     Cost.............................................................             $169                $322
     Gross unrealized gains...........................................               57                  73
     Gross unrealized losses..........................................               (1)                 (1)
                                                                            -----------         -----------

     Fair value.......................................................             $225                $394
                                                                            ===========         ===========
</TABLE>


     Cost Method
     In  connection  with the  Broadband  acquisition,  the Company  acquired an
     indirect interest in Charter  Communications VIII, LLC ("CC VIII"), a cable
     joint venture with Charter Communications, Inc. ("Charter"). In April 2002,
     AT&T  exercised  its  rights to cause Paul G.  Allen  ("Allen"),  Charter's
     Chairman,   or  his  designee  to  purchase  this  indirect   interest  for
     approximately  $725  million  in cash.  The  parties  agreed  to delay  the
     settlement  of the  purchase  until  April 14,  2003 while they  negotiated
     alternatives to the purchase. On April 14, 2003, the

                                       10


<PAGE>


                      COMCAST CORPORATION AND SUBSIDIARIES
                                    FORM 10-Q
                          QUARTER ENDED MARCH 31, 2003
        NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS - CONTINUED
                                   (Unaudited)

     Company  announced  that the Company and Allen agreed to delay for a period
     of up to 30 days the  purchase by Allen of  Comcast's  interest in CC VIII.
     The  transaction  is now expected to close in May 2003,  unless the parties
     agree to an alternative arrangement.

     Investment Loss, Net
     Investment  loss,  net for the interim  periods  includes the following (in
     millions):



<TABLE>
<CAPTION>
                                                                                   Three Months Ended
                                                                                        March 31,
                                                                                2003                2002
                                                                            -----------         -----------
<S>                                                                                 <C>                  <C>
     Interest and dividend income.........................................          $33                  $7
     Gains on sales and exchanges of investments, net.....................           22                   2
     Investment impairment losses.........................................          (55)                (13)
     Unrealized losses on trading securities..............................          (15)             (1,020)
     Mark to market adjustments on derivatives related
          to trading securities...........................................          (11)                847
     Mark to market adjustments on derivatives and hedged items...........         (204)                (71)
                                                                            -----------         -----------

          Investment loss, net............................................        ($230)              ($248)
                                                                            ===========         ===========
</TABLE>


6.   GOODWILL

     The changes in the  carrying  amount of goodwill by business  segment  (see
     Note 11) for the periods presented are as follows (in millions):



<TABLE>
<CAPTION>
                                                                                      Corporate
                                                         Cable          Commerce      and Other         Total
                                                      ------------    ------------   ------------   ------------
<S>                                                       <C>                <C>            <C>         <C>    
     Balance, December 31, 2002......................      $15,644            $835           $918        $17,397
         Purchase price allocation adjustments.......         (358)                                         (358)
         Intersegment transfers......................           20                            (20)
                                                      ------------    ------------   ------------   ------------
     Balance, March 31, 2003.........................      $15,306            $835           $898        $17,039
                                                      ============    ============   ============   ============
</TABLE>


     During the 2003  interim  period,  the  Company  adjusted  its  preliminary
     purchase price allocation of the Broadband  acquisition.  These adjustments
     resulted  in a reduction  of  goodwill  and  corresponding  adjustments  to
     franchise rights, other noncurrent  liabilities,  deferred income taxes and
     certain working capital accounts (see Note 4).

7. LONG-TERM DEBT



<TABLE>
<CAPTION>
                                                                             March 31,         December 31,
                                                                               2003                2002
                                                                            -----------         -----------
                                                                                     (in millions)
<S>                                                                              <C>                 <C>   
     Notes exchangeable into common stock.............................           $5,679              $5,459
     Bank and public debt.............................................           26,682              28,702
     Other, including capital lease obligations.......................              549                 749
                                                                            -----------         -----------
          Total debt..................................................          $32,910             $34,910
                                                                            ===========         ===========
</TABLE>



                                       11


<PAGE>


                      COMCAST CORPORATION AND SUBSIDIARIES
                                    FORM 10-Q
                          QUARTER ENDED MARCH 31, 2003
        NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS - CONTINUED
                                   (Unaudited)

     The Cross-Guarantee Structure
     To simplify the Company's capital structure, effective with the acquisition
     of  Broadband,   the  Company  and  four  of  its  cable  holding   company
     subsidiaries  fully  and  unconditionally   guaranteed  each  other's  debt
     securities (the "Cross-Guarantee Structure").  Comcast Holdings Corporation
     is not a  guarantor,  and none of its  debt is  guaranteed.  Comcast  MO of
     Delaware,  Inc.  (formerly,  MediaOne of  Delaware,  Inc.  and  Continental
     Cablevision,  Inc.)  was  not  originally  a part  of  the  Cross-Guarantee
     Structure.  On  March  12,  2003,  the  Company  announced  the  successful
     completion of a bondholder  consent  solicitation  related to Comcast MO of
     Delaware, Inc.'s $1.7 billion aggregate principal amount in debt securities
     to permit it to become part of the Cross-Guarantee  Structure.  As of March
     31, 2003, $24.432 billion of the Company's debt securities were entitled to
     the benefits of the Cross-Guarantee Structure (see Note 12).

     Senior Notes Offerings
     In January and March 2003, the Company sold an aggregate of $3.0 billion of
     public debt consisting of $600 million of 5.85% senior notes due 2010, $900
     million of 6.50% senior notes due 2015,  $750 million of 5.50% senior notes
     due 2011 and $750 million of 7.05% senior notes due 2033.  The Company used
     all of the net  proceeds  from  the  offerings  to repay a  portion  of the
     Company's short-term debt outstanding.

     Repayments of Debt with Proceeds from TWE Restructuring
     On March 31, 2003, in connection with the closing of the TWE restructuring,
     the  Company  received  $2.1  billion in cash which was used to repay debt,
     including the remaining  outstanding  balance of its  short-term  debt (see
     Note 4).

     Redemptions and Refinancings of Debt
     On April 9, 2003, the Company  announced that it intends to redeem at their
     respective   scheduled   redemption  price  on  May  9,  2003,  the  entire
     outstanding  aggregate  principal amount of certain of its senior notes and
     senior  subordinated  notes with  maturities from 2003 to 2023 and interest
     rates  ranging from 8 1/4% to 9.65%.  The Company  intends to refinance the
     redemptions  with amounts  available  under the Company's  existing  credit
     facilities.  As of  March  31,  2003,  $451  million  of these  notes  were
     outstanding.

     On May 5,  2003,  the  Company  borrowed  an  aggregate  of $2.75  billion,
     representing  all  amounts  available  under  two  new  credit  agreements.
     Borrowings  under the new credit  agreements,  which are due in 2006,  were
     used to repay a portion of the $3.18  billion  outstanding  as of March 31,
     2003 under the  Company's  term loan due 2004.  The new  credit  agreements
     replaced the Company's 364-day credit facility which expired in May 2003.

     Notes Exchangeable into Common Stock
     As a result of the Broadband acquisition,  the Company assumed exchangeable
     notes (the  "Exchangeable  Notes") which are mandatorily  redeemable at the
     Company's option into shares of Cablevision NY Group  ("Cablevision") Class
     A common stock or its cash equivalent,  Microsoft Corporation ("Microsoft")
     common  stock or its cash  equivalent,  (i)  Vodafone  ADRs,  (ii) the cash
     equivalent,  or (iii) a combination  of cash and Vodafone ADRs, and Comcast
     Class A Special common stock or its cash equivalent.  The maturity value of
     the  Exchangeable  Notes  varies  based upon the fair  market  value of the
     security  to which it is  indexed.  The  Company's  Exchangeable  Notes are
     collateralized by the Company's  investments in Cablevision,  Microsoft and
     Vodafone,  respectively,  and the Comcast Class A Special common stock held
     in  treasury.  As of March 31,  2003,  the  securities  held by the Company
     collateralizing  the Exchangeable Notes were sufficient to satisfy the debt
     obligations associated with the outstanding Exchangeable Notes.

     ZONES
     At  maturity,  holders  of the  Company's  2.0%  Exchangeable  Subordinated
     Debentures due 2029 (the "ZONES") are entitled to receive in cash an amount
     equal to the  higher of the  principal  amount  of the ZONES or the  market
     value of  Sprint  PCS  common  stock.  Prior  to  maturity,  each  ZONES is
     exchangeable  at the holders'  option for an amount of cash equal to 95% of
     the market value of Sprint PCS Stock.  As of March 31, 2003,  the number of
     Sprint  PCS  shares  held by the  Company  exceeded  the  number  of  ZONES
     outstanding.


                                       12


<PAGE>


                      COMCAST CORPORATION AND SUBSIDIARIES
                                    FORM 10-Q
                          QUARTER ENDED MARCH 31, 2003
        NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS - CONTINUED
                                   (Unaudited)

     The Company split the accounting for the  Exchangeable  Notes and the ZONES
     into derivative and debt components.  The Company records the change in the
     fair value of the derivative  component of the  Exchangeable  Notes and the
     ZONES  (see  Note 5) and the  change  in the  carrying  value  of the  debt
     component of the Exchangeable Notes and the ZONES as follows (in millions):



<TABLE>
<CAPTION>
                                                  Exchangeable Notes                  ZONES
                                                ----------------------      --------------------------
                                                  Three Months Ended            Three Months Ended
                                                      March 31,                     March 31,
                                                         2003                  2003           2002
                                                     ------------           -----------    -----------
<S>                                                        <C>                     <C>            <C> 
Balance at Beginning of Period:
Debt component................................             $6,981                  $491           $468
Derivative component..........................             (1,522)                  208          1,145
                                                     ------------           -----------    -----------
Total                                                       5,459                   699          1,613

(Decrease) increase in debt component
   to interest expense........................                (25)                    6              6
Increase (decrease) in derivative component
   to investment loss, net....................                245                    (1)          (664)

Balance at End of Period:
Debt component................................              6,956                   497            474
Derivative component..........................             (1,277)                  207            481
                                                     ------------           -----------    -----------
   Total .....................................             $5,679                  $704           $955
                                                     ============           ===========    ===========
</TABLE>


     Interest Rates
     Excluding the derivative  component of the Exchangeable Notes and the ZONES
     whose  changes in fair value are  recorded to  investment  loss,  net,  the
     Company's  effective  weighted  average  interest  rate on its  total  debt
     outstanding was 6.54% and 5.86% as of March 31, 2003 and December 31, 2002,
     respectively.

     Derivatives
     The Company uses derivative financial instruments to manage its exposure to
     fluctuations  in  interest  rates and  securities  prices.  The Company has
     issued indexed debt  instruments and prepaid forward sale agreements  whose
     value, in part, is derived from the market value of certain publicly traded
     common stock.

     Lines and Letters of Credit
     Certain  subsidiaries  of the Company had unused  lines of credit of $4.763
     billion under their respective credit facilities.

     As of March 31,  2003,  the  Company and  certain of its  subsidiaries  had
     unused irrevocable standby letters of credit totaling $400 million to cover
     potential fundings under various agreements.

8.   STOCKHOLDERS' EQUITY

     Stock-Based Compensation
     The Company  accounts  for  stock-based  compensation  in  accordance  with
     Accounting Principles Board Opinion No. 25, "Accounting for Stock Issued to
     Employees,"  and related  interpretations,  as  permitted  by SFAS No. 123,
     "Accounting for Stock-Based Compensation," as amended. Compensation expense
     for stock  options is measured as the excess,  if any, of the quoted market
     price of the  Company's  stock at the date of the grant  over the amount an
     employee must pay to acquire the stock.  The Company  records  compensation
     expense for restricted stock awards based on the quoted market price of the
     Company's  stock at the  date of the  grant  and the  vesting  period.  The
     Company records compensation expense for stock appreciation rights based on
     the  changes  in  quoted  market  prices  of the  Company's  stock or other
     determinants of fair value.

                                       13


<PAGE>


                      COMCAST CORPORATION AND SUBSIDIARIES
                                    FORM 10-Q
                          QUARTER ENDED MARCH 31, 2003
        NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS - CONTINUED
                                   (Unaudited)

     The following  table  illustrates the effect on net loss and loss per share
     if the Company had applied the fair value  recognition  provisions  of SFAS
     No. 123 to stock-based compensation (dollars in millions,  except per share
     data):



<TABLE>
<CAPTION>
                                                                         Three Months Ended
                                                                             March 31,
                                                                         2003          2002
                                                                      ----------    ----------
<S>                                                                        <C>            <C>  
     Net loss, as reported...........................................      ($297)         ($89)

     Deduct: Total stock-based compensation
          expense determined under fair value based method
          for all awards, net of related tax effects.................        (38)          (33)
                                                                      ----------    ----------

     Pro forma, net loss.............................................      ($335)        ($122)
                                                                      ==========    ==========

     Basic and Diluted loss for common stockholders per common share:
          As reported................................................     ($0.13)       ($0.09)
          Pro forma..................................................     ($0.15)       ($0.13)
</TABLE>


     Total stock-based  compensation expense was determined under the fair value
     method for all awards assuming  accelerated  vesting of the Company's stock
     options as permitted  under SFAS No. 123. Had the Company  applied the fair
     value recognition  provisions of SFAS No. 123 assuming straight-line rather
     than  accelerated   vesting  of  its  stock  options,   total   stock-based
     compensation  expense,  net of  related  tax  effects,  would have been $32
     million  and $27  million  for  the  interim  periods  in  2003  and  2002,
     respectively.

     The weighted-average  fair value at date of grant of a Class A common stock
     option  granted  under the  Company's  option plans during the 2003 interim
     period was $11.56.  The  weighted-average  fair value at date of grant of a
     Class A Special  common stock option  granted under the option plans during
     the  interim  period  in 2002 was  $16.43.  The fair  value of each  option
     granted  during the interim  periods in 2003 and 2002 was  estimated on the
     date of  grant  using  the  Black-Scholes  option-pricing  model  with  the
     following weighted-average assumptions:


                                            Three Months Ended March 31,
                                              2003                2002
                                         ---------------    ----------------
                                             Class A        Class A Special
                                          Common Stock        Common Stock
                                         ---------------    ----------------
     Dividend yield.....................           0%                 0%
     Expected volatility................        29.2%              29.2%
     Risk-free interest rate............         3.8%               5.3%
     Expected option lives (in years)...         8.0                8.0
     Forfeiture rate....................         3.0%               3.0%

     The pro forma  effect  on net loss and net loss per  share for the  interim
     periods by applying SFAS No. 123 may not be indicative of the effect on net
     income  or loss in  future  years  since  SFAS No.  123 does not take  into
     consideration pro forma  compensation  expense related to awards made prior
     to  January  1,  1995 and  since  additional  awards  in  future  years are
     anticipated.



