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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:

                                  JUNE 30, 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 June 30, 2003, there were 1,356,302,510 shares of Class A Common Stock,
884,684,113 shares of Class A Special Common Stock and 9,444,375 shares of Class
B Common Stock outstanding.


<PAGE>


<TABLE>
<CAPTION>

                                      COMCAST CORPORATION AND SUBSIDIARIES
                                                   FORM 10-Q
                                          QUARTER ENDED JUNE 30, 2003
                                               TABLE OF CONTENTS
                                                                                                        Page Number
                                                                                                        -----------

PART I.    FINANCIAL INFORMATION


           ITEM 1.    Financial Statements

                      Condensed Consolidated Balance Sheet as of June 30, 2003
<S>                                                                                                         <C>
                      and December 31, 2002 (Unaudited)......................................................3
                      Condensed Consolidated Statement of Operations for the Three and Six Months
                      Ended June 30, 2003 and 2002 (Unaudited)...............................................4
                      Condensed Consolidated Statement of Cash Flows for the Six Months
                      Ended June 30, 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.............................................................31

           ITEM 4.    Controls and Procedures...............................................................41


PART II.   OTHER INFORMATION


           ITEM 1.    Legal Proceedings.....................................................................41

           ITEM 4.    Submission of Matters to a Vote of Security Holders...................................42

           ITEM 5.    Other Information.....................................................................42

           ITEM 6.    Exhibits and Reports on Form 8-K......................................................43
           SIGNATURES.......................................................................................44

                       ___________________________________

</TABLE>



     This  Quarterly  Report on Form 10-Q is for the three and six months  ended
June 30, 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


<PAGE>


                                        
     maintaining relationships with employees, subscribers, suppliers or 
     franchising authorities.

     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.

     As more fully described elsewhere in this Quarterly Report, in July 2003 we
and  Liberty  Media  Corporation  entered  into an  agreement  pursuant to which
Liberty will purchase our  approximate  57% interest in QVC in a transaction  we
expect to close by the end of 2003.

     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.





                                      2


<PAGE>



<TABLE>
<CAPTION>
 
                                         COMCAST CORPORATION AND SUBSIDIARIES
                                                       FORM 10-Q
                                              QUARTER ENDED JUNE 30, 2003



PART  I.   FINANCIAL INFORMATION
-------    ---------------------


ITEM  1.   FINANCIAL STATEMENTS

                                         CONDENSED CONSOLIDATED BALANCE SHEET
                                                      (Unaudited)

                                                                                  (Dollars in millions, except share data)
                                                                                        June 30,        December 31,
                                                                                           2003             2002
                                                                                        ---------       -----------
ASSETS
---------
CURRENT ASSETS
<S>                                                                                     <C>                 <C>
   Cash and cash equivalents .................................................          $   1,324           $     781
   Investments ...............................................................              2,161               3,266
   Accounts receivable, less allowance for doubtful accounts of $275 and $258               1,376               1,408
   Inventories, net ..........................................................                506                 479
   Assets held for sale ......................................................                                    613
   Deferred income taxes .....................................................                137                 129
   Other current assets ......................................................                389                 400
                                                                                        ---------           ---------
       Total current assets ..................................................              5,893               7,076
                                                                                        ---------           ---------
INVESTMENTS ..................................................................             13,386              15,207
PROPERTY AND EQUIPMENT, net of accumulated depreciation of $5,447 and $4,061 .             19,079              18,866
FRANCHISE RIGHTS .............................................................             48,332              48,222
GOODWILL .....................................................................             17,182              17,397
OTHER INTANGIBLE ASSETS, net of accumulated amortization of $1,806 and $1,022               4,864               5,599
OTHER NONCURRENT ASSETS, net .................................................                786                 738
                                                                                        ---------           ---------
                                                                                        $ 109,522           $ 113,105
                                                                                        =========           =========
LIABILITIES AND STOCKHOLDERS' EQUITY
------------------------------------

CURRENT LIABILITIES
   Accounts payable ..........................................................          $   1,507           $   1,663
   Accrued expenses and other current liabilities ............................              5,060               5,649
   Liabilities related to assets held for sale ...............................                                     13
   Deferred income taxes .....................................................                557               1,105
   Short-term debt ...........................................................                                  3,750
   Current portion of long-term debt .........................................              2,416               3,203
                                                                                        ---------           ---------
       Total current liabilities .............................................              9,540              15,383
                                                                                        ---------           ---------
LONG-TERM DEBT, less current portion .........................................             29,923              27,957
                                                                                        ---------           ---------
DEFERRED INCOME TAXES ........................................................             23,622              23,110
                                                                                        ---------           ---------
OTHER NONCURRENT LIABILITIES .................................................              5,542               5,652
                                                                                        ---------           ---------
MINORITY INTEREST ............................................................              2,814               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, 1,599,943,010 and 1,599,014,148;
     outstanding, 1,356,302,510 and 1,355,373,648 ............................                 16                  16
   Class A special common stock, $0.01 par value - authorized,
     7,500,000,000 shares; issued 931,973,956 and 930,633,433;
     outstanding, 884,684,113 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 ........................................................             44,694              44,620
   Retained earnings .........................................................              1,004               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 ......................................               (125)               (139)
                                                                                        ---------           ---------
       Total stockholders' equity ............................................             38,081              38,329
                                                                                        ---------           ---------
                                                                                        $ 109,522           $ 113,105
                                                                                        =========           =========
           See notes to condensed consolidated financial statements.

                                        3
</TABLE>



<PAGE>


<TABLE>
<CAPTION>

                                       
                                                COMCAST CORPORATION AND SUBSIDIARIES
                                                              FORM 10-Q
                                                     QUARTER ENDED JUNE 30, 2003
                                           CONDENSED CONSOLIDATED STATEMENT OF OPERATIONS
                                                             (Unaudited)



                                                                                   (Dollars in millions, except per share data)
                                                                                  Three Months Ended           Six Months Ended
                                                                                        June 30,                   June 30,
                                                                                  2003          2002           2003          2002
                                                                                --------      --------      --------      --------
REVENUES
<S>                                                                             <C>           <C>           <C>           <C>     
    Service revenues ......................................................     $  4,584      $  1,714      $  9,040      $  3,393
    Net sales from electronic retailing ...................................        1,101           990         2,163         1,978
                                                                                --------      --------      --------      --------
                                                                                   5,685         2,704        11,203         5,371
                                                                                --------      --------      --------      --------
COSTS AND EXPENSES
    Operating (excluding depreciation) ....................................        1,878           722         3,808         1,465
    Cost of goods sold from electronic retailing (excluding depreciation) .          697           626         1,370         1,255
    Selling, general and administrative ...................................        1,279           490         2,556           977
    Depreciation ..........................................................          837           342         1,636           676
    Amortization ..........................................................          383            46           749            99
                                                                                --------      --------      --------      --------
                                                                                   5,074         2,226        10,119         4,472
                                                                                --------      --------      --------      --------
OPERATING INCOME ..........................................................          611           478         1,084           899
OTHER INCOME (EXPENSE)
    Interest expense ......................................................         (492)         (182)       (1,017)         (369)
    Investment income (loss), net .........................................            9          (459)         (221)         (707)
    Equity in net losses of affiliates ....................................           (1)          (44)          (21)          (49)
    Other income (expense) ................................................           24             9            42           (14)
                                                                                --------      --------      --------      --------
                                                                                    (460)         (676)       (1,217)       (1,139)
                                                                                --------      --------      --------      --------

INCOME (LOSS) BEFORE INCOME TAXES AND MINORITY INTEREST ...................          151          (198)         (133)         (240)
INCOME TAX (EXPENSE) BENEFIT ..............................................          (77)           33            (9)           30
                                                                                --------      --------      --------      --------

INCOME (LOSS) BEFORE MINORITY INTEREST ....................................           74          (165)         (142)         (210)
MINORITY INTEREST .........................................................          (96)          (45)         (177)          (89)
                                                                                --------      --------      --------      --------
NET LOSS ..................................................................     ($    22)     ($   210)     ($   319)     ($   299)
                                                                                ========      ========      ========      ========

BASIC NET LOSS FOR COMMON STOCKHOLDERS PER COMMON SHARE ...................     ($  0.01)     ($  0.22)     ($  0.14)     ($  0.31)
                                                                                ========      ========      ========      ========

DILUTED NET LOSS FOR COMMON STOCKHOLDERS PER COMMON SHARE .................     ($  0.01)     ($  0.22)     ($  0.14)     ($  0.31)
                                                                                ========      ========      ========      ========

See notes to condensed consolidated financial statements.