                                       14


<PAGE>


                      COMCAST CORPORATION AND SUBSIDIARIES
                                    FORM 10-Q
                          QUARTER ENDED MARCH 31, 2003
        NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS - CONTINUED
                                   (Unaudited)

     Comcast Option Plans
     The Company maintains stock option plans for certain  employees,  directors
     and other persons (collectively, the "Comcast Option Plans"). The following
     table  summarizes  the activity of the Comcast Option Plans during the 2003
     interim period (options in thousands):



<TABLE>
<CAPTION>
                                                     Class A               Class A Special           
                                                   Common Stock              Common Stock
                                              ----------------------    ----------------------
                                                          Weighted-                 Weighted-
                                                           Average                   Average
                                                          Exercise                  Exercise
                                               Options      Price        Options      Price
                                              ---------  ------------   ---------  -----------
<S>                                              <C>        <C>          <C>         <C>   
      Outstanding at beginning of period....     63,575     $43.31       64,890      $28.57
                                                                                    
      Granted...............................     16,843      27.23                  
                                                                                    
      Exercised.............................       (167)     15.85         (316)       9.71
                                                                                    
      Canceled..............................       (801)     41.38         (252)      38.96
                                              ---------               ---------     
      Outstanding at end of period..........     79,450      39.98       64,322       28.63
                                              =========               =========     
      Exercisable at end of period..........     58,010      44.79       25,000       21.91
                                              =========               =========     
</TABLE>

                                                                           
   Comprehensive Loss
   The Company's total comprehensive loss for the interim periods was as follows
(in millions):



<TABLE>
<CAPTION>
                                                                Three Months Ended
                                                                    March 31,
                                                                2003        2002
                                                             ---------  ----------
<S>                                                              <C>          <C>  
     Net loss.............................................       ($297)       ($89)
     Unrealized losses on marketable securities...........         (31)       (141)
     Reclassification adjustments for losses
       included in net loss...............................          24           5
     Unrealized losses on the effective portion of
       cash flow hedges...................................                      (4)
     Foreign currency translation gains (losses)..........           6         (12)
                                                             ---------  ----------
     Comprehensive loss...................................       ($298)      ($241)
                                                             =========  ==========
</TABLE>


9.   STATEMENT OF CASH FLOWS - SUPPLEMENTAL INFORMATION

     The Company  made cash  payments  for  interest and income taxes during the
     interim periods as follows (in millions):



<TABLE>
<CAPTION>
                                                                        Three Months Ended     
                                                                            March 31,
                                                                        2003         2002
                                                                      --------     ---------
<S>                                                                       <C>           <C> 
     Interest........................................................     $567          $110
     Income taxes....................................................      $41           $30
</TABLE>


10.  COMMITMENTS AND CONTINGENCIES

     Commitments
     Certain subsidiaries of the Company support debt compliance with respect to
     obligations  aggregating  $1.731  billion  as of March 31,  2003 of certain
     cable television partnerships and investments in which the Company holds an

                                       15


<PAGE>


                      COMCAST CORPORATION AND SUBSIDIARIES
                                    FORM 10-Q
                          QUARTER ENDED MARCH 31, 2003
        NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS - CONTINUED
                                   (Unaudited)

     ownership  interest (see Note 5). The  obligations  expire between May 2008
     and September 2010. Although there can be no assurance, management believes
     that  it  will  not  be  required  to  meet  its  obligations   under  such
     commitments.  The total notional  amount of commitments for the Company was
     $1.731  billion  as of March 31,  2003,  at which time there were no quoted
     market prices for similar agreements.

     Contingencies
     On March 3, 2003,  the Company  announced  that Liberty  Media  Corporation
     ("Liberty")  delivered  a  notice  to  it,  pursuant  to  the  stockholders
     agreement  between the Company and  Liberty,  that  triggers an exit rights
     process  with  respect to  Liberty's  approximate  42%  interest in QVC. An
     appraisal  process will  determine  the value of QVC. The Company will then
     have  the  right  to  purchase  Liberty's  interest  in  QVC  based  on the
     determined value. The Company may pay Liberty for the QVC stock in cash, in
     a promissory note maturing not more than three years after issuance, in its
     equity securities or in a combination of these,  subject to Liberty's right
     to request payment in all equity securities and the parties'  obligation to
     use reasonable efforts to consummate the purchase in the most tax efficient
     method  available  (provided  that the  Company  is not  required  to issue
     securities representing more than 4.9% of the outstanding equity or vote of
     the  Company's  common  stock).  If the  Company  elects  not  to  purchase
     Liberty's  interest  in QVC,  Liberty  then will  have a  similar  right to
     purchase  the  Company's  approximate  57%  interest in QVC. If neither the
     Company nor Liberty  elect to purchase the interest of the other,  then the
     Company  and Liberty  are  required to use their best  efforts to sell QVC;
     either company is permitted to be a purchaser in any such sale. The Company
     and  Liberty may agree not to enter into a  transaction,  or may agree to a
     transaction other than that specified in the stockholders agreement.  Under
     the current  terms of the  stockholders  agreement  between the Company and
     Liberty,  the  Company  would no longer  control  QVC if it  elects  not to
     purchase Liberty's interest in QVC.

     Litigation  has been  filed  against  the  Company  as a result of  alleged
     conduct of the Company with respect to its  investment in and  distribution
     relationship with At Home Corporation. At Home was a provider of high-speed
     Internet access and content services which filed for bankruptcy  protection
     in September 2001. Filed actions are: (i) class action lawsuits against the
     Company,  Brian L. Roberts (the  Company's  President  and Chief  Executive
     Officer and a director),  AT&T (the former  controlling  shareholder  of At
     Home  and also a  former  distributor  of the At Home  service)  and  other
     corporate  and  individual  defendants  in the Superior  Court of San Mateo
     County, California,  alleging breaches of fiduciary duty on the part of the
     Company and the other defendants in connection with transactions  agreed to
     in March 2000 among At Home, the Company, AT&T and Cox Communications, Inc.
     (Cox is also an investor in At Home and a former distributor of the At Home
     service);  (ii) class action lawsuits against Comcast Cable Communications,
     Inc.,  AT&T and others in the United States District Court for the Southern
     District of New York,  alleging  securities  law  violations and common law
     fraud in connection with  disclosures  made by At Home in 2001; and (iii) a
     lawsuit  brought in the United  States  District  Court for the District of
     Delaware in the name of At Home by certain At Home bondholders  against the
     Company,  Brian L. Roberts, Cox and others,  alleging breaches of fiduciary
     duty  relating  to the March 2000  transactions  and  seeking  recovery  of
     alleged  short- swing profits of at least $600 million  pursuant to Section
     16(b) of the  Securities  Exchange Act of 1934  purported to have arisen in
     connection  with certain  transactions  relating to At Home stock  effected
     pursuant to the March 2000  agreements.  The  actions in San Mateo  County,
     California have been stayed by the United States  Bankruptcy  Court for the
     Northern  District  of  California,  the  court in which At Home  filed for
     bankruptcy,  as violating  the automatic  bankruptcy  stay. In the Southern
     District of New York actions,  the court  ordered the actions  consolidated
     into a single action.  An amended  consolidated  class action complaint was
     filed on November 8, 2002. All of the defendants  served motions to dismiss
     on February 11, 2003.

     Under the terms of the Broadband acquisition,  the Company is contractually
     liable for 50% of any  liabilities  of AT&T relating to At Home,  including
     any  resulting  from any  pending or  threatened  litigation.  AT&T will be
     liable for the other 50% of these  liabilities.  In addition to the actions
     against AT&T described above, where the Company is also a defendant,  there
     are two additional  actions brought by At Home's  bondholders'  liquidating
     trust  against  AT&T,  not naming the Company:  (i) a lawsuit filed against
     AT&T and certain of its senior  officers in Santa Clara,  California  state
     court alleging various breaches of fiduciary  duties,  misappropriation  of
     trade  secrets  and  other  causes  of  action  in   connection   with  the
     transactions in March 2000 described above, and prior and subsequent

                                       16


<PAGE>


                      COMCAST CORPORATION AND SUBSIDIARIES
                                    FORM 10-Q
                          QUARTER ENDED MARCH 31, 2003
        NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS - CONTINUED
                                   (Unaudited)

     alleged  conduct on the part of the  defendants,  and (ii) an action  filed
     against AT&T in the District Court for the Northern District of California,
     alleging  that AT&T  infringes  an At Home  patent  by using its  broadband
     distribution and high-speed Internet backbone networks and equipment.  AT&T
     moved to dismiss the Santa Clara action on the grounds that  California  is
     an inconvenient  forum, but the court denied AT&T's motion. AT&T also moved
     to transfer  the  Northern  District of  California  action to the Southern
     District of New York as being a more  convenient  venue.  AT&T's motion was
     denied on April 25, 2003.

     The Company denies any wrongdoing in connection  with the claims which have
     been made  directly  against the  Company,  its  subsidiaries  and Brian L.
     Roberts,  and  intends  to  defend  all  of  these  claims  vigorously.  In
     management's opinion, the final disposition of these claims is not expected
     to have a material adverse effect on the Company's  consolidated  financial
     position,  but could  possibly be material  to the  Company's  consolidated
     results of operations of any one period. Further, no assurance can be given
     that  any  adverse  outcome  would  not be  material  to such  consolidated
     financial position.

     Management  is  continuing  to evaluate  this  litigation  and is unable to
     currently  determine  what impact,  if any, that the Company's 50% share of
     the  AT&T  At  Home  potential  liabilities  would  have  on the  Company's
     consolidated financial position or results of operations.  No assurance can
     be given that any adverse outcome would not be material.

     Some  of the  entities  formerly  attributed  to  Broadband  which  are now
     subsidiaries  of the Company are parties to an affiliation  term sheet with
     Starz Encore Group LLC, an affiliate of Liberty  Media  Corporation,  which
     extends to 2022.  The term sheet  requires  annual  fixed  price  payments,
     subject to adjustment for various factors,  including  inflation.  The term
     sheet  also  requires  the  Company  to pay  two-thirds  of Starz  Encore's
     programming  costs  above  levels  designated  in the  term  sheet.  Excess
     programming  costs that may be payable by the  Company in future  years are
     not presently estimable, and could be significant.

     By letter dated May 29, 2001,  Broadband disputed the enforceability of the
     excess programming  pass-through  provisions of the Starz Encore term sheet
     and  questioned  the validity of the term sheet as a whole.  Broadband also
     has raised certain issues  concerning the  uncertainty of the provisions of
     the term  sheet  and the  contractual  interpretation  and  application  of
     certain of its  provisions  to, among other  things,  the  acquisition  and
     disposition of cable systems. In July 2001, Starz Encore filed a lawsuit in
     Colorado state court seeking payment of the 2001 excess  programming  costs
     and a  declaration  that  the  term  sheet  is a  binding  and  enforceable
     contract.  In October 2001,  Broadband and Starz Encore agreed to delay any
     further  proceedings in the  litigation  until August 31, 2002 to allow the
     parties  time  to  continue   negotiations   toward  a  potential  business
     resolution of this dispute. As part of this standstill agreement, Broadband
     and  Starz  Encore  settled  Starz  Encore's  claim  for  the  2001  excess
     programming  costs,  and Broadband  agreed to continue to make the standard
     monthly  payments  due under the term  sheet,  with a full  reservation  of
     rights with respect to these  payments.  In connection  with the standstill
     agreement,  the court granted a stay on October 30, 2001.  The terms of the
     stay order  allowed  either  party to  petition  the court to lift the stay
     after  April 30, 2002 and to proceed  with the  litigation.  Broadband  and
     Starz Encore  agreed to extend the  standstill  agreement to and  including
     January 31, 2003,  with a requirement  that the parties  attempt to mediate
     the dispute. A mediation session held in January 2003 did not result in any
     resolution of the matter.

     On November 18, 2002,  the Company and Comcast  Holdings filed suit against
     Starz Encore in the United States  District Court for the Eastern  District
     of  Pennsylvania.  The  Company  and Comcast  Holdings  seek a  declaratory
     judgment  that,  pursuant to their rights  under a March 17, 1999  contract
     with a predecessor  of Starz Encore,  upon the  completion of the Broadband
     acquisition  that  contract now provides the terms under which Starz Encore
     programming is acquired and transmitted by the Company's cable systems.  On
     January 8, 2003,  Starz Encore filed a motion to dismiss the lawsuit on the
     grounds  that claims  asserted by the Company and Comcast  Holdings  raised
     issues of state law that the United States District Court should decline to
     decide. The Company has responded contesting these assertions.  That motion
     has been submitted to the Court for decision.


                                       17


<PAGE>


                      COMCAST CORPORATION AND SUBSIDIARIES
                                    FORM 10-Q
                          QUARTER ENDED MARCH 31, 2003
        NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS - CONTINUED
                                   (Unaudited)

     On January 31, 2003, Starz Encore filed an amended complaint in its lawsuit
     against  Broadband in Colorado state court. The amended  complaint adds the
     Company and Comcast  Holdings as defendants and adds new claims against the
     Company,  Comcast Holdings and Broadband asserting alleged breaches of, and
     interference  with, the standstill  agreement relating to the lawsuit filed
     by  the  Company  and  Comcast   Holdings  in  federal  District  Court  in
     Pennsylvania  and to the defendants'  position that since the completion of
     the  Broadband  acquisition,  the March 17, 1999  contract now provides the
     terms under which Starz Encore  programming is acquired and  transmitted by
     the Company's cable systems.

     On March 3, 2003,  Starz  Encore  filed a motion for leave to file a second
     amended  complaint that would add  allegations  that Broadband has breached
     certain  joint-marketing  obligations  under  the term  sheet  and that the
     Company  and  Comcast  Holdings  have  breached   certain   joint-marketing
     obligations  under the March 17, 1999  contract and other  agreements.  The
     Company,  Comcast  Holdings and Broadband  intend to oppose Starz  Encore's
     motion for leave to file a second amended  complaint and, in light of Starz
     Encore's  pending  motion for leave to amend,  have sought an  extension of
     time from the Court to respond to Starz Encore's amended complaint.

     On April 3, 2003,  the  Company  and  Comcast  Holdings  filed a motion for
     summary judgment in the federal action in Pennsylvania.  On April 16, 2003,
     Starz Encore filed a motion seeking (i) to strike the affidavit  supporting
     the  summary  judgment  motion  or,  in the  alternative,  (ii)  a  general
     postponement of Starz Encore's  response date (or at a minimum a three week
     extension).  On April 29, 2003,  the Company and Comcast  Holdings filed an
     opposition to Starz Encore's motion.  The Court has not yet ruled on either
     motion.

     An entity  formerly  attributed to Broadband,  which is now a subsidiary of
     the  Company,  is party to a master  agreement  that may not  expire  until
     December 31, 2012,  under which it purchases  certain billing services from
     CSG Systems,  Inc. The master agreement requires monthly payments,  subject
     to adjustment  for  inflation.  The master  agreement  also contains a most
     favored nation provision that may affect the amounts paid thereunder.

     On May 10,  2002,  Broadband  filed a demand for  arbitration  against  CSG
     before the American Arbitration Association asserting,  among other things,
     the right to terminate the master  agreement and seeking  damages under the
     most favored nation  provision or otherwise.  On May 31, 2002, CSG answered
     Broadband's   arbitration   demand  and  asserted  various   counterclaims,
     including for (i) breach of the master  agreement;  (ii) a declaration that
     the  Company  is  now  bound  by the  master  agreement  to use  CSG as its
     exclusive  provider for certain  billing and customer care services;  (iii)
     tortious  interference  with prospective  contractual  relations;  and (iv)
     civil conspiracy.  A hearing in the arbitration is scheduled to commence on
     May 9, 2003.

     On June 21, 2002, CSG filed a lawsuit against  Comcast  Holdings in federal
     court in Denver,  Colorado asserting claims related to the master agreement
     and the  pending  arbitration.  On  November  4,  2002,  CSG  withdrew  its
     complaint against Comcast Holdings without prejudice. On November 15, 2002,
     the  Company   initiated  a  lawsuit   against  CSG  in  federal  court  in
     Philadelphia,  Pennsylvania  asserting  that cable systems owned by Comcast
     Holdings are not required to use CSG as a billing  service or customer care
     provider  pursuant to the master  agreement,  and that the former Broadband
     cable  systems  owned by the  Company  may be added  to a  billing  service
     agreement  between the  Company  and CSG.  CSG moved to dismiss or stay the
     lawsuit on the  ground  that the issues  raised by the  complaint  could be
     wholly or substantially determined by the above-mentioned  arbitration.  By
     Order dated  February 10, 2003,  the Court stayed the lawsuit until further
     notice.

     On January 8, 2003,  Liberty  Digital,  Inc.  filed a complaint in Colorado
     state court against the Company and Comcast Cable  Holdings,  LLC (formerly
     AT&T  Broadband  LLC  and   Tele-Communications,   Inc.),  a  wholly  owned
     subsidiary  of the  Company.  The  complaint  alleges  that  Comcast  Cable
     Holdings breached a 1997  "contribution  agreement" between Liberty Digital
     and Comcast Cable Holdings and that the Company tortiously  interfered with
     that  agreement.  The  complaint  alleges  that  this  purported  agreement
     obligates  Comcast Cable Holdings to pay fees to Liberty  Digital  totaling
     $18 million  (increasing  at CPI) per year  through  2017.  The Company and
     Comcast  Cable  Holdings  filed their  answer to the  complaint on March 5,
     2003, in which the Company and Comcast Cable Holdings  denied the essential
     allegations of the complaint and asserted various affirmative defenses.

                                       18


<PAGE>


                      COMCAST CORPORATION AND SUBSIDIARIES
                                    FORM 10-Q
                          QUARTER ENDED MARCH 31, 2003
        NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS - CONTINUED
                                   (Unaudited)

     In management's opinion, the final disposition of the Starz Encore, CSG and
     Liberty  Digital  contractual  disputes is not  expected to have a material
     adverse effect on the Company's  consolidated financial position or results
     of operations.  However, no assurance can be given that any adverse outcome
     would not be material to such consolidated financial position or results of
     operations.

     The Company is subject to other legal proceedings and claims which arise in
     the ordinary  course of its  business.  In the opinion of  management,  the
     amount of ultimate  liability  with respect to such actions is not expected
     to  materially  affect the  financial  condition,  results of operations or
     liquidity of the Company.

     In  connection  with a license  awarded  to an  affiliate,  the  Company is
     contingently  liable in the event of  nonperformance  by the  affiliate  to
     reimburse a bank which has provided a performance guarantee.  The amount of
     the  performance  guarantee  is  approximately  $165  million;  however the
     Company's  current  estimate of the amount of expenditures  (principally in
     the  form of  capital  expenditures)  that  will  be made by the  affiliate
     necessary to comply with the performance  requirements  will not exceed $50
     million.



                                       19


<PAGE>


                      COMCAST CORPORATION AND SUBSIDIARIES
                                    FORM 10-Q
                          QUARTER ENDED MARCH 31, 2003
        NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS - CONTINUED
                                   (Unaudited)

11.  FINANCIAL DATA BY BUSINESS SEGMENT

     The following  represents  the  Company's  significant  business  segments,
     "Cable" and "Commerce." The components of net income (loss) below operating
     income (loss)  before  depreciation  and  amortization  are not  separately
     evaluated by the Company's management on a segment basis (in millions).


<TABLE>
<CAPTION>
<S>                                                         <C>                <C>            <C>         <C>  
                                                                                      Corporate and
                                                           Cable         Commerce       Other (1)        Total
                                                           -----         --------     --------------     -----
Three Months Ended March 31, 2003
---------------------------------
Revenues (2).........................................      $4,232          $1,062           $224         $5,518
Operating income before depreciation
     and amortization (3)............................       1,421             211              6          1,638
Depreciation and amortization........................       1,080              31             54          1,165
Operating income (loss)..............................         341             180            (48)           473
Interest expense.....................................         448               1             76            525
Capital expenditures.................................         953              13              5            971

Three Months Ended March 31, 2002
---------------------------------
Revenues (2).........................................      $1,469            $988           $210         $2,667
Operating income before depreciation
     and amortization (3)............................         597             192             19            808
Depreciation and amortization........................         293              27             67            387
Operating income (loss)..............................         304             165            (48)           421
Interest expense.....................................         146               3             38            187
Capital expenditures.................................         358              32              9            399

As of March 31, 2003
--------------------
Assets...............................................    $100,314          $3,083         $6,615       $110,012
Long-term debt, less current portion.................      25,236                          5,022         30,258

As of December 31, 2002
-----------------------
Assets...............................................    $106,291          $3,000         $3,814       $113,105
Long-term debt, less current portion.................      26,033               1          1,923         27,957
_______________
<FN>
(1)    Other includes segments not meeting certain  quantitative  guidelines for
       reporting  including the Company's  content  operations  and  elimination
       entries  related to the segments  presented.  Corporate  and other assets
       consist  primarily of the Company's  investments  and  intangible  assets
       related to the Company's content operations (see Notes 5 and 6).
(2)    Revenues  include $215 million and $140 million  during the 2003 and 2002
       interim periods, respectively, of non-US revenues, principally related to
       the  Company's  commerce  segment.  No single  customer  accounted  for a
       significant amount of the Company's revenues in any period.
(3)    Operating  income  before   depreciation  and  amortization  is  commonly
       referred to in the Company's businesses as EBITDA.  EBITDA is the measure
       of profit or loss used to evaluate  performance  of all of the  Company's
       operating  segments  and  operating  units  within  all of the  Company's
       segments.  EBITDA is defined as operating income before  depreciation and
       amortization  and  impairment  charges,  if any,  related  to  fixed  and
       intangible  assets.  As such,  it  eliminates  the  significant  level of
       non-cash  depreciation  and  amortization  expense  that results from the
       capital  intensive  nature of the  Company's  businesses  and  intangible
       assets  recognized  in business  combinations  and is  unaffected  by the
       Company's   capital  structure  or  investment   activities.   EBITDA  is
       frequently used as one of the bases for comparing the Company's operating
       performance  with other companies in the Company's  industries,  although
       the  Company's  measure  of  EBITDA  may not be  directly  comparable  to
       similarly  titled  measures  of other  companies.  EBITDA  should  not be
       considered  as a  substitute  for  operating  income  (loss),  net income
       (loss),  net cash provided by operating  activities or other  measures of
       performance or liquidity reported in accordance with GAAP.
</FN>
</TABLE>


                                       20


<PAGE>


                      COMCAST CORPORATION AND SUBSIDIARIES
                                    FORM 10-Q
                          QUARTER ENDED MARCH 31, 2003
        NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS - CONTINUED
                                   (Unaudited)

12.  CONDENSED CONSOLIDATING FINANCIAL INFORMATION

     In November 2002, in order to simplify the Company's capital structure, the
     Company and four of its cable holding company  subsidiaries,  Comcast Cable
     Communications,   Inc.   (Comcast   Cable   or   "CCCI"),   Comcast   Cable
     Communications  Holdings,  Inc. (Comcast Cable  Communications  Holdings or
     "CCCH"),  Comcast MO Group,  Inc.  ("Comcast MO Group"),  and Comcast Cable
     Holdings,  LLC (Comcast Cable Holdings or "CCH"), fully and unconditionally
     guaranteed  each other's  debt  securities.  Comcast MO of  Delaware,  Inc.
     ("Comcast MO of Delaware") was not originally a part of the Cross-Guarantee
     Structure.  On  March  12,  2003,  the  Company  announced  the  successful
     completion of a bondholder  consent  solicitation  related to Comcast MO of
     Delaware's $1.7 billion  aggregate  principal  amount in debt securities to
     permit it to become  part of the  Cross-Guarantee  Structure  (see Note 7).
     Comcast MO Group and CCH (as of  December  31,  2002) and Comcast MO Group,
     CCH and  Comcast  MO of  Delaware  (as of March  31,  2003 and for the 2003
     interim  period)  are  collectively  referred  to as  the  "Combined  CCHMO
     Parents." Condensed  consolidating  financial information of the Company is
     as follows (in millions):


<TABLE>
<CAPTION>
                                                        Comcast Corporation
                                               Condensed Consolidating Balance Sheet
                                                       As of March 31, 2003

<S>                                            <C>      <C>       <C>         <C>           <C>         <C>           <C>
                                                                                                       Elimination   
                                                                           Combined         Non-          and         Consolidated
                                             Comcast    CCCI      CCCH       CCHMO       Guarantor  Consolidation       Comcast
                                              Parent   Parent    Parent     Parents    Subsidiaries   Adjustments    Corporation
                                             -------- --------  --------   ---------      --------     ---------      -----------
ASSETS                                                                                                                
   Cash and cash equivalents................    $        $         $           $            $1,024         $               $1,024
   Investments..............................       31                                        3,122                          3,153
   Accounts receivable, net.................                                                 1,323                          1,323
   Inventories, net.........................                                                   482                            482
   Deferred income taxes....................                                                   129                            129
   Other current assets.....................       10                                          367                            377
                                             -------- --------  --------   ---------      --------     ---------      -----------
     Total current assets...................       41                                        6,447                          6,488
                                             -------- --------  --------   ---------      --------     ---------      -----------
   INVESTMENTS..............................                                                13,188                         13,188
   INVESTMENTS IN AND AMOUNTS DUE FROM                                                                                
     SUBSIDIARIES ELIMINATED UPON                                                                                     
     CONSOLIDATION..........................   42,088   21,016    29,849      37,993        13,800      (144,746)     
   PROPERTY AND EQUIPMENT, net..............                                                18,961                         18,961
   FRANCHISE RIGHTS.........................                                                48,290                         48,290
   GOODWILL.................................                                                17,039                         17,039
   OTHER INTANGIBLE ASSETS, net.............                                                 5,273                          5,273
   OTHER NONCURRENT ASSETS, net............        86       52        37                       598                            773
                                             -------- --------  --------   ---------      --------     ---------      -----------
   Total Assets.............................  $42,215  $21,068   $29,886     $37,993      $123,596     ($144,746)        $110,012
                                             ======== ========  ========   =========      ========     =========      ===========
                                                                                                                      
LIABILITIES AND STOCKHOLDERS' EQUITY                                                                                  
   Accounts payable.........................    $        $         $           $            $1,631         $               $1,631
   Accrued expenses and other current                                                                                 
     liabilities ...........................      212      175        56         273         4,154                          4,870
   Deferred income taxes....................                                                 1,093                          1,093
   Current portion of long-term debt........                                     856         1,796                          2,652
                                             -------- --------  --------   ---------      --------     ---------      -----------
     Total current liabilities..............      212      175        56       1,129         8,674                         10,246
                                             -------- --------  --------   ---------      --------     ---------      -----------
   LONG-TERM DEBT, less current portion.....    3,670    7,093     5,998       6,815         6,682                         30,258
   DEFERRED INCOME TAXES....................                                                23,125                         23,125
   OTHER NONCURRENT LIABILITIES.............      279                            200         5,121                          5,600
   MINORITY INTEREST........................                                                 2,729                          2,729
                                                                                                                      
STOCKHOLDERS' EQUITY                                                                                                  
   Common stock.............................       25                                                                          25
                                                                                                                      
   Other stockholders' equity...............   38,029   13,800    23,832      29,849        77,265      (144,746)          38,029
                                             -------- --------  --------   ---------      --------     ---------      -----------
     Total Stockholders' Equity.............   38,054   13,800    23,832      29,849        77,265      (144,746)          38,054
                                             -------- --------  --------   ---------      --------     ---------      -----------
     Total Liabilities and Stockholders'                                                                              
       Equity...............................  $42,215  $21,068   $29,886     $37,993      $123,596     ($144,746)        $110,012
                                             ======== ========  ========   =========      ========     =========      ===========
</TABLE>


                                       21


<PAGE>


<TABLE>
<CAPTION>
                                               COMCAST CORPORATION AND SUBSIDIARIES
                                                             FORM 10-Q
                                                   QUARTER ENDED MARCH 31, 2003
                                 NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS - CONTINUED
                                                            (Unaudited)


                                                    Comcast Corporation
                                           Condensed Consolidating Balance Sheet
                                                  As of December 31, 2002



                                                                                                       Elimination   
                                                                             Combined        Non-          and        Consolidated
                                             Comcast     CCCI       CCCH       CCHMO       Guarantor  Consolidation     Comcast
                                              Parent    Parent     Parent     Parents    Subsidiaries  Adjustments   Corporation
                                             --------  --------   --------   ---------     --------     ---------     -----------
<S>                                            <C>       <C>        <C>         <C>          <C>         <C>          <C>
ASSETS                                                                                                                
   Cash and cash equivalents................    $         $          $           $             $781         $                $781
   Investments..............................       30                                         3,236                         3,266
   Accounts receivable, net.................                                                  1,383                         1,383
   Inventories, net.........................                                                    479                           479
   Assets held for sale.....................                                                    613                           613
   Deferred income taxes....................                                                    129                           129
   Other current assets.....................       22                                           403                           425
                                             --------  --------   --------   ---------     --------     ---------     -----------
     Total current assets...................       52                                         7,024                         7,076
                                             --------  --------   --------   ---------     --------     ---------     -----------
   INVESTMENTS..............................                                                 15,207                        15,207
     INVESTMENTS IN AND AMOUNTS DUE FROM                                                                              
     SUBSIDIARIES ELIMINATED UPON                                                                                     
     CONSOLIDATION..........................   39,356    21,818     33,683      40,749       13,913      (149,519)    
   PROPERTY AND EQUIPMENT, net..............                                                 18,866                        18,866
   FRANCHISE RIGHTS.........................                                                 48,222                        48,222
   GOODWILL.................................                                                 17,397                        17,397
   OTHER INTANGIBLE ASSETS, net.............                                                  5,599                         5,599
   OTHER NONCURRENT ASSETS, net............        74        99        121                      444                           738
                                             --------  --------   --------   ---------     --------     ---------     -----------
   Total Assets.............................  $39,482   $21,917    $33,804     $40,749     $126,672     ($149,519)       $113,105
                                             ========  ========   ========   =========     ========     =========     ===========
                                                                                                                      
LIABILITIES AND STOCKHOLDERS' EQUITY                                                                                  
   Accounts payable.........................       $1     $          $           $           $1,662         $              $1,663
   Accrued expenses and other current 
     liabilities............................      208       107         46         469        4,819                         5,649
   Liabilities related to assets held 
     for sale...............................                                                     13                            13
   Deferred income taxes....................                                                  1,105                         1,105
   Short-term debt..........................                         3,750                                                  3,750
   Current portion of long-term debt........                                     1,465        1,738                         3,203
                                             --------  --------   --------   ---------     --------     ---------     -----------
     Total current liabilities..............      209       107      3,796       1,934        9,337                        15,383
                                             --------  --------   --------   ---------     --------     ---------     -----------
   LONG-TERM DEBT, less current portion.....      680     7,897      6,005       4,932        8,443                        27,957
   DEFERRED INCOME TAXES....................                                                 23,110                        23,110
   OTHER NONCURRENT LIABILITIES.............      264                              200        5,188                         5,652
   MINORITY INTEREST........................                                                  2,674                         2,674
                                                                                                                      
STOCKHOLDERS' EQUITY                                                                                                  
   Common stock.............................       25                                                                          25
   Other stockholders' equity...............   38,304    13,913     24,003      33,683       77,920      (149,519)         38,304
                                             --------  --------   --------   ---------     --------     ---------     -----------
     Total Stockholders' Equity.............   38,329    13,913     24,003      33,683       77,920      (149,519)         38,329
                                             --------  --------   --------   ---------     --------     ---------     -----------
     Total Liabilities and Stockholders' 
          Equity............................  $39,482   $21,917    $33,804     $40,749     $126,672     ($149,519)       $113,105
                                             ========  ========   ========   =========     ========     =========     ===========
                                                                                                              