</TABLE>



                                        4


<PAGE>

<TABLE>
<CAPTION>

                                           COMCAST CORPORATION AND SUBSIDIARIES
                                                        FORM 10-Q
                                               QUARTER ENDED JUNE 30, 2003
                                      CONDENSED CONSOLIDATED STATEMENT OF CASH FLOWS
                                                       (Unaudited)



                                                                                               (Dollars in millions)
                                                                                              Six Months Ended June 30,
                                                                                                2003               2002
                                                                                             ---------          --------
OPERATING ACTIVITIES
<S>                                                                                          <C>                <C>      
   Net loss ............................................................................    ($   319)          ($   299)
   Adjustments to reconcile net loss to net cash provided by operating activities:
     Depreciation ......................................................................       1,636                676
     Amortization ......................................................................         749                 99
     Non-cash interest (income) expense, net ...........................................         (61)                22
     Equity in net losses of affiliates ................................................          21                 49
     Losses (gains) on investments and other income (expense), net .....................         257                739
     Minority interest .................................................................         126                 89
     Deferred income taxes .............................................................        (226)                (4)
     Proceeds from sales of trading securities .........................................          85
     Other .............................................................................         101                (10)
                                                                                            --------           --------
                                                                                               2,369              1,361
     Changes in working capital, net of effects of acquisitions and divestitures:
       Decrease in accounts receivable, net ............................................          32                  9
       (Increase) decrease in inventories, net .........................................         (27)                40
       Decrease (increase) in other current assets .....................................           3                (18)
       Decrease in accounts payable, accrued expenses and other current liabilities.....        (383)              (342)
                                                                                            --------           --------
                                                                                                (375)              (311)

           Net cash provided by operating activities ...................................       1,994              1,050
                                                                                            --------           --------
FINANCING ACTIVITIES
   Proceeds from borrowings ............................................................       8,848                632
   Retirements and repayments of debt ..................................................     (11,545)            (1,169)
   Other ...............................................................................          (3)                66
                                                                                            --------           --------
           Net cash used in financing activities .......................................      (2,700)              (471)
                                                                                            --------           --------
INVESTING ACTIVITIES
   Acquisitions, net of cash acquired ..................................................         (22)               (16)
   Proceeds from sales of (purchases of) short-term investments, net ...................         (20)                 3
   Proceeds from restructuring of TWE investment .......................................       2,100
   Proceeds from sales of investments and assets held for sale .........................       1,492                596
   Purchases of investments ............................................................        (130)               (32)
   Capital expenditures ................................................................      (2,041)              (789)
   Additions to intangible and other noncurrent assets .................................        (130)              (133)
                                                                                            --------           --------
           Net cash provided by (used in) investing activities .........................       1,249               (371)
                                                                                            --------           --------
INCREASE IN CASH AND CASH EQUIVALENTS ..................................................         543                208
CASH AND CASH EQUIVALENTS, beginning of period .........................................         781                350
                                                                                            --------           --------
CASH AND CASH EQUIVALENTS, end of period ...............................................    $  1,324           $    558
                                                                                            ========           ========

</TABLE>



           See notes to condensed consolidated financial statements.

                                        5


<PAGE>

                      COMCAST CORPORATION AND SUBSIDIARIES
                                    FORM 10-Q
                           QUARTER ENDED JUNE 30, 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 JUNE 30, 2003
        NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS - CONTINUED
                                   (Unaudited)

     SFAS No. 149
     In April 2003, the FASB issued SFAS No. 149, "Amendment of Statement 133 on
     Derivative  Instruments and Hedging  Activities."  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  adopted  SFAS No.  149 on July 1, 2003 on a  prospective  basis in
     accordance with the new statement. The Company does not expect the adoption
     of SFAS No. 149 will have a material impact on its financial statements.

     SFAS No. 150
     In May  2003,  the  FASB  issued  SFAS No.  150,  "Accounting  for  Certain
     Financial Instruments with Characteristics of both Liabilities and Equity."
     This  Statement  establishes  standards  for how an issuer  classifies  and
     measures  certain  financial   instruments  with  characteristics  of  both
     liabilities  and equity.  SFAS No. 150 requires  that an issuer  classify a
     financial  instrument  that is within its scope as a liability  or, in some
     circumstances,  as an asset,  with many such financial  instruments  having
     been  previously  classified  as  equity.  SFAS No.  150 is  effective  for
     financial  instruments  entered into or modified  after May 31,  2003,  and
     otherwise is effective  July 1, 2003.  SFAS No. 150 is to be implemented by
     reporting the cumulative effect of a change in an accounting  principle for
     financial instruments outstanding before the issuance date of the Statement
     and still  existing  at July 1, 2003.  Restatement  is not  permitted.  The
     Company  is  assessing  the impact  SFAS No. 150 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

                                        7


<PAGE>

                      COMCAST CORPORATION AND SUBSIDIARIES
                                    FORM 10-Q
                           QUARTER ENDED JUNE 30, 2003
        NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS - CONTINUED
                                   (Unaudited)

     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 three  months  ended June 30, 2003 and 2002 and for the
     six  months  ended  June 30,  2003 and 2002  excludes  approximately  196.5
     million,  84.5  million,  189.6 million and 83.5 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 three and six months ended June
     30,  2003 and 2002 since the Company  reported a net loss for each  period.
     Weighted average shares  outstanding  during the three and six months ended
     June 30,  2003 were  2.255  billion  shares,  and  during the three and six
     months ended June 30, 2002 were 952 million shares.

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 six months ended June 30,
     2003 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.....................................               (143)                 (24)
Adjustments..................................                                     (26)
Interest accretion...........................                                      20
                                              ------------------     ----------------
Balance, June 30, 2003.......................               $349                 $883
                                              ==================     ================

</TABLE>




                                        8


<PAGE>

                      COMCAST CORPORATION AND SUBSIDIARIES
                                    FORM 10-Q
                           QUARTER ENDED JUNE 30, 2003
        NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS - CONTINUED
                                   (Unaudited)

     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  first  quarter  of 2003  were  not  significant  and were
     included  in  equity  in  net  losses  of   affiliates   in  the  Company's
     consolidated statement of operations.

     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") 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 valued 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
     immediately  to repay  amounts  outstanding  under certain of the Company's
     credit  facilities (see Notes 5 and 7). The TWE restructuring was accounted
     for as a fair value  exchange  with no gain or loss  recognized.  Under the
     restructuring  agreement,  the Company has 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 has  exclusive  authority  to  exercise  any
     management or governance  rights  associated  with the securities in trust.
     The trustee also has 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.

     Sale of QVC
     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,  which triggered an exit rights
     process with respect to Liberty's  approximate 42% interest in QVC. On June
     25, 2003, the Company and Liberty entered into an agreement (the "June 2003
     Agreement") which superceded and replaced the exit rights process of the

                                        9


<PAGE>

                      COMCAST CORPORATION AND SUBSIDIARIES
                                    FORM 10-Q
                           QUARTER ENDED JUNE 30, 2003
        NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS - CONTINUED
                                   (Unaudited)

     stockholders agreement, and pursuant to which Liberty had to deliver to the
     Company,  no later than June 30, 2003,  a notice  setting  forth  Liberty's
     determination  of the  aggregate  fair value of the Company's and Liberty's
     interests in QVC. On June 30, 2003, Liberty delivered notice to the Company
     setting the aggregate  fair value of the Company's and Liberty's  interests
     in QVC at $13.75 billion.  Under the terms of the June 2003 Agreement,  the
     Company had to elect either to purchase  Liberty's  interest in QVC or sell
     the  Company's  approximate  57%  interest in QVC to Liberty,  based on the
     value determined by Liberty.

     On July 3, 2003,  the Company  elected to sell its  interest in QVC under a
     stock  purchase  agreement  with Liberty for  approximately  $7.9  billion.
     Liberty will purchase the Company's  interest in QVC in part with shares of
     Liberty's  Series A common stock (valued at $11.71 per share)  representing
     7.5% of the shares of Liberty common stock outstanding (after giving effect
     to that issuance),  or approximately 218 million shares based on the number
     of Liberty  shares  currently  outstanding.  The  remainder of the purchase
     price  will be  paid in the  form of a  three-year  senior  unsecured  note
     bearing  interest at LIBOR plus 1.5%. The values of the shares and the note
     to be  delivered  to the Company are  approximately  $2.6  billion and $5.3
     billion, respectively. Under the stock purchase agreement, the Company will
     have   registration   rights  that  should   facilitate   the  disposal  or
     monetization of its shares in Liberty and in the note.

     The Company  expects to record a pre-tax gain on the sale of  approximately
     $6.5  billion.  The fair value of the  consideration  to be  received  from
     Liberty upon  consummation  of the  transaction  will be  determined at the
     closing date and will affect the actual  pre-tax gain to be recorded by the
     Company.  The  transaction is subject to customary  closing  conditions and
     regulatory  approvals.  The Company expects to close the transaction by the
     end of 2003.

     Effective in the third  quarter,  the Company will classify QVC as an asset
     held  for sale  and  will  report  the  results  of  operations  for QVC in
     discontinued  operations for all periods  presented in accordance with SFAS
     No. 144.