</TABLE>



                                                                22


<PAGE>


<TABLE>
<CAPTION>
                                                COMCAST CORPORATION AND SUBSIDIARIES
                                                              FORM 10-Q
                                                    QUARTER ENDED MARCH 31, 2003
                                  NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS - CONTINUED
                                                             (Unaudited)


                                                         Comcast Corporation
                                           Condensed Consolidating Statement of Operations
                                              For the Three Months Ended March 31, 2003


                                                                                                        Elimination                
                                                                              Combined       Non-          and         Consolidated
                                             Comcast     CCCI       CCCH       CCHMO       Guarantor   Consolidation     Comcast
                                              Parent    Parent     Parent     Parents    Subsidiaries   Adjustments    Corporation
                                             --------   -------   ---------   --------     --------     ----------     ----------
<S>                                                <C>       <C>         <C>        <C>       <C>             <C>           <C>  
REVENUES                                                                                                               
   Service revenues.........................    $          $          $          $           $4,456         $              $4,456
   Net sales from electronic retailing......                                                  1,062                         1,062
   Management fee revenue...................       95        37          58         58                        (248)    
                                             --------   -------   ---------   --------     --------     ----------     ----------
                                                   95        37          58         58        5,518           (248)         5,518
                                             --------   -------   ---------   --------     --------     ----------     ----------
COSTS AND EXPENSES                                                                                                     
   Operating (excluding depreciation).......                                                  1,930                         1,930
   Cost of goods sold from electronic
      retailing (excluding depreciation)....                                                    673                           673
   Selling, general and administrative......       38        37          58         58        1,334           (248)         1,277
   Depreciation.............................                                                    799                           799
   Amortization.............................                                                    366                           366
                                             --------   -------   ---------   --------     --------     ----------     ----------
                                                   38        37          58         58        5,102           (248)         5,045
                                             --------   -------   ---------   --------     --------     ----------     ----------
                                                                                                                       
OPERATING INCOME............................       57                                           416                           473
                                                                                                                       
OTHER INCOME (EXPENSE)                                                                                                 
   Interest expense.........................      (44)     (135)       (113)      (115)        (118)                         (525)
   Investment loss, net.....................                                                   (230)                         (230)
   Equity in net income (losses) of 
     affiliates.............................     (305)      229        (337)      (262)         121            534            (20)
   Other income.............................                                                     18                            18
                                             --------   -------   ---------   --------     --------     ----------     ----------
                                                 (349)       94        (450)      (377)        (209)           534           (757)
                                             --------   -------   ---------   --------     --------     ----------     ----------
INCOME (LOSS) BEFORE INCOME TAXES AND                                                                                  
  MINORITY INTEREST.........................     (292)       94        (450)      (377)         207            534           (284)
INCOME TAX BENEFIT (EXPENSE)................       (5)       47          40         40          (54)                           68
                                             --------   -------   ---------   --------     --------     ----------     ----------
INCOME (LOSS) BEFORE MINORITY INTEREST......     (297)      141        (410)      (337)         153            534           (216)
MINORITY INTEREST...........................                                                    (81)                          (81)
                                             --------   -------   ---------   --------     --------     ----------     ----------
NET INCOME (LOSS)...........................    ($297)     $141       ($410)     ($337)         $72           $534          ($297)
                                             ========   =======   =========   ========     ========     ==========     ==========
                                                                                                                 
</TABLE>







                                                                 23


<PAGE>



<TABLE>
<CAPTION>
                                               COMCAST CORPORATION AND SUBSIDIARIES
                                                             FORM 10-Q
                                                   QUARTER ENDED MARCH 31, 2003
                                 NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS - CONTINUED
                                                            (Unaudited)


                                                        Comcast Corporation
                                          Condensed Consolidating Statement of Operations
                                             For the Three Months Ended March 31, 2002


                                                                                                      Elimination    
                                                                            Combined      Non-           and         Consolidated
                                             Comcast    CCCI      CCCH       CCHMO      Guarantor   Consolidation      Comcast
                                              Parent   Parent    Parent     Parents     Subsidiar     Adjustments    Corporation
                                             --------  -------  ---------   --------    --------      ----------     ----------
<S>                                             <C>     <C>        <C>        <C>        <C>             <C>            <C>
REVENUES                                                                                                             
   Service revenues.........................    $         $         $          $          $1,679          $              $1,679
   Net sales from electronic retailing......                                                 988                            988
                                             --------  -------  ---------   --------    --------      ----------     ----------
                                                                                           2,667                          2,667
                                             --------  -------  ---------   --------    --------      ----------     ----------
                                                                                                                     
COSTS AND EXPENSES                                                                                                   
   Operating (excluding depreciation).......                                                 743                            743
   Cost of goods sold from electronic
      retailing (excluding depreciation)....                                                 629                            629
   Selling, general and administrative......                                                 487                            487
   Depreciation.............................                                                 334                            334
   Amortization.............................                                                  53                             53
                                             --------  -------  ---------   --------    --------      ----------     ----------
                                                                                           2,246                          2,246
                                             --------  -------  ---------   --------    --------      ----------     ----------
                                                                                                                     
OPERATING INCOME............................                                                 421                            421
                                                                                                                     
OTHER INCOME (EXPENSE)                                                                                               
   Interest expense.........................              (140)                              (47)                          (187)
   Investment loss, net.....................                                                (248)                          (248)
   Equity in net income (losses) of 
     affiliates.............................               192                                96            (293)            (5)
   Other expense............................                                                 (23)                           (23)
                                             --------  -------  ---------   --------    --------      ----------     ----------
                                                            52                              (222)           (293)          (463)
                                             --------  -------  ---------   --------    --------      ----------     ----------
                                                                                                                     
INCOME (LOSS) BEFORE INCOME TAXES                                                                                    
   AND MINORITY INTEREST....................                52                               199            (293)           (42)
                                                                                                                     
INCOME TAX BENEFIT (EXPENSE)................                49                               (52)                            (3)
                                             --------  -------  ---------   --------    --------      ----------     ----------
                                                                                                                     
INCOME (LOSS) BEFORE MINORITY INTEREST......               101                               147            (293)           (45)
                                                                                                                     
MINORITY INTEREST...........................                                                 (44)                           (44)
                                             --------  -------  ---------   --------    --------      ----------     ----------
                                                                                                                     
NET INCOME (LOSS)...........................              $101                              $103           ($293)          ($89)
                                             ========  =======  =========   ========    ========      ==========     ==========
                                                                                                             
</TABLE>



                                                                24


<PAGE>


<TABLE>
<CAPTION>
                                                COMCAST CORPORATION AND SUBSIDIARIES
                                                              FORM 10-Q
                                                    QUARTER ENDED MARCH 31, 2003
                                  NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS - CONTINUED
                                                             (Unaudited)


                                                         Comcast Corporation
                                           Condensed Consolidating Statement of Cash Flows
                                              For the Three Months Ended March 31, 2003


                                                                                                         Elimination             
                                                                                 Combined      Non-         and        Consolidated
                                             Comcast      CCCI        CCCH        CCHMO      Guarantor  Consolidation    Comcast
                                              Parent     Parent      Parent      Parents   Subsidiaries  Adjustments   Corporation
                                             --------    -------    ---------    --------    --------    ----------    ----------
                                                                                                                        
<S>                                             <C>        <C>        <C>        <C>             <C>           <C>           <C>   
OPERATING ACTIVITIES                                                                                                    
Net income (loss)............................   ($297)     $141       ($410)     ($337)          $72           $534          ($297)
Adjustments to reconcile net income (loss) 
   to net cash provided by (used in) 
   operating activities:                                                                     
   Depreciation..............................                                                    799                           799
   Amortization..............................                                                    366                           366
   Non-cash interest (income) expense, net...                (4)                   (33)           16                           (21)
   Equity in net (income) losses of 
     affiliates..............................     305      (229)        337        262          (121)          (534)            20
   Losses (gains) on investments and other                                                                     
     (income) expense, net...................                                                    247                           247
   Minority interest.........................                                                     55                            55
   Deferred income taxes.....................                                                   (182)                         (182)
   Proceeds from sales of trading securities.                                                     32                            32
   Other.....................................                                                     10                            10
                                               ------   -------   ---------   --------     ---------     ----------     ----------
                                                    8       (92)        (73)      (108)        1,294                         1,029
   Changes in working capital                                                                                           
     Decrease in accounts receivable, net....                                                     61                            61
     Increase in inventories, net............                                                     (3)                           (3)
     Increase in other current assets........                                                     48                            48
     Increase (decrease) in accounts 
       payable, accrued expenses and other
       current liabilities...................       4        68          10       (196)         (221)                         (335)
                                               ------   -------   ---------   --------     ---------     ----------     ----------
                                                    4        68          10       (196)         (115)                         (229)
                                                                                                                        
     Net cash provided by (used in) 
       operating activities..................      12       (24)        (63)      (304)        1,179                           800
                                               ------   -------   ---------   --------     ---------     ----------     ----------
                                                                                                                        
FINANCING ACTIVITIES                                                                                                    
   Proceeds from borrowings..................   3,690       200                                   10                         3,900
   Retirements and repayments of debt........    (700)   (1,000)     (3,750)      (608)          (21)                       (6,079)
   Other.....................................                                                    (16)                          (16)
                                               ------   -------   ---------   --------     ---------     ----------     ----------
     Net cash provided by (used in)                                                                                     
       financing activities..................   2,990      (800)     (3,750)      (608)          (27)                       (2,195)
                                               ------   -------   ---------   --------     ---------     ----------     ----------
                                                                                                                        
INVESTING ACTIVITIES                                                                                                    
Net transactions with affiliates.............  (3,002)      824       3,813        912        (2,547)                   
Proceeds from sales of (purchases of)                                                                         
   short-term investments, net...............                                                     (9)                           (9)
Proceeds from restructuring of TWE investment                                                  2,100                         2,100
Proceeds from sales of investments and 
    assets held for sale.....................                                                    668                           668
Purchases of investments.....................                                                    (72)                          (72)
Capital expenditures.........................                                                   (971)                         (971)
Additions to intangible and other noncurrent
    assets...................................                                                    (78)                          (78)
                                               ------   -------   ---------   --------     ---------     ----------     ----------
   Net cash provided by (used in) investing
    activities...............................  (3,002)      824       3,813        912          (909)                        1,638
                                               ------   -------   ---------   --------     ---------     ----------     ----------
                                                                                                                   
INCREASE IN CASH AND CASH EQUIVALENTS........                                                    243                           243
CASH AND CASH EQUIVALENTS, beginning of 
    period...................................                                                    781                           781
                                               ------   -------   ---------   --------     ---------     ----------     ----------
CASH AND CASH EQUIVALENTS, end of period.....   $           $         $        $              $1,024          $             $1,024
                                               ======   =======   =========   ========     =========     ==========     ==========


</TABLE>


                                                                 25


<PAGE>



<TABLE>
<CAPTION>
                                                COMCAST CORPORATION AND SUBSIDIARIES
                                                              FORM 10-Q
                                                    QUARTER ENDED MARCH 31, 2003
                                  NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS - CONCLUDED
                                                             (Unaudited)


                                                         Comcast Corporation
                                           Condensed Consolidating Statement of Cash Flows
                                              For the Three Months Ended March 31, 2002


                                                                                                         Elimination             
                                                                                 Combined      Non-         and        Consolidated
                                             Comcast      CCCI        CCCH        CCHMO      Guarantor  Consolidation    Comcast
                                              Parent     Parent      Parent      Parents   Subsidiaries  Adjustments   Corporation
                                             --------    -------    ---------    --------    --------    ----------    ----------
<S>                                             <C>        <C>        <C>        <C>             <C>           <C>           <C>   
OPERATING ACTIVITIES                                                                                                   
Net income (loss)............................               $101                                 $103         ($293)         ($89)
Adjustments to reconcile net income (loss)
   to net cash provided by (used in) 
   operating activities:                                                                    
   Depreciation..............................                                                     334                         334
   Amortization..............................                                                      53                          53
   Non-cash interest (income) expense, net...                 (3)                                  15                          12
   Equity in net (income) losses of 
     affiliates..............................               (192)                                 (96)          293             5
   Losses (gains) on investments and other
     (income) expense, net...................                                                     277                         277
   Minority interest.........................                                                      44                          44
   Deferred income taxes.....................                                                      17                          17
   Other.....................................                                                     (37)                        (37)
                                             --------    -------    ---------    --------    --------    ----------    ----------
                                                             (94)                                 710                         616
                                                                                                                       
   Changes in working capital                                                                                          
     Increase in accounts receivable, net....                                                     (13)                        (13)
     Decrease in inventories.................                                                      28                          28
     Increase in other current assets........                                                     (47)                        (47)
     Increase (decrease) in accounts 
      payable, accrued expenses and other 
      current liabilities....................                 34                                  (99)                        (65)
                                             --------    -------    ---------    --------    --------    ----------    ----------
                                                              34                                 (131)                        (97)
                                                                                                                       
Net cash provided by (used in) operating 
     activities..............................                (60)                                 579                         519
                                             --------    -------    ---------    --------    --------    ----------    ----------
                                                                                                                       
FINANCING ACTIVITIES                                                                                                   
   Proceeds from borrowings..................                400                                  120                         520
   Retirements and repayments of debt........                                                    (451)                       (451)
   Other.....................................                                                      62                          62
                                             --------    -------    ---------    --------    --------    ----------    ----------
                                                                                                                       
Net cash provided by (used in) financing 
     activities..............................                400                                 (269)                        131
                                             --------    -------    ---------    --------    --------    ----------    ----------
                                                                                                                       
INVESTING ACTIVITIES                                                                                                   
   Net transactions with affiliates..........               (340)                                 340                  
   Acquisitions, net of cash required........                                                     (12)                        (12)
   Proceeds from sales of (purchase of) 
     short-term investments, net.............                                                       1                           1
   Proceeds from sales of investments........                                                      13                          13
   Purchases of investments..................                                                      (4)                         (4)
   Capital expenditures......................                                                    (399)                       (399)
   Additions to intangible and other 
     noncurrent assets.......................                                                     (56)                        (56)
                                             --------    -------    ---------    --------    --------    ----------    ----------
   Net cash provided by (used in) investing
     activities..............................               (340)                                (117)                       (457)
                                             --------    -------    ---------    --------    --------    ----------    ----------
                                                                                                                       
INCREASE IN CASH AND CASH EQUIVALENTS........                                                     193                         193
CASH AND CASH EQUIVALENTS, beginning of 
     period..................................                                                     350                         350
                                             --------    -------    ---------    --------    --------    ----------    ----------
CASH AND CASH EQUIVALENTS, end of period.....   $           $           $           $            $543        $               $543
                                             ========    =======    =========    ========    ========    ==========    ==========
                                                                                                                    
</TABLE>


                                                                 26


<PAGE>


                      COMCAST CORPORATION AND SUBSIDIARIES
                                    FORM 10-Q
                          QUARTER ENDED MARCH 31, 2003



I
TEM 2. MANAGEMENT'S  DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
        OF OPERATIONS

Overview

     We  have  grown  significantly  in  recent  years  through  both  strategic
acquisitions  and growth in our existing  businesses.  On November 18, 2002,  we
completed the  acquisition of AT&T Corp.'s  broadband  business (the  "Broadband
acquisition"). The Broadband acquisition substantially increased the size of our
cable  operations  and  caused  significant  changes in our  capital  structure,
including a substantially higher amount of debt. As a result, direct comparisons
of our  results  of  operations  for  periods  prior  to  November  18,  2002 to
subsequent  periods  are not  meaningful.  See  "Results  of  Operations"  for a
discussion  of the  effects  of the  Broadband  acquisition  on our  results  of
operations.