     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)
                                                           Six Months Ended
                                                            June 30, 2002
                                                       ------------------------
     
     Revenues......................................            $10,190
     Net loss......................................           ($14,172)
     Diluted EPS...................................             ($6.28)

     The unaudited pro forma  information for the six months ended June 30, 2002
     includes $11.781 billion,  net of tax, of goodwill and franchise impairment
     charges  recorded  by  Broadband  prior  to the  closing  of the  Broadband
     acquisition.



                                       10


<PAGE>


<TABLE>
<CAPTION>

                                       COMCAST CORPORATION AND SUBSIDIARIES
                                                    FORM 10-Q
                                           QUARTER ENDED JUNE 30, 2003
                         NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS - CONTINUED
                                                   (Unaudited)

5.   INVESTMENTS

                                                                                 June 30,          December 31,
                                                                                   2003                2002
                                                                                -----------       --------------
                                                                                        (in millions)
Fair value method (see Note 7)
<S>                                                                                      <C>               
     AT&T Corp. .........................................................           $               $   287
     Cablevision ........................................................              861              694
     Microsoft ..........................................................            1,951            1,967
     Sprint Corp. PCS Group .............................................              357              369
     Vodaphone ..........................................................            1,559            1,759
     Other ..............................................................              109               82
                                                                                   -------          -------
                                                                                     4,837            5,158
                                                                                   -------          -------
Equity Method
     Cable related ......................................................            2,167            2,094
     Other ..............................................................              223              236
                                                                                   -------          -------
                                                                                     2,390            2,330
                                                                                   -------          -------

Cost method, principally TWC and AOL Time Warner 
     at June 30, 2003 and TWE at December 31, 2002
     (see Note 4) .......................................................            8,320           10,985
                                                                                   -------          -------

     Total investments ..................................................           15,547           18,473
Less, current investments ...............................................            2,161            3,266
                                                                                   -------          -------
Non-current investments .................................................          $13,386          $15,207
                                                                                   =======          ========

     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 June 30, 2003 and December 31, 2002
     of $63 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 $22 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):


                                                       June 30,         December 31,
                                                        2003                2002
                                                     -----------         -----------

     Cost......................................              $77                $322
     Gross unrealized gains....................               64                  73
     Gross unrealized losses...................               (1)                 (1)
                                                     -----------         -----------

     Fair value................................             $140                $394
                                                     ===========         ===========
</TABLE>



     Cost Method
     In  connection  with the  Broadband  acquisition,  the Company  acquired an
     indirect  interest in CC 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.  In June 2003, Allen purchased
     the  Company's  interest in CC VIII for $728  million in cash.  The Company
     accounted

                                       11


<PAGE>

                      COMCAST CORPORATION AND SUBSIDIARIES
                                    FORM 10-Q
                           QUARTER ENDED JUNE 30, 2003
        NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS - CONTINUED
                                   (Unaudited)

     for the sale of its  interest in CC VIII at fair value with no gain or loss
     recognized.  The Company used the proceeds from the sale to repay a portion
     of the amounts outstanding under its revolving credit facilities.

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


<TABLE>
<CAPTION>


                                                                 Three Months Ended         Six Months Ended
                                                                      June 30,                  June 30,
                                                                  2003         2002         2003         2002
                                                                -------      -------      -------      -------

<S>                                                             <C>          <C>          <C>          <C>    
Interest and dividend income ..............................     $    49      $    11      $    82      $    18
Gains (losses) on sales and exchanges of investments, net .                     (103)          22         (101)
Investment impairment losses ..............................         (15)        (208)         (70)        (221)
Unrealized gains (losses) on trading securities ...........         307         (420)         292       (1,440)
Mark to market adjustments on derivatives related to
     trading securities ...................................        (294)         324         (305)       1,171
Mark to market adjustments on derivatives and
     hedged items .........................................         (38)         (63)        (242)        (134)
                                                                -------      -------      -------      -------

     Investment income (loss), net ........................     $     9      ($  459)     ($  221)     ($  707)
                                                                =======      =======      =======      =======

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):


                                                                                          Corporate
                                                                Cable       Commerce      and Other       Total
                                                              --------      --------      --------     --------

Balance, December 31, 2002 ..............................     $ 15,644      $    835      $    918     $ 17,397
    Purchase price allocation adjustments ...............         (215)                                    (215)
    Intersegment transfers ..............................           20                         (20)
                                                              --------      --------      --------     --------
Balance, June 30, 2003 ..................................     $ 15,449      $    835      $    898     $ 17,182
                                                              ========      ========      ========     =========

     During the six  months  ended  June 30,  2003,  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


                                                    June 30,       December 31,
                                                     2003             2002
                                                  -----------      -----------
                                                          (in millions)
Notes exchangeable into common stock ...........   $ 5,613          $ 5,459
Bank and public debt ...........................    26,084           28,702
Other, including capital lease obligations......       642              749
                                                   -------          -------
     Total debt ................................   $32,339          $34,910
                                                   =======          =======

</TABLE>


                                       12


<PAGE>

                      COMCAST CORPORATION AND SUBSIDIARIES
                                    FORM 10-Q
                           QUARTER ENDED JUNE 30, 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
     ("Comcast  Holdings")  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 June 30,  2003,  $23.766  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,  March and May 2003,  the  Company  sold an  aggregate  of $4.0
     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, $750 million of 7.05% senior notes due 2033 and $1.0
     billion of 5.30%  senior  notes due 2014.  The Company  used all of the net
     proceeds  from the  offerings  to repay a portion  of its  short-term  debt
     outstanding  and to  repay a  portion  of  amounts  outstanding  under  its
     revolving credit facilities due in 2005 and 2007.

     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
     In May 2003, the Company redeemed at their respective  scheduled redemption
     price  $433  million  aggregate  principal  amount of certain of its senior
     notes and senior  subordinated  notes with maturities  ranging from 2003 to
     2023 and interest rates ranging from 8 1/4% to 9.65%.  The Company financed
     the   redemptions   with  amounts   available  under  its  existing  credit
     facilities.

     In  May  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 bear interest at LIBOR
     plus 1.125% and LIBOR plus 0.875%, respectively,  and are due in 2006, were
     used to repay a portion of the $3.18 billion that was outstanding 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.  The  Exchangeable  Notes mature in tranches from 2003 through
     2007.

     During the three  months  ended June 30,  2003,  the Company  settled  $176
     million of its  obligations  relating  to  Vodafone  exchangeable  notes by
     delivering  the  underlying   shares  of  Vodafone   common  stock  to  the
     counterparty  upon  maturity  of the  instruments,  and the  equity  collar
     agreements  related  to  the  underlying   Vodafone  shares  expired.   The
     transaction,   which   respresented  a  non-cash  financing  and  investing
     activity, had no effect on the Company's statement of cash flows due to its
     non-cash  nature.  As of June 30, 2003, the securities  held by the Company
     collateralizing  the Exchangeable Notes were sufficient to satisfy the debt
     obligations associated with the outstanding Exchangeable Notes (see Notes 5
     and 9).

                                       13


<PAGE>

                      COMCAST CORPORATION AND SUBSIDIARIES
                                    FORM 10-Q
                           QUARTER ENDED JUNE 30, 2003
        NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS - CONTINUED
                                   (Unaudited)

     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 June 30,  2003,  the number of
     Sprint  PCS  shares  held by the  Company  exceeded  the  number  of  ZONES
     outstanding.

     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
                                         --------------------   -------------------
                                               Six Months              Six Months
                                                  Ended                   Ended
                                                June 30,                 June 30,
                                                  2003         2003       2002
                                                -------      -------     -------
Balance at Beginning of Period:
<S>                                             <C>          <C>         <C>    
Debt component ................................ $ 6,981      $   491     $   468
Derivative component ..........................  (1,522)         208       1,145
                                                -------      -------     -------
Total .........................................   5,459          699       1,613

Decrease in debt component due to maturities...    (176)

(Decrease) increase in debt
component to interest expense .................     (55)          12          11
Increase (decrease) in derivative
component to investment income (loss), net ....     385           65        (935)

Balance at End of Period:
Debt component ................................   6,750          503         479
Derivative component ..........................  (1,137)         273         210
                                                -------      -------     -------
Total ......................................... $ 5,613      $   776     $   689
                                                =======      =======     =======
</TABLE>



     Interest Rates
     Excluding the derivative  component of the Exchangeable Notes and the ZONES
     whose changes in fair value are recorded to investment income (loss),  net,
     the Company's  effective  weighted  average interest rate on its total debt
     outstanding  was 6.53% and 6.00% as of June 30, 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
     As of June 30, 2003,  certain  subsidiaries of the Company had unused lines
     of credit of $5.163 billion under their respective credit facilities.

     As of June 30, 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.


                                       14


<PAGE>

                      COMCAST CORPORATION AND SUBSIDIARIES
                                    FORM 10-Q
                           QUARTER ENDED JUNE 30, 2003
        NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS - CONTINUED
                                   (Unaudited)

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.