     We have  historically  met our cash needs for  operations  through our cash
flows from operating activities. We have generally financed our acquisitions and
capital  expenditures  through  issuances  of our common  stock,  borrowings  of
long-term debt,  sales of investments  and from existing cash, cash  equivalents
and short-term investments.

General Developments of Business

     Refer  to  Note 4 to our  financial  statements  included  in  Item 1 for a
discussion of our acquisitions and other significant events.

Liquidity and Capital Resources

     The  cable  and  the  electronic   retailing  industries  are  experiencing
increasing  competition and rapid technological  changes.  Our future results of
operations  will  be  affected  by  our  ability  to  react  to  changes  in the
competitive  environment  and by our ability to implement new  technologies.  We
believe that competition and technological changes will not significantly affect
our ability to obtain financing.

     We believe that we will be able to meet our current and long-term liquidity
and capital requirements,  including fixed charges,  through our cash flows from
operating  activities,  existing cash,  cash  equivalents and  investments,  and
through available borrowings under our existing credit facilities.

     Available  sources of  financing  to fund these  requirements  include  our
existing  cash  and  cash  equivalents,  amounts  available  under  our  and our
subsidiaries'  lines of credit,  which  total  $4.763  billion,  and through the
future sales or monetizations of our investments.

     In addition,  as more fully described in Note 4 to our financial statements
included  in  Item  1  (see  TWE   Restructuring),   upon  closing  of  the  TWE
restructuring  agreement, we received  common-equivalent  preferred stock of the
AOL Time Warner,  Inc.,  which will be  converted  into $1.5 billion of AOL Time
Warner  common  stock upon  completion  of an effective  registration  statement
filing with the SEC, and an  approximate  21%  economic  interest in Time Warner
Cable, Inc.

     Cash and Cash Equivalents

     We have  traditionally  maintained  significant  levels  of cash  and  cash
equivalents to meet our short-term liquidity requirements.  Our cash equivalents
are recorded at fair value.  Cash and cash equivalents as of March 31, 2003 were
$1.024 billion, substantially all of which is unrestricted.

     Investments

     A significant  portion of our investments are in publicly traded  companies
and are reflected at fair value which fluctuates with market changes.

     We do not have any significant contractual funding commitments with respect
to any of our  investments.  Our ownership  interests in these  investments may,
however, be diluted if we do not fund our investees'  non-binding capital calls.
We  continually  evaluate our existing  investments,  as well as new  investment
opportunities.

     Refer  to  Note 5 to our  financial  statements  included  in  Item 1 for a
discussion of our investments.

     Financing

     As of March 31, 2003 and  December 31, 2002,  our debt,  including  capital
lease obligations, was $32.910 billion and $34.910 billion, respectively.

     The $2.0 billion  decrease from December 31, 2002 to March 31, 2003 results
principally from the effects of our net repayments during 2003.  Included in our
debt as of March 31, 2003 and December 31, 2002 was short-term  debt and current
portion of long-term debt of $2.652 and $6.953 billion, respectively.

                                       27


<PAGE>


                      COMCAST CORPORATION AND SUBSIDIARIES
                                    FORM 10-Q
                          QUARTER ENDED MARCH 31, 2003


     In January and March 2003,  we sold an  aggregate of $3.0 billion of public
debt  consisting of $600 million of 5.85% senior notes due 2010, $900 million of
6.50%  senior  notes due 2015,  $750  million of 5.50% senior notes due 2011 and
$750  million of 7.05%  senior  notes due 2033.  We used all of the net proceeds
from the offerings to repay a portion of our short-term debt.

     On March 31, 2003, in connection with the closing of the TWE  restructuring
we received  $2.1  billion in cash which was used to repay debt,  including  the
remaining outstanding balance of our short-term debt.

     On April 9, 2003, we announced that we intend to redeem at their respective
scheduled  redemption  price on May 9, 2003,  the entire  outstanding  aggregate
principal  amount of certain of our senior notes and senior  subordinated  notes
with  maturities  from 2003 to 2023 and  interest  rates  ranging from 8 1/4% to
9.65%. We intend to refinance the redemptions  with amounts  available under our
existing  credit  facilities.  As of March 31, 2003, $451 million of these notes
were outstanding.

     On May 5, 2003, we borrowed an aggregate of $2.75 billion, representing all
amounts  available  under two new credit  agreements.  Borrowings  under the new
credit  agreements,  which are due in 2006,  were used to repay a portion of the
$3.18 billion outstanding as of March 31, 2003 under our term loan due 2004. The
new credit agreements  replaced our 364-day credit facility which expired in May
2003.

     Excluding the effects of interest rate risk management  instruments,  19.8%
and 31.8% of our long- term debt, including short-term debt and current portion,
as of March 31, 2003 and December 31, 2002, respectively, was at variable rates.

     We have and may in the  future,  depending  on  certain  factors  including
market conditions,  make optional repayments on our debt obligations,  which may
include open market repurchases of our outstanding public notes and debentures.

     Refer  to  Note 7 to our  financial  statements  included  in  Item 1 for a
discussion of our long-term debt.

     Equity Price Risk Management

     We have entered into cashless collar  agreements (the "Equity Collars") and
prepaid forward sales agreements  ("Prepaid Forward Sales") which we account for
at fair value.  The Equity Collars and Prepaid  Forward Sales limit our exposure
to and benefits  from price  fluctuations  in the common stock of certain of our
investments accounted for as trading securities.

     The change in the fair value of our  investments  accounted  for as trading
securities  was  substantially  offset by the  changes in the fair values of the
Equity Collars and the derivative  components of the ZONES,  Exchangeable  Notes
and Prepaid  Forward Sales.  See "Results of Operations - Investment  Loss, Net"
below.
                             _______________________

Statement of Cash Flows

     Cash and cash equivalents  increased $243 million as of March 31, 2003 from
December 31, 2002. The increase in cash and cash equivalents  resulted from cash
flows from operating,  financing and investing  activities,  which are explained
below.

     Net cash provided by operating  activities amounted to $800 million for the
three months ended March 31,  2003,  due  principally  to our  operating  income
before  depreciation  and  amortization  (see "Results of  Operations"),  and by
changes  in  working  capital  as  a  result  of  the  timing  of  receipts  and
disbursements and the effects of interest and income tax payments.

     Net cash used in financing  activities consists primarily of borrowings and
repayments of debt. Net cash used in financing activities was $2.195 billion for
the three months  ended March 31, 2003.  During the three months ended March 31,
2003, we borrowed $3.900 billion, consisting of:

     o    $3.000 billion of senior notes, and

     o    $900 million under revolving credit facilities.

     During the three months ended March 31, 2003, we repaid  $6.079  billion of
our debt, consisting of:

     o    $3.750 billion of our short-term debt,

     o    $1.710 billion on certain of our revolving credit facilities,

     o    $608 million of our senior notes, and

     o    $11 million under capital leases and other.


                                       28


<PAGE>


                      COMCAST CORPORATION AND SUBSIDIARIES
                                    FORM 10-Q
                          QUARTER ENDED MARCH 31, 2003


     Net cash provided by investing  activities was $1.638 billion for the three
months ended March 31, 2003,  including  capital  expenditures  of $971 million,
proceeds from the  restructuring  of our TWE investment of $2.100  billion,  and
proceeds from sales of investments and assets held for sale of $668 million.

                             _______________________

Results of Operations

     The effects of the Broadband  acquisition were to increase our revenues and
expenses, resulting in increases in our operating income before depreciation and
amortization.  The  increase in our  depreciation  expense from the 2002 to 2003
interim period is primarily due to the effects of the Broadband  acquisition and
our increased levels of capital expenditures.  The increases in our amortization
expense and interest  expense from the 2002 to 2003 interim period are primarily
due to the effects of the Broadband acquisition.

     As the effect of the Broadband  acquisition was to  substantially  increase
the  size  of  our  cable  operations,  direct  comparisons  of our  results  of
operations for periods prior to November 18, 2002 to subsequent  periods are not
meaningful.  Refer to "Pro  Forma  Results"  below  for  additional  information
relating to our cable segment operating results as if the Broadband  acquisition
occurred on January 1, 2002.



                                       29


<PAGE>


                      COMCAST CORPORATION AND SUBSIDIARIES
                                    FORM 10-Q
                          QUARTER ENDED MARCH 31, 2003


     Our summarized financial  information for the interim periods is as follows
(dollars in millions, "NM" denotes percentage is not meaningful):



<TABLE>
<CAPTION>
                                                                 Three Months Ended
                                                                      March 31,         Increase / (Decrease)
                                                                  2003        2002          $           %
                                                                ---------   ---------   ----------  ---------
<S>                                                                <C>         <C>          <C>         <C>   
Revenues.....................................................      $5,518      $2,667       $2,851      106.9%
Cost of goods sold from electronic retailing.................         673         629           44        7.0
Operating, selling, general and administrative expenses......       3,207       1,230        1,977      160.7
Depreciation and amortization................................       1,165         387          778      201.0
                                                                ---------   ---------   ----------  ---------
Operating income.............................................         473         421           52       12.4
                                                                ---------   ---------   ----------  ---------
Interest expense.............................................        (525)       (187)         338      180.7
Investment loss, net.........................................        (230)       (248)         (18)      (7.3)
Equity in net losses of affiliates...........................         (20)         (5)          15      300.0
Other income (expense).......................................          18         (23)          41         NM
Income tax benefit (expense).................................          68          (3)          71         NM
Minority interest............................................         (81)        (44)          37       84.1
                                                                ---------   ---------   ----------  ---------
Net loss.....................................................       ($297)       ($89)        $208      233.7%
                                                                =========   =========   ==========  =========
Operating income before depreciation and amortization (1)....      $1,638        $808         $830      102.8%
                                                                =========   =========   ==========  =========
____________
<FN>
(1)  Operating income before  depreciation and amortization is commonly referred
     to in our  businesses  as EBITDA.  EBITDA is the  measure of profit or loss
     used to evaluate performance of all of our operating segments and operating
     units within all of our  segments.  EBITDA is defined as  operating  income
     before  depreciation  and  amortization  and  impairment  charges,  if any,
     related  to fixed  and  intangible  assets.  As  such,  it  eliminates  the
     significant  level of non-cash  depreciation and amortization  expense that
     results from the capital  intensive nature of our businesses and intangible
     assets recognized in business combinations and is unaffected by our capital
     structure or investment activities. EBITDA is frequently used as one of the
     bases for comparing our operating  performance  with other companies in our
     industries,  although our measure of EBITDA may not be directly  comparable
     to similarly titled measures of other  companies.  Because we use EBITDA as
     the measure of our segment  profit or loss,  we  reconcile  it to operating
     income,  the most directly  comparable  financial  measure  calculated  and
     presented in  accordance  with  Generally  Accepted  Accounting  Principles
     (GAAP),  in the  business  segment  footnote to our  financial  statements.
     Therefore,  we believe  our  measure of EBITDA is not a Non-GAAP  financial
     measure as  contemplated  by  Regulation  G adopted by the  Securities  and
     Exchange  Commission.  EBITDA should not be considered as a substitute  for
     operating income (loss),  net income (loss), net cash provided by operating
     activities  or other  measures  of  performance  or  liquidity  reported in
     accordance with GAAP.
</FN>
</TABLE>


Consolidated Operating Results

     Revenues

     The increase in  consolidated  revenues for the interim period from 2002 to
2003 is primarily  attributable to an increase in service  revenues in our Cable
segment due to the effects of the Broadband acquisition and, to a lesser extent,
to an increase in net sales in our Commerce  segment (see "Operating  Results by
Business  Segment"  below).  The  remaining  increase is primarily the result of
increases in revenues from our content operations,  principally due to increases
in distribution of our cable channels.

     Cost of goods sold from electronic retailing

     Refer to the "Commerce"  section of "Operating Results by Business Segment"
below for a  discussion  of the  increase in cost of goods sold from  electronic
retailing.

     Operating, selling, general and administrative
     expenses

     The increase in consolidated operating, selling, general and administrative
expenses for the interim period from 2002 to 2003 is primarily  attributable  to
increases in expenses in our Cable segment due to the effects of the

                                       30


<PAGE>


                      COMCAST CORPORATION AND SUBSIDIARIES
                                    FORM 10-Q
                          QUARTER ENDED MARCH 31, 2003


Broadband  acquisition and, to a lesser extent,  to increases in expenses in our
Commerce  segment  (see  "Operating  Results by Business  Segment"  below).  The
remaining  increases  are  primarily  the result of  increased  expenses  in our
content operations, principally due to growth in our historical operations.

     Depreciation and Amortization

     The  increase  in  depreciation  and  amortization  expense for the interim
period from 2002 to 2003 is primarily  attributable  to our Cable segment and is
principally  due to the  effects of the  Broadband  acquisition,  as well as our
increased  levels  of  capital  expenditures.  As  a  result  of  the  Broadband
acquisition,  we recorded approximately $4 billion of franchise related customer
relationship  intangible  assets  which we are  amortizing  over  their  average
estimated useful life of approximately four years.
                             _______________________

Operating Results by Business Segment

     The following  represent the operating results of our significant  business
segments, "Cable" and "Commerce." The remaining components of our operations are
not independently significant to our consolidated financial condition or results
of operations.  Refer to Note 11 to our financial  statements included in Item 1
for a summary of our financial data by business segment (dollars in millions).

Cable

     The  discussion  of our cable segment  operating  results is presented as a
historical   comparison  of  the  2003  interim  period  and  the  pre-Broadband
acquisition  2002 interim  period.  In order to provide  additional  information
relating to our cable segment  operating  results,  we also present a discussion
comparing our cable segment  operating  results on a pro forma basis.  Pro Forma
data is used by management to evaluate performance when significant acquisitions
or dispositions  occur.  Historical data reflects results of acquired businesses
only after the acquisition dates while pro forma data enhances  comparability of
financial   information  between  periods  by  adjusting  the  data  as  if  the
acquisitions (or dispositions)  occurred at the beginning of the prior year. Our
pro forma  data is only  adjusted  for the timing of  acquisitions  and does not
include adjustments for costs related to integration activities, cost savings or
synergies  that  have or may be  achieved  by the  combined  businesses.  In the
opinion of  management,  this  information is not indicative of what our results
would have been had we  operated  Broadband  since  January 1, 2002,  nor of our
future results.

     Pro Forma Results

     As previously  described,  the following  discussion includes the pro forma
results of our cable  segment  operations as if the  Broadband  acquisition  had
occurred on January 1, 2002.