     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       Six Months Ended
                                                                         June 30,                June 30,
                                                                      2003      2002        2003       2002
                                                                     -----      -----      -----      -----

<S>                                                                  <C>        <C>        <C>        <C>   
Net loss, as reported ..........................................     ($ 22)     ($210)     ($319)     ($299)

Deduct: Total stock-based compensation
     expense determined under fair value based method
     for all awards, net of related tax effects ................       (45)       (36)       (83)       (69)
                                                                     -----      -----      -----      -----

Pro forma, net loss ............................................     ($ 67)     ($246)     ($402)     ($368)
                                                                     =====      =====      =====      =====

Basic and Diluted loss for common stockholders per
 common share:
     As reported ...............................................     ($0.01)    ($0.22)    ($0.14)    ($0.31)
     Pro forma .................................................     ($0.03)    ($0.26)    ($0.18)    ($0.39)

</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 $38
     million and $28 million for the three  months ended June 30, 2003 and 2002,
     respectively, and $71 million and $55 million for the six months ended June
     30, 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 three and six
     months  ended  June 30,  2003  was  $7.15  and  $10.27,  respectively.  The
     weighted-average  fair  value at date of grant of a Class A Special  common
     stock option granted under the option plans during the three and six months
     ended June 30, 2002 was $12.98 and $16.30, respectively.  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:

                                       15


<PAGE>

                      COMCAST CORPORATION AND SUBSIDIARIES
                                    FORM 10-Q
                           QUARTER ENDED JUNE 30, 2003
        NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS - CONTINUED
                                   (Unaudited)


<TABLE>
<CAPTION>


                                             Three Months Ended June 30,          Six Months Ended June 30,
                                              2003                2002             2003               2002
                                         ---------------    ---------------- ----------------   ----------------
                                             Class A        Class A Special      Class A        Class A Special
                                          Common Stock        Common Stock     Common Stock       Common Stock
                                         ---------------    ---------------- ----------------   ----------------

<S>                                                <C>                <C>              <C>                <C>
     Dividend yield.....................           0%                 0%               0%                 0%
     Expected volatility................        29.8%              30.0%            29.4%              29.2%
     Risk-free interest rate............         2.0%               5.3%             3.3%               5.3%
     Expected option lives (in years)...         3.1                8.0              6.6                8.0
     Forfeiture rate....................         3.0%               3.0%             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.

     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 six
     months ended June 30, 2003 (options in thousands):


                                               Class A               Class A Special
                                             Common Stock              Common Stock
                                        ----------------------    ----------------------
                                                    Weighted-                 Weighted-
                                                     Average                   Average
                                                    Exercise                  Exercise
                                         Options      Price        Options      Price
                                        ---------  ------------   ---------  -----------
Outstanding at beginning of period      63,575      $   43.31    64,890      $   28.57
Granted ..........................      23,327          28.64
Exercised ........................        (486)         16.32    (2,100)          8.63
Canceled .........................      (1,535)         49.48      (604)         36.36
                                      ---------                 -------
Outstanding at end of period .....      84,881          39.34    62,186          29.16
                                      =========                 =======
Exercisable at end of period .....      57,384          44.68    26,277          21.67
                                      =========                 =======

</TABLE>


                                       16


<PAGE>

                      COMCAST CORPORATION AND SUBSIDIARIES
                                    FORM 10-Q
                           QUARTER ENDED JUNE 30, 2003
        NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS - CONTINUED
                                   (Unaudited)

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


<TABLE>
<CAPTION>

                                                             Three Months Ended       Six Months Ended
                                                                  June 30,                June 30,
                                                               2003        2002       2003        2002
                                                             ---------  ----------  ---------  ----------
<S>                                                               <C>        <C>        <C>         <C>   
     Net loss.............................................        ($22)      ($210)     ($319)      ($299)
     Unrealized gains (losses) on marketable securities...           3        (223)       (28)       (364)
     Reclassification adjustments for losses
       included in net loss...............................           3         198         27         203
     Unrealized gains on the effective portion
       of cash flow hedges................................                       4
     Foreign currency translation gains (losses)..........           9           5         15          (7)
                                                             ---------  ----------  ---------  ----------
     Comprehensive loss...................................         ($7)      ($226)     ($305)      ($467)
                                                             =========  ==========  =========  ==========


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):


                                                         Three Months Ended            Six Months Ended
                                                              June 30,                     June 30,
                                                        2003            2002         2003           2002
                                                     -----------     -----------  -----------    -----------

Interest ............................................. $  452         $  237          $1,019     $  347
Income taxes ........................................  $  156         $  129          $  197     $  159

</TABLE>



     During the three  months  ended June 30,  2003,  the Company  entered  into
     non-cash  financing  and  investing  activities  related  to certain of its
     Exchangeable Notes (see Note 7).

10.  COMMITMENTS AND CONTINGENCIES

     Commitments
     Certain subsidiaries of the Company support debt compliance with respect to
     obligations aggregating $1.021 billion as of June 30, 2003 of certain cable
     television  partnerships  and  investments  in which the  Company  holds an
     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
     $1.021  billion  as of June 30,  2003,  at which  time there were no quoted
     market prices for similar agreements.

     Contingencies
     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

                                       17


<PAGE>

                      COMCAST CORPORATION AND SUBSIDIARIES
                                    FORM 10-Q
                           QUARTER ENDED JUNE 30, 2003
        NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS - CONTINUED
                                   (Unaudited)

     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
     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.  Both
     of these  actions  are in the  discovery  stage.  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  purports  to require  annual  fixed price
     payments,  subject to adjustment for various factors,  including inflation.
     The term sheet also  purports to require 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

                                       18


<PAGE>

                      COMCAST CORPORATION AND SUBSIDIARIES
                                    FORM 10-Q
                           QUARTER ENDED JUNE 30, 2003
        NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS - CONTINUED
                                   (Unaudited)

     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. 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.

     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 purported joint-marketing obligations under the term sheet and that
     the  Company  and  Comcast   Holdings  have  breached   certain   purported
     joint-marketing  obligations  under the March 17, 1999  contract  and other
     agreements.  The Company,  Comcast  Holdings and  Broadband  opposed  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, sought an extension of
     time from the Court to respond to Starz Encore's  amended  complaint.  Both
     Starz Encore's motion to amend and the Company's  motion to extend time are
     fully briefed and have been submitted to the Court for decision.

     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.  The  evidentiary  hearing  commenced on May 9, 2003 and
     concluded  on June 17,  2003.  The  parties  filed  and  exchanged  opening
     post-hearing briefs on July 25, 2003 and are scheduled to file and exchange
     reply  briefs  on  August 8,  2003.  Final  oral  arguments  are  currently
     scheduled for September 10 and 11, 2003.

                                       19


<PAGE>

                      COMCAST CORPORATION AND SUBSIDIARIES
                                    FORM 10-Q
                           QUARTER ENDED JUNE 30, 2003
        NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS - CONTINUED
                                   (Unaudited)

     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.

     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.



                                       20


<PAGE>

                      COMCAST CORPORATION AND SUBSIDIARIES
                                    FORM 10-Q
                           QUARTER ENDED JUNE 30, 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>


                                                                       Corporate and
                                                  Cable       Commerce   Other (1)     Total
Three Months Ended June 30, 2003                  -----       -------- -------------   -----
--------------------------------
<S>                                           <C>          <C>          <C>           <C>     
Revenues (2) ................................  $  4,379     $  1,101     $    205      $  5,685
Operating income before depreciation and     
     amortization (3) .......................     1,597          219           15         1,831
Depreciation and amortization ...............     1,133           34           53         1,220
Operating income (loss) .....................       464          185          (38)          611
Interest expense ............................       379            2          111           492
Capital expenditures ........................     1,047           16            7         1,070
                                             
Three Months Ended June 30, 2002             
--------------------------------
Revenues (2) ................................  $  1,541     $    990     $    173      $  2,704
Operating income before                      
     depreciation and amortization (3) ......       654          194           18           866
Depreciation and amortization ...............       298           29           61           388
Operating income (loss) .....................       356          165          (43)          478
Interest expense ............................       141            3           38           182
Capital expenditures ........................       331           51            8           390
                                             
Six Months Ended June 30, 2003               
------------------------------
Revenues (2) ................................  $  8,611     $  2,163     $    429      $ 11,203
Operating income before depreciation and     
     amortization (3) .......................     3,018          430           21         3,469
Depreciation and amortization ...............     2,213           65          107         2,385
Operating income (loss) .....................       805          365          (86)        1,084
Interest expense ............................       827            3          187         1,017
Capital expenditures ........................     2,000           29           12         2,041
                                             
Six Months Ended June 30, 2002               
------------------------------
Revenues (2) ................................  $  3,010     $  1,978     $    383      $  5,371
Operating income before                      
     depreciation and amortization (3) ......     1,251          386           37         1,674
Depreciation and amortization ...............       591           56          128           775
Operating income (loss) .....................       660          330          (91)          899
Interest expense ............................       287            6           76           369
Capital expenditures ........................       689           83           17           789
                                             
As of June 30, 2003                          
-------------------
Assets ......................................  $ 96,200     $  3,237     $ 10,085      $109,522
Long-term debt, less current portion ........    21,677                     8,246       29,923
                                              
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
</TABLE>


----------------------


                                       21

<PAGE>

                      COMCAST CORPORATION AND SUBSIDIARIES
                                    FORM 10-Q
                           QUARTER ENDED JUNE 30, 2003
        NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS - CONTINUED
                                   (Unaudited)

(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 $241 million, $146 million, $456 million and $286 million
      during the three  months  ended June 30,  2003 and 2002 and during the six
      months  ended June 30, 2003 and 2002,  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  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.
      The  Company's  management  and Board of  Directors  use this  measure  in
      evaluating  the  Company's  consolidated  operating  performance  and  the
      operating  performance  of all of its operating  segments.  This metric is
      used to allocate resources and capital to the Company's operating segments
      and  is  a  significant   component  of  the  Company's  annual  incentive
      compensation  programs.  This measure is also useful to investors as it is
      one of the bases for comparing the Company's  operating  performance  with
      other companies in its industries,  although the Company's measure may not
      be directly  comparable to similar measures used by other companies.  This
      measure  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
      generally accepted accounting principles.





















                                       22



<PAGE>

                      COMCAST CORPORATION AND SUBSIDIARIES
                                    FORM 10-Q
                           QUARTER ENDED JUNE 30, 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 June 30, 2003 and for the three and
     six  months  ended  June 30,  2003)  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 June 30, 2003

                                                                                                   Elimination                
                                                                              Combined    Non-        and        Consolidated
                                                    Comcast    CCCI     CCCH    CCHMO   Guarantor  Consolidation   Comcast
                                                     Parent   Parent   Parent  Parents Subsidiaries Adjustments  Corporation
                                                    --------------------------------------------------------------------------
ASSETS                           
------
<S>                                                 <C>      <C>      <C>       <C>     <C>       <C>           <C>     
   Cash and cash equivalents......................      $        $        $         $       $1,324      $           $1,324
   Investments....................................         50                                2,111                   2,161
   Accounts receivable, net.......................                                           1,376                   1,376
   Inventories, net...............................                                             506                     506
   Deferred income taxes..........................                                             137                     137
   Other current assets...........................          6                                  383                     389
                                                     -------- -------- -------- --------- --------  ---------  -----------
     Total current assets.........................         56                                5,837                   5,893
                                                     -------- -------- -------- --------- --------  ---------  -----------
   INVESTMENTS..............................                                                13,386                  13,386
   INVESTMENTS IN AND AMOUNTS DUE FROM              
     SUBSIDIARIES ELIMINATED UPON                   
     CONSOLIDATION................................     45,268   21,148   27,176    34,350   14,162   (142,104)
   PROPERTY AND EQUIPMENT, net....................                                          19,079                  19,079
   FRANCHISE RIGHTS...............................                                          48,332                  48,332
   GOODWILL.......................................                                          17,182                  17,182
   OTHER INTANGIBLE ASSETS, net...................                                           4,864                   4,864
   OTHER NONCURRENT ASSETS, net...................         90       49       31                616                     786
                                                     -------- -------- -------- --------- --------  ---------  -----------
   Total Assets...................................    $45,414  $21,197  $27,207   $34,350 $123,458  ($142,104)    $109,522
                                                     ======== ======== ======== ========= ========  =========  ===========
                                                    
LIABILITIES AND STOCKHOLDERS' EQUITY                
------------------------------------
   Accounts payable...............................      $        $        $         $       $1,507      $           $1,507
   Accrued expenses and other current               
     liabilities..................................        270       99       75       309    4,307                   5,060
   Deferred income taxes..........................                                             557                     557
   Current portion of long-term debt..............                 308                152    1,956                   2,416
                                                     -------- -------- -------- --------- --------  ---------  -----------
     Total current liabilities....................        270      407       75       461    8,327                   9,540
                                                     -------- -------- -------- --------- --------  ---------  -----------
   LONG-TERM DEBT, less current portion...........      6,768    6,628    3,498     6,513    6,516                  29,923
   DEFERRED INCOME TAXES..........................                                          23,622                  23,622
   OTHER NONCURRENT LIABILITIES...................        295                         200    5,047                   5,542
   MINORITY INTEREST..............................                                           2,814                   2,814
                                                    
STOCKHOLDERS' EQUITY                                
   Common stock...................................         25                                                           25
   Other stockholders' equity.....................     38,056   14,162   23,634    27,176   77,132   (142,104)      38,056
                                                     -------- -------- -------- --------- --------  ---------  -----------
     Total Stockholders' Equity...................     38,081   14,162   23,634    27,176   77,132   (142,104)      38,081
                                                     -------- -------- -------- --------- --------  ---------  -----------
     Total Liabilities and Stockholders' Equity ...   $45,414  $21,197  $27,207   $34,350 $123,458  ($142,104)    $109,522
                                                     ======== ======== ======== ========= ========  =========  ===========
                                             

</TABLE>


                                       23


<PAGE>

<TABLE>
<CAPTION>


                                             COMCAST CORPORATION AND SUBSIDIARIES
                                                          FORM 10-Q
                                                 QUARTER ENDED JUNE 30, 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
                                                  --------------------------------------------------------------------------
ASSETS                                              
------
<S>                                                 <C>      <C>      <C>       <C>     <C>       <C>           <C>     
   Cash and cash equivalents....................      $        $        $         $         $781      $             $781
   Investments..................................         30                                3,236                   3,266
   Accounts receivable, net.....................                                           1,408                   1,408
   Inventories, net.............................                                             479                     479
   Assets held for sale.........................                                             613                     613
   Deferred income taxes........................                                             129                     129
   Other current assets.........................         22                                  378                     400
                                                   -------- -------- -------- --------- --------  ---------  -----------
     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>



                                       24

<PAGE>

<TABLE>
<CAPTION>


                                         COMCAST CORPORATION AND SUBSIDIARIES
                                                      FORM 10-Q
                                             QUARTER ENDED JUNE 30, 2003
                           NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS - CONTINUED
                                                     (Unaudited)


                                                    Comcast Corporation
                                      Condensed Consolidating Statement of Operations
                                         For the Three Months Ended June 30, 2003





                                                                                           Elimination               
                                                                      Combined    Non-         and     Consolidated
                                            Comcast   CCCI     CCCH    CCHMO   Guarantor   Consolidation  Comcast    
                                             Parent  Parent   Parent  Parents Subsidiaries Adjustments  Corporation  
                                             -------- -------- -------- --------- --------  ---------  -----------  
REVENUES
<S>                                             <C>                                           <C>              
   Service revenues.........................    $        $        $        $       $4,584     $          $4,584
   Net sales from electronic retailing......                                        1,101                 1,101
   Management fee revenue...................       92      34        58       58                (242)
                                             -------- ------- --------- -------- -------- ---------- ----------
                                                   92      34        58       58    5,685       (242)     5,685
                                             -------- ------- --------- -------- -------- ---------- ----------
COSTS AND EXPENSES
   Operating (excluding depreciation).......                                        1,878                 1,878
   Cost of goods sold from electronic 
     retailing (excluding depreciation).....                                          697                   697
   Selling, general and administrative......       38      34        58       58    1,333       (242)     1,279
   Depreciation.............................                                          837                   837
   Amortization.............................                                          383                   383
                                             -------- ------- --------- -------- -------- ---------- ----------
                                                   38      34        58       58    5,128       (242)     5,074
                                             -------- ------- --------- -------- -------- ---------- ----------

OPERATING INCOME............................       54                                 557                   611

OTHER INCOME (EXPENSE)
   Interest expense.........................      (79)   (139)      (93)     (77)    (104)                 (492)
   Investment income, net...................                                            9                     9
   Equity in net (losses) income of 
     affiliates.............................       (5)    272       (70)     (20)     181       (359)        (1)
   Other income.............................                                           24                    24
                                             -------- ------- --------- -------- -------- ---------- ----------
                                                  (84)    133      (163)     (97)     110       (359)      (460)
                                             -------- ------- --------- -------- -------- ---------- ----------
INCOME (LOSS) BEFORE INCOME TAXES AND
  MINORITY INTEREST.........................      (30)    133      (163)     (97)     667       (359)       151
INCOME TAX BENEFIT (EXPENSE)................        8      49        32       27     (193)                  (77)
                                             -------- ------- --------- -------- -------- ---------- ----------
INCOME (LOSS) BEFORE MINORITY INTEREST......      (22)    182      (131)     (70)     474       (359)        74
MINORITY INTEREST...........................                                          (96)                  (96)
                                             -------- ------- --------- -------- -------- ---------- ----------
NET INCOME (LOSS)...........................     ($22)   $182     ($131)    ($70)    $378      ($359)      ($22)
                                             ======== ======= ========= ======== ======== ========== ===========