<TABLE>
<CAPTION>
                                                                  Three Months Ended
                                                                       March 31,           Increase/(Decrease)
                                                                   2003        2002           $           %
                                                                 ---------   ---------    ---------    --------
<S>                                                                 <C>         <C>            <C>          <C> 
Video.......................................................        $2,982      $2,827         $155         5.4%
High-speed Internet.........................................           492         312          180        57.5
Phone.......................................................           224         175           49        27.9
Advertising sales...........................................           235         217           18         8.3
Other.......................................................           147         165          (18)      (10.9)
Franchise fees..............................................           151         148            3         2.0
                                                                 ---------   ---------    ---------    --------
     Revenues................................................        4,231       3,844          387        10.0
Operating, selling, general and administrative expenses......        2,810       2,798           12         0.4
                                                                 ---------   ---------    ---------    --------

Operating income before depreciation and amortization (a)....       $1,421      $1,046         $375        35.8%
                                                                 =========   =========    =========    ========
_______________
<FN>
(a) See footnote (1) on page 30.
</FN>
</TABLE>


                                       31


<PAGE>


                      COMCAST CORPORATION AND SUBSIDIARIES
                                    FORM 10-Q
                          QUARTER ENDED MARCH 31, 2003


     Video revenue consists of our basic, expanded basic, premium, pay-per-view,
equipment  and digital  cable  services.  The increase in video  revenue for the
interim  period  from  2002 to  2003 is  primarily  due to the  effects  of rate
increases  in our  traditional  analog  video  service  and  growth  in  digital
subscribers,  offset by subscriber  losses in the newly  acquired  cable systems
during  2002.  From March 31,  2002 to March 31,  2003,  we added  approximately
1,289,000 digital subscribers, or a 23.4% increase in digital subscribers.

     The increase in  high-speed  Internet  revenue for the interim  period from
2002  to  2003 is  primarily  due to the  addition  of  approximately  1,387,000
high-speed  Internet  subscribers  from March 31, 2002 to March 31,  2003,  or a
52.3% increase in high-speed Internet subscribers,  as well as to the effects of
rate increases and less promotional discounting.

     The increase in phone  revenue for the interim  period from 2002 to 2003 is
primarily due to the addition of  approximately  262,000 phone  subscribers from
March 31, 2002 to March 31, 2003, or a 22.7% increase in phone subscribers.

     The increase in advertising  sales revenue for the interim period from 2002
to 2003 is primarily due to the effects of a stronger advertising market and the
continued leveraging of our market-wide fiber interconnects.

     Other revenue includes installation revenues,  guide revenues,  commissions
from electronic retailing, revenues of our digital media center, revenues of our
regional sports programming networks and revenue from other product offerings.

     The increase in franchise fees collected from our cable subscribers for the
interim  period from 2002 to 2003 is primarily  attributable  to the increase in
our revenues upon which the fees apply.

     Operating, selling, general and administrative expense for the 2003 interim
period did not increase significantly from 2002 primarily because the effects of
approximately $88 million of acquisition and employee  termination related costs
recorded  by  Broadband  during the 2002  interim  period  offset the effects of
increases  in the costs of cable  programming,  high-speed  Internet  subscriber
growth,  and increases in labor costs and other volume  related  expenses in our
operations.

     Our  cost of  programming  increases  as a  result  of  changes  in  rates,
subscriber  growth,  additional  channel  offerings  and  our  acquisitions.  We
anticipate  the cost of cable  programming  will increase in the future as cable
programming rates increase and additional  sources of cable  programming  become
available.

     Historical Results


<TABLE>
<CAPTION>
                                                                  Three Months Ended
                                                                       March 31,                Increase
                                                                   2003        2002           $           %
                                                                 ---------   ---------    ---------    --------
<S>                                                                 <C>         <C>          <C>          <C>   
Video........................................................       $2,982      $1,150       $1,832       159.3%
High-speed Internet..........................................          492         119          373       313.4
Phone........................................................          224           6          218          NM
Advertising sales............................................          236          81          155       191.4
Other........................................................          147          62           85       137.1
Franchise fees...............................................          151          51          100       196.1
                                                                 ---------   ---------    ---------    --------
     Revenues................................................        4,232       1,469        2,763       188.0
Operating, selling, general and administrative expenses......        2,811         872        1,939       222.4
                                                                 ---------   ---------    ---------    --------
Operating income before depreciation and amortization (a)....       $1,421        $597         $824       137.9%
                                                                 =========   =========    =========    ========
_______________
<FN>
(a) See footnote (1) on page 30.
</FN>
</TABLE>


     Of the $1.832  billion  increase in video  revenues for the interim  period
from  2002 to  2003,  $1.752  billion  is  attributable  to the  effects  of our
acquisition  of  Broadband  and $80  million  relates  to  changes  in rates and
subscriber growth in our historical operations,  driven principally by growth in
digital  subscribers.   From  March  31,  2002  to  March  31,  2003,  we  added
approximately  466,000 digital  subscribers in our historical  operations,  or a
25.1% increase in digital subscribers.  During the 2003 interim period, we added
approximately 169,000 digital subscribers.

     The increase in high-speed Internet revenue for the

                                       32


<PAGE>


                      COMCAST CORPORATION AND SUBSIDIARIES
                                    FORM 10-Q
                          QUARTER ENDED MARCH 31, 2003


interim  period  from  2002 to  2003  is  primarily  due to the  effects  of the
Broadband acquisition and growth in high- speed Internet subscribers. From March
31, 2002 to March 31, 2003, we added approximately  678,000 high- speed Internet
subscribers  in our  historical  operations,  or a 65.1%  increase in high-speed
Internet  subscribers.  During the 2003 interim period,  we added  approximately
417,000 high-speed Internet subscribers.

     The  increase  in phone  revenue  is  attributable  to the  effects  of our
acquisition of Broadband.

     The increase in advertising  sales revenue for the interim period from 2002
to 2003 is primarily due to the effects of the Broadband acquisition, as well as
to the effects of a stronger  advertising market and the continued leveraging of
our market-wide fiber interconnects.

     The increase in other  revenue for the interim  period from 2002 to 2003 is
primarily attributable to the effects of the Broadband acquisition.

     The increase in franchise fees collected from our cable subscribers for the
interim  period from 2002 to 2003 is primarily  attributable  to the increase in
our revenues upon which the fees apply.

     The increase in operating,  selling, general and administrative expense for
the  interim  period  from 2002 to 2003 is  primarily  due to the effects of the
Broadband  acquisition,  as well as to the effects of  increases in the costs of
cable  programming,  high-speed  Internet  subscriber  growth,  and, to a lesser
extent,  increases  in labor  costs and other  volume  related  expenses  in our
historical operations.



<TABLE>
<CAPTION>
Commerce (QVC, Inc. and Subsidiaries)                             Three Months Ended
                                                                       March 31,                Increase
                                                                   2003        2002           $           %
                                                                 ---------   ---------    ---------    --------
<S>                                                                 <C>           <C>           <C>         <C> 
Net sales from electronic retailing..........................       $1,062        $988          $74         7.5%
Cost of goods sold from electronic retailing.................          673         629           44         7.0
Operating, selling, general and administrative
     expenses................................................          178         167           11         6.6
                                                                 ---------   ---------    ---------    --------
Operating income before depreciation and amortization (a)....         $211        $192          $19         9.8%
                                                                 =========   =========    =========    ========
Gross margin.................................................         36.6%       36.4%
                                                                 =========   =========    
_______________
<FN>
(a) See footnote (1) on page 30.
</FN>
</TABLE>


     The $74 million  increase in net sales from  electronic  retailing  for the
interim  period from 2002 to 2003 is  attributable  to increases in net sales in
Germany,  Japan,  and the United Kingdom,  and to the effects of fluctuations in
foreign  currency  exchange  rates  during the interim  periods.  Net sales from
electronic  retailing in the United  States for the interim  period in 2003 were
flat as compared to the prior year period, principally as a result of a decrease
in net sales per home.  Changes in the  average  number of homes  receiving  QVC
services  and net sales per home in the United  States as  compared to the prior
year interim period are as follows:

                                                             Three Months Ended
                                                               March 31, 2003
                                                             -------------------

                                                              
Increase in average number of homes..........................          3.1%
                                                              
Decrease in net sales per home...............................          2.6%
                                                              

     It is  unlikely  that  the  number  of  homes  receiving  the  QVC  service
domestically  will  continue to grow at rates  comparable to prior periods given
that the QVC service is already received by approximately  97% of all U.S. cable
television homes and  substantially  all satellite  television homes in the U.S.
Future growth in sales will depend  increasingly  on continued  additions of new
customers  from homes  already  receiving  the QVC  service and growth in repeat
sales to existing customers.

     The  increase in cost of goods sold is  primarily  related to the growth in
net sales.  The increase in gross  margin is  primarily  due to the effects of a
shift in sales mix.

     The increase in operating,  selling, general and administrative expenses is
primarily  attributable to higher variable costs and personnel costs  associated
with the

                                       33


<PAGE>


                      COMCAST CORPORATION AND SUBSIDIARIES
                                    FORM 10-Q
                          QUARTER ENDED MARCH 31, 2003


increase in sales volume.

Consolidated Analysis

     Interest Expense

     The increase in interest  expense for the interim  period from 2002 to 2003
is due to the effects of our increased amount of debt outstanding as a result of
the Broadband acquisition.

     We anticipate  that, for the foreseeable  future,  interest expense will be
significant.  We believe  we will  continue  to be able to meet our  obligations
through our ability  both to generate  cash flow from  operations  and to obtain
external financing.
                                              _______________________

     Investment Loss, Net
     Investment  loss,  net for the interim  periods  includes the following (in
millions):



<TABLE>
<CAPTION>
                                                                Three Months Ended
                                                                     March 31,
                                                                  2003       2002
                                                               ---------  ----------
<S>                                                                  <C>          <C>
Interest and dividend income...................................      $33          $7
Gains on sales and exchanges of investments, net...............       22           2
Investment impairment losses...................................      (55)        (13)
Unrealized losses on trading securities........................      (15)     (1,020)
Mark to market adjustments on derivatives related
     to trading securities.....................................      (11)        847
Mark to market adjustments on derivatives and hedged items.....     (204)        (71)
                                                               ---------  ----------

     Investment loss, net......................................    ($230)      ($248)
                                                               =========  ==========
</TABLE>


     Investment  loss during the 2003 interim  period of $197 million  resulting
from the fair  value  adjustment  of the  derivative  component  of the  Comcast
exchangeable  notes  was  not  offset  in our  statement  of  operations  by the
corresponding  increase in the fair value of the Comcast Class A Special  common
stock held in treasury  during the period  since the Comcast  common  stock will
continue to be carried at our  historical  cost and not  adjusted for changes in
fair  value  between  measurement  dates.  Accordingly,  our  future  results of
operations may be affected by  fluctuations  in the fair value of the derivative
component of the Comcast exchangeable notes in future periods.

     Income Tax Benefit (Expense)

     The change in income tax benefit (expense) for the interim period from 2002
to 2003 is  primarily  the result of the  effects of changes in our loss  before
taxes and minority interest.

     Minority Interest

     The increase in minority  interest for the interim period from 2002 to 2003
is  attributable to the effects of changes in the net income or loss of our less
than  wholly  owned  consolidated  subsidiaries,  as  well  as to  the  minority
interests in certain  subsidiaries  acquired in  connection  with the  Broadband
acquisition.

     We believe that our operations are not materially affected by inflation.


                                       34


<PAGE>


                      COMCAST CORPORATION AND SUBSIDIARIES
                                    FORM 10-Q
                          QUARTER ENDED MARCH 31, 2003



I
TEM 4. CONTROLS AND PROCEDURES

         (a)  Disclosure  controls and procedures.  Our chief executive  officer
              and  our  co-chief  financial   officers,   after  evaluating  the
              effectiveness  of our  "disclosure  controls and  procedures"  (as
              defined in the Securities Exchange Act of 1934 Rules 13a-14(c) and
              15d-14(c))  as of a date (the  "Evaluation  Date")  within 90 days
              before the filing date of this  quarterly  report,  have concluded
              that  as of the  Evaluation  Date,  our  disclosure  controls  and
              procedures  were  adequate  and  designed to ensure that  material
              information relating to us and our consolidated subsidiaries would
              be made known to them by others within those entities.

         (b)  Changes in internal controls. There were no significant changes in
              our internal  controls or to our knowledge,  in other factors that
              could  significantly  affect our internal  controls and procedures
              subsequent to the Evaluation Date.


PART II. OTHER INFORMATION


ITEM 1. LEGAL PROCEEDINGS

     Litigation  has been filed  against us as a result of alleged  conduct with
     respect to our  investment in and  distribution  relationship  with At Home
     Corporation.  At Home was a  provider  of  high-speed  Internet  access and
     content  services which filed for bankruptcy  protection in September 2001.
     Filed actions are: (i) class action  lawsuits  against us, Brian L. Roberts
     (our  President  and Chief  Executive  Officer and a  director),  AT&T (the
     former controlling  shareholder of At Home and also a former distributor of
     the At Home service) and other  corporate and individual  defendants in the
     Superior  Court of San  Mateo  County,  California,  alleging  breaches  of
     fiduciary  duty on the part of us and the other  defendants  in  connection
     with  transactions  agreed to in March 2000 among At Home, us, AT&T and Cox
     Communications,  Inc.  (Cox is also an  investor  in At Home  and a  former
     distributor of the At Home  service);  (ii) class action  lawsuits  against
     Comcast Cable  Communications,  Inc.,  AT&T and others in the United States
     District Court for the Southern District of New York,  alleging  securities
     law violations and common law fraud in connection with  disclosures made by
     At Home in 2001; and (iii) a lawsuit  brought in the United States District
     Court for the  District  of  Delaware  in the name of At Home by certain At
     Home  bondholders  against us, Brian L. Roberts,  Cox and others,  alleging
     breaches of  fiduciary  duty  relating to the March 2000  transactions  and
     seeking  recovery of alleged  short swing  profits of at least $600 million
     pursuant to Section 16(b) of the Securities  Exchange Act of 1934 purported
     to have arisen in connection with certain transactions  relating to At Home
     stock effected  pursuant to the March 2000  agreements.  The actions in San
     Mateo County,  California have been stayed by the United States  Bankruptcy
     Court for the Northern  District of California,  the court in which At Home
     filed for bankruptcy,  as violating the automatic  bankruptcy  stay. In the
     Southern  District  of New York  actions,  the court  ordered  the  actions
     consolidated  into a single action.  An amended  consolidated  class action
     complaint  was filed on  November  8, 2002.  All of the  defendants  served
     motions to dismiss on February 11, 2003.

     Under the terms of the Broadband  acquisition,  we are contractually liable
     for 50% of any  liabilities  of AT&T  relating  to At Home,  including  any
     resulting  from any pending or threatened  litigation.  AT&T will be liable
     for the other 50% of these liabilities.  In addition to the actions against
     AT&T  described  above,  where  we are  also a  defendant,  there  are  two
     additional  actions  brought by At Home's  bondholders'  liquidating  trust
     against  AT&T,  not naming us: (i) a lawsuit filed against AT&T and certain
     of its senior  officers in Santa  Clara,  California  state court  alleging
     various breaches of fiduciary duties, misappropriation of trade secrets and
     other causes of action in connection  with the  transactions  in March 2000
     described  above,  and prior and subsequent  alleged conduct on the part of
     the defendants, and (ii) an action filed against AT&T in the District Court
     for the Northern District of California, alleging that AT&T infringes an At
     Home patent by using its broadband  distribution  and  high-speed  Internet
     backbone  networks  and  equipment.  AT&T moved to dismiss  the Santa Clara
     action on the grounds that  California is an  inconvenient  forum,  but the
     court  denied  AT&T's  motion.  AT&T also moved to  transfer  the  Northern
     District of California action to the Southern District of New York as being
     a more convenient venue. AT&T's motion was denied on April 25, 2003.