</TABLE>






                                       25

<PAGE>


<TABLE>
<CAPTION>

                                         COMCAST CORPORATION AND SUBSIDIARIES
                                                      FORM 10-Q
                                             QUARTER ENDED JUNE 30, 2003
                           NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS - CONTINUED
                                                     (Unaudited)



                                                 Comcast Corporation
                                   Condensed Consolidating Statement of Operations
                                       For the Three Months Ended June 30, 2002

                                                                                            Elimination               
                                                                       Combined    Non-         and     Consolidated
                                             Comcast   CCCI     CCCH    CCHMO   Guarantor   Consolidation  Comcast    
                                              Parent  Parent   Parent  Parents Subsidiaries Adjustments  Corporation  
                                             -------- -------- -------- --------- --------  ---------  -----------

REVENUES
<S>                                             <C>                                           <C>              
   Service revenues.........................    $        $        $        $       $1,714     $          $1,714
   Net sales from electronic retailing......                                          990                   990
                                             -------- ------- --------- -------- -------- ---------- ----------
                                                                                    2,704                 2,704
                                             -------- ------- --------- -------- -------- ---------- ----------

COSTS AND EXPENSES
   Operating (excluding depreciation).......                                          722                   722
   Cost of goods sold from electronic 
     retailing (excluding depreciation).....                                          626                   626
   Selling, general and administrative......                                          490                   490
   Depreciation.............................                                          342                   342
   Amortization.............................                                           46                    46
                                             -------- ------- --------- -------- -------- ---------- ----------
                                                                                    2,226                 2,226
                                             -------- ------- --------- -------- -------- ---------- ----------

OPERATING INCOME............................                                          478                   478

OTHER INCOME (EXPENSE)
   Interest expense.........................             (140)                        (42)                 (182)
   Investment loss, net.....................                                         (459)                 (459)
   Equity in net income (losses) of 
     affiliates.............................              227                          92       (363)       (44)
   Other income.............................                                            9                     9
                                             -------- ------- --------- -------- -------- ---------- ----------
                                                           87                        (400)      (363)      (676)
                                             -------- ------- --------- -------- -------- ---------- ----------

INCOME (LOSS) BEFORE INCOME TAXES
   AND MINORITY INTEREST....................               87                          78       (363)      (198)

INCOME TAX BENEFIT (EXPENSE)................               49                         (16)                   33
                                             -------- ------- --------- -------- -------- ---------- ----------

INCOME (LOSS) BEFORE MINORITY INTEREST......              136                          62       (363)      (165)

MINORITY INTEREST...........................                                          (45)                  (45)
                                             -------- ------- --------- -------- -------- ---------- ----------

NET INCOME (LOSS)...........................    $        $136     $        $          $17      ($363)     ($210)
                                             ======== ======= ========= ======== ======== ========== ===========

</TABLE>



                                       26



<PAGE>


<TABLE>
<CAPTION>

                                         COMCAST CORPORATION AND SUBSIDIARIES
                                                      FORM 10-Q
                                             QUARTER ENDED JUNE 30, 2003
                           NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS - CONTINUED
                                                     (Unaudited)


                                                 Comcast Corporation
                                   Condensed Consolidating Statement of Operations
                                        For the Six Months Ended June 30, 2003

                                                                                            Elimination                
                                                                       Combined    Non-         and     Consolidated   
                                             Comcast   CCCI     CCCH    CCHMO   Guarantor   Consolidation  Comcast     
                                              Parent  Parent   Parent  Parents Subsidiaries Adjustments  Corporation   
                                             -------- -------- -------- --------- --------  ---------  -----------     

REVENUES
<S>                                             <C>                                           <C>              
   Service revenues.........................    $        $        $        $       $9,040     $          $9,040
   Net sales from electronic retailing......                                        2,163                 2,163
   Management fee revenue...................      187      71       116      116                (490)
                                             -------- ------- --------- -------- -------- ---------- ----------
                                                  187      71       116      116   11,203       (490)    11,203
                                             -------- ------- --------- -------- -------- ---------- ----------
COSTS AND EXPENSES
   Operating (excluding depreciation).......                                        3,808                 3,808
   Cost of goods sold from electronic 
     retailing (excluding depreciation).....                                        1,370                 1,370
   Selling, general and administrative......       76      71       116      116    2,667       (490)     2,556
   Depreciation.............................                                        1,636                 1,636
   Amortization.............................                                          749                   749
                                             -------- ------- --------- -------- -------- ---------- ----------
                                                   76      71       116      116   10,230       (490)    10,119
                                             -------- ------- --------- -------- -------- ---------- ----------

OPERATING INCOME............................      111                                 973                 1,084

OTHER INCOME (EXPENSE)
   Interest expense.........................     (123)   (274)     (206)    (192)    (222)               (1,017)
   Investment loss, net.....................                                         (221)                 (221)
   Equity in net income (losses) of 
     affiliates.............................     (310)    501      (407)    (282)     302        175        (21)
   Other income.............................                                           42                    42
                                             -------- ------- --------- -------- -------- ---------- ----------
                                                 (433)    227      (613)    (474)     (99)       175     (1,217)
                                             -------- ------- --------- -------- -------- ---------- ----------
INCOME (LOSS) BEFORE INCOME TAXES AND
  MINORITY INTEREST.........................     (322)    227      (613)    (474)     874        175       (133)
INCOME TAX BENEFIT (EXPENSE)................        3      96        72       67     (247)                   (9)
                                             -------- ------- --------- -------- -------- ---------- ----------
INCOME (LOSS) BEFORE MINORITY INTEREST......     (319)    323      (541)    (407)     627        175       (142)
MINORITY INTEREST...........................                                         (177)                 (177)
                                             -------- ------- --------- -------- -------- ---------- ----------
NET INCOME (LOSS)...........................    ($319)   $323     ($541)   ($407)    $450       $175      ($319)
                                             ======== ======= ========= ======== ======== ========== ===========



</TABLE>





                                       27


<PAGE>

<TABLE>
<CAPTION>

                                         COMCAST CORPORATION AND SUBSIDIARIES
                                                      FORM 10-Q
                                             QUARTER ENDED JUNE 30, 2003
                           NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS - CONTINUED
                                                     (Unaudited)


                                                 Comcast Corporation
                                   Condensed Consolidating Statement of Operations
                                        For the Six Months Ended June 30, 2002


                                                                                            Elimination                
                                                                       Combined    Non-         and     Consolidated   
                                             Comcast   CCCI     CCCH    CCHMO   Guarantor   Consolidation  Comcast     
                                              Parent  Parent   Parent  Parents Subsidiaries Adjustments  Corporation   
                                             -------- -------- -------- --------- --------  ---------  -----------     
REVENUES
<S>                                             <C>                                           <C>              
   Service revenues.........................    $        $        $        $       $3,393     $          $3,393
   Net sales from electronic retailing......                                        1,978                 1,978
                                             -------- ------- --------- -------- -------- ---------- ----------
                                                                                    5,371                 5,371
                                             -------- ------- --------- -------- -------- ---------- ----------

COSTS AND EXPENSES
   Operating (excluding depreciation).......                                        1,465                 1,465
   Cost of goods sold from electronic 
     retailing (excluding depreciation).....                                        1,255                 1,255
   Selling, general and administrative......                                          977                   977
   Depreciation.............................                                          676                   676
   Amortization.............................                                           99                    99
                                             -------- ------- --------- -------- -------- ---------- ----------
                                                                                    4,472                 4,472
                                             -------- ------- --------- -------- -------- ---------- ----------

OPERATING INCOME............................                                          899                   899

OTHER INCOME (EXPENSE)
   Interest expense.........................             (280)                        (89)                 (369)
   Investment loss, net.....................                                         (707)                 (707)
   Equity in net income (losses) of 
     affiliates.............................              419                         188       (656)       (49)
   Other expense............................                                          (14)                  (14)
                                             -------- ------- --------- -------- -------- ---------- ----------
                                                          139                        (622)      (656)    (1,139)
                                             -------- ------- --------- -------- -------- ---------- ----------

INCOME (LOSS) BEFORE INCOME TAXES
   AND MINORITY INTEREST....................              139                         277       (656)      (240)

INCOME TAX BENEFIT (EXPENSE)................               98                         (68)                   30
                                             -------- ------- --------- -------- -------- ---------- ----------

INCOME (LOSS) BEFORE MINORITY INTEREST......              237                         209       (656)      (210)

MINORITY INTEREST...........................                                          (89)                  (89)
                                             -------- ------- --------- -------- -------- ---------- ----------

NET INCOME (LOSS)...........................    $        $237     $        $         $120      ($656)     ($299)
                                             ======== ======= ========= ======== ======== ========== ===========

</TABLE>








                                       28


<PAGE>

<TABLE>
<CAPTION>

                                         COMCAST CORPORATION AND SUBSIDIARIES
                                                      FORM 10-Q
                                             QUARTER ENDED JUNE 30, 2003
                           NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS - CONTINUED
                                                     (Unaudited)


                                                 Comcast Corporation
                                   Condensed Consolidating Statement of Cash Flows
                                        For the Six Months Ended June 30, 2003


                                                                                            Elimination                
                                                                       Combined    Non-         and     Consolidated   
                                             Comcast   CCCI     CCCH    CCHMO   Guarantor   Consolidation  Comcast     
                                              Parent  Parent   Parent  Parents Subsidiaries Adjustments  Corporation   
                                             -------- -------- -------- --------- --------  ---------  -----------     

OPERATING ACTIVITIES
<S>                                             <C>      <C>      <C>      <C>        <C>        <C>       <C>   
Net income (loss)............................   ($319)   $323     ($541)   ($407)     $450       $175      ($319)
Adjustments to reconcile net income (loss) 
   to net cash provided by (used in) 
   operating activities:
   Depreciation..............................                                        1,636                 1,636
   Amortization..............................                                          749                   749
   Non-cash interest (income) expense, net...                         3      (88)       24                   (61)
   Equity in net (income) losses of 
     affiliates..............................     310    (501)      407      282      (302)      (175)        21
   Losses (gains) on investments and other
     (income) expense, net...................                                          257                   257
   Minority interest.........................                                          126                   126
   Deferred income taxes.....................                                         (226)                 (226)
   Proceeds from sales of trading securities.                                           85                    85
   Other.....................................                                          101                   101
                                               ------ ------- --------- -------- --------- ---------- ----------
                                                   (9)   (178)     (131)    (213)    2,900                 2,369
   Changes in working capital
     Decrease in accounts receivable, net....                                           32                    32
     Increase in inventories, net............                                          (27)                  (27)
     Decrease in other current assets........                                            3                     3
     Increase (decrease) in accounts 
       payable, accrued expenses and 
       other current liabilities.............      62      (8)       29     (160)     (306)                 (383)
                                               ------ ------- --------- -------- --------- ---------- ----------
                                                   62      (8)       29     (160)     (298)                 (375)

     Net cash provided by (used in) 
       operating activities..................      53    (186)     (102)    (373)    2,602                 1,994
                                               ------ ------- --------- -------- --------- ---------- ----------

FINANCING ACTIVITIES
   Proceeds from borrowings..................   8,138     600                          110                 8,848
   Retirements and repayments of debt........  (2,050) (1,554)   (6,250)  (1,764)       73               (11,545)
   Other.....................................                                           (3)                   (3)
                                               ------ ------- --------- -------- --------- ---------- ----------
     Net cash provided by (used in)
       financing activities..................   6,088    (954)   (6,250)  (1,764)      180                (2,700)
                                               ------ ------- --------- -------- --------- ---------- ----------

INVESTING ACTIVITIES
Net transactions with affiliates.............  (6,141)  1,140     6,352    2,137    (3,488)
Acquisitions, net of cash acquired...........                                          (22)                  (22)
Proceeds from sales of (purchases of) 
   short-term investments, net...............                                          (20)                  (20)
Proceeds from restructuring of TWE 
   investment................................                                        2,100                 2,100
Proceeds from sales of investments and 
   assets held for sale......................                                        1,492                 1,492
Purchases of investments.....................                                         (130)                 (130)
Capital expenditures.........................                                       (2,041)               (2,041)
Additions to intangible and other 
   noncurrent assets.........................                                         (130)                 (130)
                                               ------ ------- --------- -------- --------- ---------- ----------
   Net cash provided by (used in) 
     investing act...........................  (6,141)  1,140     6,352    2,137    (2,239)                1,249
                                               ------ ------- --------- -------- --------- ---------- ----------

INCREASE IN CASH AND CASH EQUIVALENTS........                                          543                   543
CASH AND CASH EQUIVALENTS, beginning of 
     period..................................                                          781                   781
                                               ------ ------- --------- -------- --------- ---------- ----------
CASH AND CASH EQUIVALENTS, end of period.....    $       $        $        $        $1,324     $          $1,324
                                             ======== ======= ========= ======== ======== ========== ===========

</TABLE>



                                       29

<TABLE>
<CAPTION>


<PAGE>

                                           COMCAST CORPORATION AND SUBSIDIARIES
                                                         FORM 10-Q
                                                QUARTER ENDED JUNE 30, 2003
                             NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS - CONCLUDED
                                                        (Unaudited)


                                                    Comcast Corporation
                                      Condensed Consolidating Statement of Cash Flows
                                          For the Six Months Ended June 30, 2002


                                                                                            Elimination                
                                                                       Combined    Non-         and     Consolidated   
                                             Comcast   CCCI     CCCH    CCHMO   Guarantor   Consolidation  Comcast     
                                              Parent  Parent   Parent  Parents Subsidiaries Adjustments  Corporation   
                                             -------- -------- -------- --------- --------  ---------  -----------     

OPERATING ACTIVITIES
<S>                                             <C>               <C>                          <C>        <C>   
Net income (loss)............................   $        $237     $        $         $120      ($656)     ($299)
Adjustments to reconcile net income (loss)
   to net cash provided by (used in) 
   operating activities:
   Depreciation..............................                                         676                   676
   Amortization..............................                                          99                    99
   Non-cash interest (income) expense, net...              (8)                         30                    22
   Equity in net (income) losses of
     affiliates..............................            (419)                       (188)       656         49
   Losses (gains) on investments and other
     (income) expense, net...................                                         739                   739
   Minority interest.........................                                          89                    89
   Deferred income taxes.....................                                          (4)                   (4)
   Other.....................................                                         (10)                  (10)
                                             -------- ------- --------- -------  -------- ---------- ----------
                                                         (190)                      1,551                 1,361

   Changes in working capital
     Decrease in accounts receivable, net....                                           9                     9
     Decrease in inventories.................                                          40                    40
     Increase in other current assets........                                         (18)                  (18)
     Decrease in accounts payable, accrued
      expenses and other current liabilities.             (27)                       (315)                 (342)
                                             -------- ------- --------- -------  -------- ---------- ----------
                                                          (27)                       (284)                 (311)

Net cash provided by (used in) operating
      activities.............................            (217)                      1,267                 1,050
                                             -------- ------- --------- -------  -------- ---------- ----------

FINANCING ACTIVITIES
   Proceeds from borrowings..................             624                           8                   632
   Retirements and repayments of debt........            (840)                       (329)               (1,169)
   Other.....................................                                          66                    66
                                             -------- ------- --------- -------  -------- ---------- ----------

Net cash used in financing activities........            (216)                       (255)                 (471)
                                             -------- ------- --------- -------  -------- ---------- ----------

INVESTING ACTIVITIES
   Net transactions with affiliates..........             433                        (433)
   Acquisitions, net of cash required........                                         (16)                  (16)
   Proceeds from sales of (purchase of) 
     short-term investments, net.............                                           3                     3
   Proceeds from sales of investments........                                         596                   596
   Purchases of investments..................                                         (32)                  (32)
   Capital expenditures......................                                        (789)                 (789)
   Additions to intangible and other 
     noncurrent assets.......................                                        (133)                 (133)
                                             -------- ------- --------- -------  -------- ---------- ----------
   Net cash provided by (used in) 
     investing activities....................             433                        (804)                 (371)
                                             -------- ------- --------- -------  -------- ---------- ----------

INCREASE IN CASH AND CASH EQUIVALENTS........                                         208                   208
CASH AND CASH EQUIVALENTS, beginning of 
     period..................................                                         350                   350
                                             -------- ------- --------- -------  -------- ---------- ----------
CASH AND CASH EQUIVALENTS, end of period.....   $        $        $        $         $558     $            $558
                                             ======== ======= ========= ======== ======== ========== ===========



</TABLE>



                                       30


<PAGE>

                      COMCAST CORPORATION AND SUBSIDIARIES
                                    FORM 10-Q
                           QUARTER ENDED JUNE 30, 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

          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 lines of
     credit,  which total $5.163  billion as of June 30,  2003,  and through the
     future sales or monetizations of our investments.

          As more fully described in Note 4 to our financial statements included
     in Item 1 (see Sale of QVC), in July 2003 we and Liberty Media  Corporation
     ("Liberty")  entered  into a stock  purchase  agreement  pursuant  to which
     Liberty will purchase our approximate 57% interest in QVC for approximately
     $7.9 billion in a transaction  we expect to close by the end of 2003.  Upon
     closing of the  transaction,  we expect to receive from  Liberty  shares of
     Liberty  Series A common  stock  and a  three-year  senior  unsecured  note
     bearing  interest at LIBOR plus 1.5%. The values of the shares and the note
     to be delivered  to us are  approximately  $2.6  billion and $5.3  billion,
     respectively. Under the stock purchase agreement, we will have registration
     rights that should facilitate the disposal or monetization of our shares in
     Liberty and in the note.