                                       35


<PAGE>


                      COMCAST CORPORATION AND SUBSIDIARIES
                                    FORM 10-Q
                          QUARTER ENDED MARCH 31, 2003


     We deny any  wrongdoing in connection  with the claims which have been made
     directly against us, our  subsidiaries and Brian L. Roberts,  and intend to
     defend all of these claims vigorously.  In management's  opinion, the final
     disposition  of these  claims is not  expected  to have a material  adverse
     effect  on our  consolidated  financial  position,  but could  possibly  be
     material  to our  consolidated  results of  operations  of any one  period.
     Further,  no assurance  can be given that any adverse  outcome would not be
     material to such consolidated financial position.

     Management  is  continuing  to evaluate  this  litigation  and is unable to
     currently  determine what impact, if any, that our 50% share of the AT&T At
     Home  potential  liabilities  would  have  on  our  consolidated  financial
     position  or  results of  operations.  No  assurance  can be given that any
     adverse outcome would not be material.

     Some of the entities  formerly  attributed  to Broadband  which are now our
     subsidiaries  are parties to an  affiliation  term sheet with Starz  Encore
     Group LLC, an  affiliate of Liberty  Media  Corporation,  which  extends to
     2022.  The term sheet  requires  annual  fixed price  payments,  subject to
     adjustment for various factors,  including  inflation.  The term sheet also
     requires us to pay  two-thirds of Starz  Encore's  programming  costs above
     levels designated in the term sheet.  Excess  programming costs that may be
     payable by us in future  years are not  presently  estimable,  and could be
     significant.

     By letter dated May 29, 2001,  Broadband disputed the enforceability of the
     excess programming  pass-through  provisions of the Starz Encore term sheet
     and  questioned  the validity of the term sheet as a whole.  Broadband also
     has raised certain issues  concerning the  uncertainty of the provisions of
     the term  sheet  and the  contractual  interpretation  and  application  of
     certain of its  provisions  to, among other  things,  the  acquisition  and
     disposition of cable systems. In July 2001, Starz Encore filed a lawsuit in
     Colorado state court seeking payment of the 2001 excess  programming  costs
     and a  declaration  that  the  term  sheet  is a  binding  and  enforceable
     contract.  In October 2001,  Broadband and Starz Encore agreed to delay any
     further  proceedings in the  litigation  until August 31, 2002 to allow the
     parties  time  to  continue   negotiations   toward  a  potential  business
     resolution of this dispute. As part of this standstill agreement, Broadband
     and  Starz  Encore  settled  Starz  Encore's  claim  for  the  2001  excess
     programming  costs,  and Broadband  agreed to continue to make the standard
     monthly  payments  due under the term  sheet,  with a full  reservation  of
     rights with respect to these  payments.  In connection  with the standstill
     agreement,  the court granted a stay on October 30, 2001.  The terms of the
     stay order  allowed  either  party to  petition  the court to lift the stay
     after  April 30, 2002 and to proceed  with the  litigation.  Broadband  and
     Starz Encore  agreed to extend the  standstill  agreement to and  including
     January 31, 2003,  with a requirement  that the parties  attempt to mediate
     the dispute. A mediation session held in January 2003 did not result in any
     resolution of the matter.

     On November  18,  2002,  we filed suit  against  Starz Encore in the United
     States District Court for the Eastern District of  Pennsylvania.  We seek a
     declaratory  judgment  that,  pursuant to our rights under a March 17, 1999
     contract with a predecessor  of Starz  Encore,  upon the  completion of the
     Broadband  acquisition  that  contract  now  provides the terms under which
     Starz Encore  programming is acquired and transmitted by our cable systems.
     On January 8, 2003,  Starz  Encore filed a motion to dismiss the lawsuit on
     the grounds that claims  asserted by us raised issues of state law that the
     United States  District Court should  decline to decide.  We have responded
     contesting  these  assertions.  That motion has been submitted to the Court
     for decision.

     On January 31, 2003, Starz Encore filed an amended complaint in its lawsuit
     against  Broadband in Colorado state court.  The amended  complaint adds us
     and Comcast  Holdings as defendants and adds new claims against us, Comcast
     Holdings and  Broadband  asserting  alleged  breaches of, and  interference
     with,  the  standstill  agreement  relating to the lawsuit  filed by us and
     Comcast  Holdings  in federal  District  Court in  Pennsylvania  and to the
     defendants'   position   that  since  the   completion   of  the  Broadband
     acquisition, the March 17, 1999 contract now provides the terms under which
     Starz Encore programming is acquired and transmitted by our cable systems.

     On March 3, 2003,  Starz  Encore  filed a motion for leave to file a second
     amended  complaint that would add  allegations  that Broadband has breached
     certain  joint-marketing  obligations  under the term sheet and that we and
     Comcast Holdings have breached certain  joint-marketing  obligations  under
     the March 17, 1999 contract and other agreements.  We, Comcast Holdings and
     Broadband intend to oppose Starz Encore's motion for leave to file a

                                       36


<PAGE>


                      COMCAST CORPORATION AND SUBSIDIARIES
                                    FORM 10-Q
                          QUARTER ENDED MARCH 31, 2003


     second amended complaint and, in light of Starz Encore's pending motion for
     leave to amend,  have sought an extension of time from the Court to respond
     to Starz Encore's amended complaint.

     On April 3,  2003,  we and  Comcast  Holdings  filed a motion  for  summary
     judgment in the federal action in  Pennsylvania.  On April 16, 2003,  Starz
     Encore filed a motion  seeking (i) to strike the affidavit  supporting  the
     summary judgment motion or, in the alternative, (ii) a general postponement
     of Starz Encore's  response date (or at a minimum a three week  extension).
     On April 29, 2003,  we and Comcast  Holdings  filed an  opposition to Starz
     Encore's motion. The Court has not yet ruled on either motion.

     An entity formerly attributed to Broadband, which is now our subsidiary, is
     party to a master  agreement  that may not expire until  December 31, 2012,
     under which it purchases  certain billing  services from CSG Systems,  Inc.
     The master agreement  requires monthly payments,  subject to adjustment for
     inflation.  The  master  agreement  also  contains  a most  favored  nation
     provision that may affect the amounts paid thereunder.

     On May 10,  2002,  Broadband  filed a demand for  arbitration  against  CSG
     before the American Arbitration Association asserting,  among other things,
     the right to terminate the master  agreement and seeking  damages under the
     most favored nation  provision or otherwise.  On May 31, 2002, CSG answered
     Broadband's   arbitration   demand  and  asserted  various   counterclaims,
     including for (i) breach of the master  agreement;  (ii) a declaration that
     we are now  bound  by the  master  agreement  to use  CSG as our  exclusive
     provider for certain  billing and customer care  services;  (iii)  tortious
     interference  with  prospective  contractual  relations;   and  (iv)  civil
     conspiracy. A hearing in the arbitration is scheduled to commence on May 9,
     2003.

     On June 21, 2002, CSG filed a lawsuit against  Comcast  Holdings in federal
     court in Denver,  Colorado asserting claims related to the master agreement
     and the  pending  arbitration.  On  November  4,  2002,  CSG  withdrew  its
     complaint against Comcast Holdings without prejudice. On November 15, 2002,
     we  initiated  a lawsuit  against  CSG in  federal  court in  Philadelphia,
     Pennsylvania asserting that cable systems owned by Comcast Holdings are not
     required to use CSG as a billing service or customer care provider pursuant
     to the master agreement,  and that the former Broadband cable systems owned
     by us may be added to a billing service  agreement  between us and CSG. CSG
     moved to dismiss or stay the lawsuit on the ground  that the issues  raised
     by the  complaint  could  be  wholly  or  substantially  determined  by the
     above-mentioned  arbitration.  By Order dated  February 10, 2003, the Court
     stayed the lawsuit until further notice.

     On January 8, 2003,  Liberty  Digital,  Inc.  filed a complaint in Colorado
     state court  against us and Comcast  Cable  Holdings,  LLC  (formerly  AT&T
     Broadband LLC and Tele-Communications,  Inc.), our wholly owned subsidiary.
     The  complaint   alleges  that  Comcast  Cable  Holdings  breached  a  1997
     "contribution agreement" between Liberty Digital and Comcast Cable Holdings
     and that we  tortiously  interfered  with  that  agreement.  The  complaint
     alleges that this purported  agreement  obligates Comcast Cable Holdings to
     pay fees to Liberty  Digital  totaling $18 million  (increasing at CPI) per
     year through 2017. We and Comcast  Cable  Holdings  filed our answer to the
     complaint on March 5, 2003, in which we and Comcast Cable  Holdings  denied
     the essential allegations of the complaint and asserted various affirmative
     defenses.

     In management's opinion, the final disposition of the Starz Encore, CSG and
     Liberty  Digital  contractual  disputes is not  expected to have a material
     adverse  effect  on our  consolidated  financial  position  or  results  of
     operations.  However,  no assurance  can be given that any adverse  outcome
     would not be material to such consolidated financial position or results of
     operations.

     We are subject to other  legal  proceedings  and claims  which arise in the
     ordinary  course of our  business.  In the opinion of our  management,  the
     amount of ultimate  liability  with respect to such actions is not expected
     to  materially  affect our  financial  condition,  results of operations or
     liquidity.



                                       37


<PAGE>


                      COMCAST CORPORATION AND SUBSIDIARIES
                                    FORM 10-Q
                          QUARTER ENDED MARCH 31, 2003



ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K

     (a) Exhibits required to be filed by Item 601 of Regulation S-K:

        10.1  Term  Life  Insurance  Premium  and Tax  Bonus  Agreement  between
              Comcast  Holdings  Corporation  and Brian L. Roberts,  dated as of
              September 23, 1998.

     (b) Reports on Form 8-K:

        (i)   We filed a Current  Report  on Form 8-K under  Items 5 and 7(c) on
              January 10, 2003  announcing  the closing of a $1.5  billion  note
              offering and  announcing a shareholder  proposal  deadline for our
              2003 Annual Meeting of Shareholders.

        (ii)  We filed a Current  Report on Form 8-K under Item 5 on February 5,
              2003  announcing  the  resignation  of a  member  of our  Board of
              Directors and his subsequent replacement.

        (iii) We filed a Current  Report  on Form 8-K under  Items 5 and 7(c) on
              March 6, 2003  announcing  our results of operations  for the year
              ended  December  31,  2002  and  announcing   that  Liberty  Media
              Corporation  delivered a notice to us that triggers an exit rights
              process with respect to QVC, Inc.




                                       38


<PAGE>


                      COMCAST CORPORATION AND SUBSIDIARIES
                                    FORM 10-Q
                          QUARTER ENDED MARCH 31, 2003



                                   SIGNATURES

         Pursuant to the  requirements  of the Securities  Exchange Act of 1934,
the  Registrant  has duly  caused  this report to be signed on its behalf by the
undersigned thereunto duly authorized.



                                        COMCAST CORPORATION
                                        ----------------------------------------



                                        /S/ LAWRENCE J. SALVA
                                        ----------------------------------------
                                        Lawrence J. Salva
                                        Senior Vice President and Controller
                                        (Principal Accounting Officer)


Date: May 9, 2003






                                       39


<PAGE>




                                 CERTIFICATIONS

I, Brian L. Roberts, certify that:

1.   I have reviewed this quarterly report on Form 10-Q of Comcast Corporation;

2.   Based on my knowledge,  this  quarterly  report does not contain any untrue
     statement of a material fact or omit to state a material fact  necessary to
     make the statements  made, in light of the  circumstances  under which such
     statements  were made, not misleading with respect to the period covered by
     this quarterly report;

3.   Based on my  knowledge,  the  financial  statements,  and  other  financial
     information  included  in this  quarterly  report,  fairly  present  in all
     material respects the financial  condition,  results of operations and cash
     flows of the  registrant  as of, and for,  the  periods  presented  in this
     quarterly report;

4.   The  registrant's  other  certifying  officers  and I are  responsible  for
     establishing and maintaining disclosure controls and procedures (as defined
     in Exchange Act Rules 13a-14 and 15d-14) for the registrant and we have:

     a)  designed  such  disclosure  controls  and  procedures  to  ensure  that
         material  information   relating  to  the  registrant,   including  its
         consolidated  subsidiaries,  is made known to us by others within those
         entities, particularly during the period in which this quarterly report
         is being prepared;

     b)  evaluated the effectiveness of the registrant's disclosure controls and
         procedures as of a date within 90 days prior to the filing date of this
         quarterly report (the "Evaluation Date"); and

     c)  presented  in  this  quarterly   report  our   conclusions   about  the
         effectiveness  of the disclosure  controls and procedures  based on our
         evaluation as of the Evaluation Date;

5.   The registrant's other certifying  officers and I have disclosed,  based on
     our most recent  evaluation,  to the  registrant's  auditors  and the audit
     committee of the registrant's board of directors (or persons performing the
     equivalent function):

     a)  all  significant  deficiencies  in the design or  operation of internal
         controls  which  could  adversely  affect the  registrant's  ability to
         record,   process,   summarize  and  report  financial  data  and  have
         identified  for the  registrant's  auditors any material  weaknesses in
         internal controls; and

     b)  any fraud,  whether or not material,  that involves management or other
         employees  who have a  significant  role in the  registrant's  internal
         controls; and

6.   The  registrant's  other  certifying  officers and I have indicated in this
     quarterly report whether or not there were significant  changes in internal
     controls  or in other  factors  that could  significantly  affect  internal
     controls  subsequent to the date of our most recent  evaluation,  including
     any corrective actions with regard to significant deficiencies and material
     weaknesses.


Date: May 9, 2003



/s/ BRIAN L. ROBERTS
--------------------------------------------
Name: Brian L. Roberts
Chief Executive Officer




                                       40


<PAGE>



I, Lawrence S. Smith, certify that:

1.   I have reviewed this quarterly report on Form 10-Q of Comcast Corporation;

2.   Based on my knowledge,  this  quarterly  report does not contain any untrue
     statement of a material fact or omit to state a material fact  necessary to
     make the statements  made, in light of the  circumstances  under which such
     statements  were made, not misleading with respect to the period covered by
     this quarterly report;

3.   Based on my  knowledge,  the  financial  statements,  and  other  financial
     information  included  in this  quarterly  report,  fairly  present  in all
     material respects the financial  condition,  results of operations and cash
     flows of the  registrant  as of, and for,  the  periods  presented  in this
     quarterly report;

4.   The  registrant's  other  certifying  officers  and I are  responsible  for
     establishing and maintaining disclosure controls and procedures (as defined
     in Exchange Act Rules 13a-14 and 15d-14) for the registrant and we have:

     a)  designed  such  disclosure  controls  and  procedures  to  ensure  that
         material  information   relating  to  the  registrant,   including  its
         consolidated  subsidiaries,  is made known to us by others within those
         entities, particularly during the period in which this quarterly report
         is being prepared;

     b)  evaluated the effectiveness of the registrant's disclosure controls and
         procedures as of a date within 90 days prior to the filing date of this
         quarterly report (the "Evaluation Date"); and

     c)  presented  in  this  quarterly   report  our   conclusions   about  the
         effectiveness  of the disclosure  controls and procedures  based on our
         evaluation as of the Evaluation Date;

5.   The registrant's other certifying  officers and I have disclosed,  based on
     our most recent  evaluation,  to the  registrant's  auditors  and the audit
     committee of the registrant's board of directors (or persons performing the
     equivalent function):

     a)  all  significant  deficiencies  in the design or  operation of internal
         controls  which  could  adversely  affect the  registrant's  ability to
         record,   process,   summarize  and  report  financial  data  and  have
         identified  for the  registrant's  auditors any material  weaknesses in
         internal controls; and

     b)  any fraud,  whether or not material,  that involves management or other
         employees  who have a  significant  role in the  registrant's  internal
         controls; and

6.   The  registrant's  other  certifying  officers and I have indicated in this
     quarterly report whether or not there were significant  changes in internal
     controls  or in other  factors  that could  significantly  affect  internal
     controls  subsequent to the date of our most recent  evaluation,  including
     any corrective actions with regard to significant deficiencies and material
     weaknesses.


Date: May 9, 2003



/s/ LAWRENCE S. SMITH
-------------------------------------------
Name: Lawrence S. Smith
Co-Chief Financial Officer







                                       41


<PAGE>


I, John R. Alchin, certify that:

1.   I have reviewed this quarterly report on Form 10-Q of Comcast Corporation;

2.   Based on my knowledge,  this  quarterly  report does not contain any untrue
     statement of a material fact or omit to state a material fact  necessary to
     make the statements  made, in light of the  circumstances  under which such
     statements  were made, not misleading with respect to the period covered by
     this quarterly report;

3.   Based on my  knowledge,  the  financial  statements,  and  other  financial
     information  included  in this  quarterly  report,  fairly  present  in all
     material respects the financial  condition,  results of operations and cash
     flows of the  registrant  as of, and for,  the  periods  presented  in this
     quarterly report;

4.   The  registrant's  other  certifying  officers  and I are  responsible  for
     establishing and maintaining disclosure controls and procedures (as defined
     in Exchange Act Rules 13a-14 and 15d-14) for the registrant and we have:

     a)  designed  such  disclosure  controls  and  procedures  to  ensure  that
         material  information   relating  to  the  registrant,   including  its
         consolidated  subsidiaries,  is made known to us by others within those
         entities, particularly during the period in which this quarterly report
         is being prepared;

     b)  evaluated the effectiveness of the registrant's disclosure controls and
         procedures as of a date within 90 days prior to the filing date of this
         quarterly report (the "Evaluation Date"); and

     c)  presented  in  this  quarterly   report  our   conclusions   about  the
         effectiveness  of the disclosure  controls and procedures  based on our
         evaluation as of the Evaluation Date;

5.   The registrant's other certifying  officers and I have disclosed,  based on
     our most recent  evaluation,  to the  registrant's  auditors  and the audit
     committee of the registrant's board of directors (or persons performing the
     equivalent function):

     a)  all  significant  deficiencies  in the design or  operation of internal
         controls  which  could  adversely  affect the  registrant's  ability to
         record,   process,   summarize  and  report  financial  data  and  have
         identified  for the  registrant's  auditors any material  weaknesses in
         internal controls; and

     b)  any fraud,  whether or not material,  that involves management or other
         employees  who have a  significant  role in the  registrant's  internal
         controls; and

6.   The  registrant's  other  certifying  officers and I have indicated in this
     quarterly report whether or not there were significant  changes in internal
     controls  or in other  factors  that could  significantly  affect  internal
     controls  subsequent to the date of our most recent  evaluation,  including
     any corrective actions with regard to significant deficiencies and material
     weaknesses.


Date: May 9, 2003



/s/ JOHN R. ALCHIN
--------------------------------------------
Name: John R. Alchin
Co-Chief Financial Officer


                                       42





               




              TERM LIFE INSURANCE PREMIUM AND TAX BONUS AGREEMENT
               ---------------------------------------------------

         THIS  AGREEMENT  is made as of the 23 day of  September,  1998,  by and
between  Comcast  Corporation,  a Pennsylvania  corporation  (the "Company") and
Brian L. Roberts ("Roberts"), the President of the Company.

                                    RECITALS
                                    --------

         WHEREAS, Roberts has rendered loyal and valuable service to the Company
since January 1, 1984; and

         WHEREAS,  the Company's Board of Directors (the "Board") recognize that
Roberts'  contribution to the growth and success of the Company has continued to
be  substantial  throughout  his service  with the Company and that  without his
continued  leadership  and  vision  the  Company  would  not have  achieved  and
maintained its current  preeminent  status in the cable  television and cellular
communications  industries  nor would the Company have achieved its  performance
levels or  successfully  consummated the many strategic  transactions  that have
closed during the past several years,  including the recent  capital  investment
into the Company by Microsoft Corp.;

         WHEREAS,  in recognition of the foregoing,  the Company, in addition to
other forms of  compensation  afforded  Roberts,  wishes to provide  funding for
additional life insurance  protection of (i) $150,000,000 under
 policies of life
insurance  insuring  the life of Roberts,  which are  described  on the attached
Schedule  A and which  were  issued by the  insurance  companies  identified  in
Schedule A and (ii)  $20,000,000  under policies of life insurance  insuring the
life of Roberts,  which are described on the attached  Schedule B and which were
issued  by the  insurance  companies  identified  in  Schedule  B (the  policies
described in Schedule A and Schedule B are hereinafter  individually referred to
as a "Policy" and  collectively  as the "Policies"  and the insurance  companies
identified in Schedule A and Schedule B are hereinafter individually referred to
as the "Insurer" and collectively as the "Insurers"):

         NOW, THEREFORE, in consideration of the foregoing and of the respective
covenants and agreements of the parties herein  contained,  the parties,  hereto
intending to be legally bound hereby, agree as follows

         1. Life Insurance  Premiums.  No later than thirty business days before
the due date of each  annual  premium  under  each  Policy,  the  Company or the
"Trust" (as defined  herein) shall pay to Roberts (the full amount of the animal
premiums under the Policies (the Premium Payments)

         2. Bonus. (a) In addition to the Premium  Payments,  the Company or the
Trust shall pay to Roberts,  thirty days prior to the time the Premium  Payments
arc made under  Section 1 hereof,  the following  supplemental  amounts (none of
which shall be considered advances) (the "Bonus"): An income tax gross-up amount
equal to (i) the product of the Premium Payments



<PAGE>

                                        
paid under  Section 1 hereof times the highest  marginal  income tax rate,  (ii)
divided by one minus the highest  marginal income tax rate. For purposes of this
Section 2, the term "highest marginal income tax rate" shall mean the sum of the
highest  marginal  combined local,  state and federal  personal income tax rates
(including any state unemployment compensation tax rate, any surtax rate as well
as the Medicare  hospital  insurance  tax rate  imposed on  employees  under the
Federal Insurance  Contributions  Act), as in effect for the calendar year as to
which the Bonus relates,  provided that in determining such tax rate the highest
marginal  state and local  income tax rates  shall be reduced by such  number of
percentage  points as will give effect to the tax benefit obtained by Roberts in
connection with his deduction of state and local income taxes for federal income
tax proposes.

              (b) All  Bonuses to be paid under this  Agreement  are  subject to
applicable tax withholding requirements.

         3. Funding of Trust.

              (a)  Prior  to  the  occurrence  of  a  "Change  of  Control"  (as
hereinafter defined), the Company shall establish a grantor trust (the "Trust"),
the terms of which shall be consistent with the  requirements  applicable  under
the Code in order to avoid the  constructive  receipt of the assets  held in the
Trust by Roberts or his family.  The trust  document for the Trust shall be in a
form that is  satisfactory  to both the Company and  Roberts,  and may, but need
not, be in substantially  the same form, as the model trust agreement  published
by the Internet  Revenue Service in Revenue  Procedure 92-64. The trustee of the
Trust shall be such  person or  institution  acceptable  both to the Company and
Roberts.  The Company shall contribute such amounts in cash or such assets as it
deems  appropriate for the purpose of funding  Promotion  Payments and the Bonus
payable under the terms of this  Agreement.  Upon the  occurrence of a Change of
Control,  the Trust, if not already irrevocable,  shall become irrevocable.  The
Company  shall be required  immediately  prior to a Change of Control (or in the
event that the Company does not receive  notice of a proposed  Change of Control
prior to such event,  immediately  upon a Change of Control to  contribute  (the
"Change of Control Payment") to the Trust an amount equal to the "Present Value"
(as hereinafter defined) of:

              (i) The remaining  Premium  Payments that the Company is obligated
to pay until the death of Roberts under Section I hereof; and

              (ii) The remaining Bonuses that the Company is obligated to pay to
Roberts pursuant to the provisions of Section 2 hereof,

              (b) For  purposes  of this  Agreement:  (i) a "Charge of  Control"
shall be deemed to have  occurred  on the date that  Roberts  and members of his
immediate  family (or trusts for their benefit) first cease to beneficially  own
at least 50% of the voting power of the Company;  and (ii) "Present Value" shall
mean that sum of the  remaining  Premium  Payments  and Bonus  amounts  that the
Company is obligated to pay for the remainder of the respective  premium periods
under the policies  discounted from the respective dates on which those payments
will  become  due to the date of fee  Change  of  Control  Payment,  at the then
current yields of U.S.


                                       2

<PAGE>


Treasury Bonds maturing on the  respective  dates on which the Premium  Payments
and Bonuses will become due.

         4. Payment In All Events. The Company shall satisfy during the terms of
the Policies  and  continue to satisfy  thereafter  its  obligations  under this
Agreement for all benefits granted to Roberts until the death of Roberts.

         5. Policy  Proceeds.  Upon the death of Roberts,  the Policies shall be
paid directly to the beneficiary or beneficiaries  designated by Roberts (or the
owner of the Policies,  if assigned by, Roberts) in the manner and in the amount
or amounts provided in the beneficiary  designation  provision of the applicable
Policy.  The  Company  shall have no claim with  respect to the  proceeds of the
Policies, whether on account of the Premium Payments, the Bonuses or otherwise.

         6. Termination.  Roberts may terminate this Agreement by written notice
to the  Company.  Such  termination  shall be  effective  as of the date of such
notice. The Company may not terminate this Agreement.

         7. Amendment.  This Agreement may not be amended,  altered or modified,
except by a written instrument signed by the parties to this Agreement, or their
respective  successors or assigns, and may not otherwise be terminated except as
provided herein.

         8. Succession.  This Agreement shall be binding upon and shall inure to
the benefit of the Company and its successors  and assigns,  and Roberts and his
successors, assigns, heirs, executors, administrators and beneficiaries.

         9. Notices.  Any notice,  consent or demand required or permitted to be
given under the previsions of this Agreement  shall be in writing,  and shall be
signed by the party making the same. If such notice, consent or demand is mailed
to a party  hereto,  it shall be sent by certified  mail,  postage  prepaid,  or
delivered by a nationally recognized overnight courier service addressed to such
party's last known  address as shown on the records of the Company.  The date of
such mailing or delivery to such service shall be deemed date of notice, consent
or demand.

         10.  Captions.  The captions of the  Sections  herein are inserted as a
matter of convenience of reference only and in no way define,  limit or describe
the scope of this Agreement or any provisions hereof.

         11.  Governing  Law.  The  Agreement,  and the  rights  of the  parties
hereunder,  shall be governed by and construed in  accordance  with the internal
laws  of  the  Commonwealth  of  Pennsylvania  and  shall  be  enforced  in  the
Commonwealth of Pennsylvania,

         12. Representations.  The Company has the corporate power and authority
to enter  into  and  deliver  this  Agreement  and to  perform  its  obligations
hereunder.  The  execution,  delivery and  performance  of this Agreement by the
Company has been duly authorized by all necessary  corporate  action required to
have been taken under applicable law and the Company's


                                       3

<PAGE>



organizational documents. This Agreement has been duly executed and delivered by
the Company and  constitutes  the legal,  valid and  binding  obligation  of the
Company,  enforceable  against  it in  accordance  with its terms.  Neither  the
execution nor performance of this Agreement by the Company will conflict with or
result in to breach of the provisions of the Company's Articles of Incorporation
or Bylaws or any  agreement  to which the  Company  is a party,  or  violate  or
require any consent under any law, regulation, order or decree.

         IN WITNESS  WHEREOF,  the parties have cause this  Agreement to be duty
executed as of the date first above written.

Attest:                                                COMCAST CORPORATION

By: _____________________                     By: /s/ Stanley Wang
                                                  ---------------------------
                                                      Stanley Wang

    Title: _____________________                 Title: Senior Vice President
                                                        ---------------------

                                                  /s/ Brian L. Roberts
                                                  ---------------------------
                                                      Brian L. Roberts


                                       4

<PAGE>



                                   SCHEDULE A
                                   -----------

Summary of Term Life Insurance Reserved for Brian Roberts

<TABLE>
<CAPTION>


20 Year Level Term

       Insurance                       Policy             Policy              Death                 Annual
       Carrier                         Number              Date               Benefit               Premium
       -------                         ------              ----               -------               -------

<S>                                      <C>            <C>   <C>             <C>                  <C>      
CNA (Valley Forge)                   VINY010673         10/07/98              18,750,000           17,516,40
                                     VINY011691         10/07/98              18,750,000           17,516.40
                                     VINY011693         10/07/98              18,750,000           17,516.40
                                     VINY011701         10/07/98              18,750,000           17,516.40
                                                                              ----------           ---------
                            Subtotal:                                         75,000,000           70,065.60

Lincoln Benefit                      01TI050038         09/25/98               7,500,000            8,910.00
                                     01TI050059         09/25/98               7,500,000            8,910.00
                                     01T1050060         09/25/98               7,500,000            8,910.00
                                     01T1050061         09/25/98               7,500,000            8,910.00
                                                                              ----------           ---------
                            Subtotal:                                         30,000,000           35,640.00
                                                                              ----------           ---------

Mass Mutual                             6282675         09/25/98               3,000,000            3,847.20
                                        6282682         09/25/98               3,000,000            3,847.20
                                        6282676         09/25/98               3,000,000            3,847.20
                                        6282651         09/25/98               3.000,000            3,847.20
                                                                              ----------           ---------
                            Subtotal:                                         12,000,000           15,388.80
                                       
Prudential                             77377372         09/25/98               5,375,000            7,360.00
                                       77377370         09/25/98               5,375,000            7,360.00
                                       B4002956         09/25/98               5,375,000            7,360.00
                                       B4002962         09/25/98               5,375,000            7,360.00
                                                                              ----------           ---------
                            Subtotal:                                         21,500,000           29,440.00
                                       
Manulife                               55624191         09/25/98                 375,000              497.50
                                       55624217         09/25/98                 375,000              497.50
                                       55624209         09/25/98                 375,000              497.50
                                       54417969         09/25/98                 375,000              497.50
                                                                              ----------           ---------
                            Subtotal:                                          1,500,000            1,990.00
Travelers                              
                                        4790587         09/25/98               2,500,000            3,175.00
                                        4790588         09/25/98               2,500,000            3,175.00
                                        4790589         09/25/98               2,500,000            3,175.00
                                        4790591         09/25/98               2,500,000            3,175.00
                                                                              ----------           ---------
                            Subtotal:                                         10,000,000           12,700.00


Grand Total                                                                  150,000,000          165,244.40
</TABLE>


                                       

<PAGE>


<TABLE>
<CAPTION>

                                   SCHEDULE B
                                   ----------

Summary of Term Life Insurance Reserved for Brian Roberts

10 Year Level Term

       Insurance                         Policy           Policy                  Death               Annual
       Carrier                           Number           Date                   Benefit            Premium
       -------                           ------           ----                   -------            -------

<S>                                     <C>             <C>   <C>              <C>                     <C>  
Prudential                             B4004939         09/25/98               8,500,000               7,700

CIGNA                                       N/A              N/A              11,500,000              11,575

                 Total:                                                       20,000,000              19,275

</TABLE>