          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
     June  30,  2003  were  $1.324  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 June 30, 2003 and December 31, 2002, our debt, including capital
     lease obligations, was $32.339 billion and $34.910 billion, respectively.

          The $2.571  billion  decrease  from December 31, 2002 to June 30, 2003
     results  principally  from the effects of our net  repayments  during 2003.
     Included  in our  debt as of June  30,  2003  and  December  31,  2002  was
     short-term debt and current portion of long-term debt of $2.416 billion and
     $6.953 billion, respectively.

          In January, March and May 2003, we sold an

                                       31



<PAGE>

                      COMCAST CORPORATION AND SUBSIDIARIES
                                    FORM 10-Q
                           QUARTER ENDED JUNE 30, 2003


     aggregate  of $4.0  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,  $750 million of 7.05% senior
     notes due 2033 and $1.0 billion of 5.30% senior notes due 2014. We used all
     of the net proceeds from the offerings to repay a portion of our short-term
     debt  outstanding and to repay a portion of amounts  outstanding  under our
     revolving credit facilities due in 2005 and 2007.

          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.

          In May 2003,  we redeemed  at their  respective  scheduled  redemption
     price  $433  million  aggregate  principal  amount of certain of our senior
     notes and senior  subordinated  notes with maturities  ranging from 2003 to
     2023 and  interest  rates  ranging  from 8 1/4% to 9.65%.  We financed  the
     redemptions with amounts available under our existing credit facilities.

          In May 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 bear interest at LIBOR plus 1.125% and LIBOR
     plus  0.875%,  respectively,  and are due in  2006,  were  used to  repay a
     portion of the $3.18 billion that was  outstanding  under our term loan due
     2004. The new credit agreements replaced our 364-day credit facility, which
     expired in May 2003.

          In June 2003,  we sold our  interest  in CC VIII,  LLC, a cable  joint
     venture with Charter  Communications,  Inc.  ("Charter")  to Paul G. Allen,
     Charter's Chairman, for $728 million in cash. We used the proceeds from the
     sale to repay a portion  of the  amounts  outstanding  under our  revolving
     credit facilities.

          During  2003,  we settled our  obligations  relating to certain of our
     Exchangeable  Notes by delivering the underlying  shares of common stock to
     the counterparty  upon maturity of the  instruments,  and the equity collar
     agreements related to the underlying shares expired. The transaction, which
     represented a non-cash financing and investing  activity,  had no effect on
     our  statement  of cash flows due to its  non-cash  nature.  As of June 30,
     2003, the securities held by us collateralizing the Exchangeable Notes were
     sufficient to satisfy the debt obligations  associated with the outstanding
     Exchangeable Notes.

          Excluding  the effects of interest rate risk  management  instruments,
     18.5% and 31.8% of our  long-  term  debt,  including  short-term  debt and
     current portion,  as of June 30, 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 Income (Loss), Net" below.

                             _______________________

     Statement of Cash Flows

          Cash and cash  equivalents  increased $543 million as of June 30, 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,  which  amounted to $1.994
     billion for the six months ended June 30,  2003,  is comprised of operating
     income   excluding   depreciation   and   amortization   (see  "Results  of
     Operations"),  the  effects of  interest  payments  and  changes in working
     capital as a result of the timing of receipts and disbursements,  including
     income tax payments.

                                       32


<PAGE>

                      COMCAST CORPORATION AND SUBSIDIARIES
                                    FORM 10-Q
                           QUARTER ENDED JUNE 30, 2003


          Net cash used in financing activities consists primarily of borrowings
     and  repayments of debt.  Net cash used in financing  activities was $2.700
     billion for the six months ended June 30, 2003. During the six months ended
     June 30, 2003, we borrowed $8.848 billion, consisting of:

    o    $3.988 billion of senior notes,

    o    $3.100 billion under revolving credit facilities,

    o    $1.650 billion under a term loan due 2006, and

    o    $110 million under capital leases and other.

     During the six months ended June 30, 2003, we repaid $11.545 billion of our
debt, consisting of:

    o    $3.750 billion of our short-term debt,

    o    $3.200 billion of our revolving credit facilities,

    o    $2.750 billion of our term loans,

    o    $1.800 billion of our senior notes, and

    o    $45 million under capital leases and other.

          Net cash provided by investing  activities  was $1.249 billion for the
     six months ended June 30, 2003,  including  capital  expenditures of $2.041
     billion,  proceeds from the  restructuring  of our TWE investment of $2.100
     billion, and proceeds from sales of investments and assets held for sale of
     $1.492 billion.

                             _______________________

     Results of Operations

          The effects of the Broadband acquisition were to increase our revenues
     and expenses, resulting in increases in our operating income. The increases
     in our  depreciation  expense  from the 2002 to 2003  interim  periods  are
     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  periods 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.



                                       33


<PAGE>

                      COMCAST CORPORATION AND SUBSIDIARIES
                                    FORM 10-Q
                           QUARTER ENDED JUNE 30, 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
                                                                      June 30,          Increase / (Decrease)
                                                                  2003        2002          $           %
                                                                ---------   ---------   ---------   ---------
<S>                                                                <C>         <C>         <C>          <C>   
Revenues.......................................................    $5,685      $2,704      $2,981       110.3%
Cost of goods sold from electronic retailing...................       697         626          71        11.3
Operating, selling, general and administrative expenses........     3,157       1,212       1,945       160.5
Depreciation...................................................       837         342         495       144.7
Amortization...................................................       383          46         337       732.6
                                                                ---------   ---------   ---------   ---------
Operating income...............................................       611         478         133        27.8
                                                                ---------   ---------   ---------   ---------
Interest expense...............................................      (492)       (182)        310       170.3
Investment income (loss), net..................................         9        (459)        468          NM
Equity in net losses of affiliates.............................        (1)        (44)        (43)      (97.7)
Other income...................................................        24           9          15       166.7
Income tax (expense) benefit...................................       (77)         33        (110)         NM
Minority interest..............................................       (96)        (45)         51       113.3
                                                                ---------   ---------   ---------   ---------
Net loss.......................................................      ($22)      ($210)      ($188)      (89.5%)
                                                                =========   =========   =========   =========

                                                                  Six Months Ended
                                                                      June 30,          Increase / (Decrease)
                                                                  2003        2002          $           %
                                                                ---------   ---------   ---------   ---------
Revenues.......................................................   $11,203      $5,371      $5,832       108.6%
Cost of goods sold from electronic retailing...................     1,370       1,255         115         9.2
Operating, selling, general and administrative expenses........     6,364       2,442       3,922       160.6
Depreciation...................................................     1,636         676         960       142.0
Amortization...................................................       749          99         650       656.6
                                                                ---------   ---------   ---------   ---------
Operating income...............................................     1,084         899         185        20.6
                                                                ---------   ---------   ---------   ---------
Interest expense...............................................    (1,017)       (369)        648       175.6
Investment loss, net...........................................      (221)       (707)       (486)      (68.7)
Equity in net losses of affiliates.............................       (21)        (49)        (28)      (57.1)
Other income (expense).........................................        42         (14)         56          NM
Income tax (expense) benefit...................................        (9)         30         (39)         NM
Minority interest..............................................      (177)        (89)         88        98.9
                                                                ---------   ---------   ---------   ---------
Net loss.......................................................     ($319)      ($299)        $20         6.7%
                                                                =========   =========   =========   =========
</TABLE>


Consolidated Operating Results

          Revenues

          The increases in  consolidated  revenues for the interim  periods from
     2002 to 2003 are primarily attributable to increases in service revenues in
     our  Cable  segment  principally  due  to  the  effects  of  the  Broadband
     acquisition  and,  to a lesser  extent,  to  increases  in net sales in our
     Commerce segment (see "Operating  Results by Business Segment" below).  The
     remaining  increases are primarily the result of increases in revenues from
     our content  operations,  principally due to increases in distribution  and
     advertising revenues 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 increases in cost of goods sold from
     electronic retailing.

          Operating, selling, general and administrative expenses

          The increases in consolidated operating, selling, general

                                       34


<PAGE>

                      COMCAST CORPORATION AND SUBSIDIARIES
                                    FORM 10-Q
                           QUARTER ENDED JUNE 30, 2003


     and  administrative  expenses for the interim periods from 2002 to 2003 are
     primarily  attributable  to  increases  in  expenses  in our Cable  segment
     principally  due to the  effects of the  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,  and
     also due to increases in  corporate  overhead as a result of the  Broadband
     acquisition.

          Depreciation and Amortization

          The increases in depreciation and amortization expense for the interim
     periods from 2002 to 2003 are primarily  attributable  to our Cable segment
     and are  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 periods and the  pre-Broadband
     acquisition   2002  interim  periods.   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.



                                       35



<PAGE>

                      COMCAST CORPORATION AND SUBSIDIARIES
                                    FORM 10-Q
                           QUARTER ENDED JUNE 30, 2003


          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
                                                                       June 30,            Increase/(Decrease)
                                                                   2003        2002           $           %
                                                                 ---------   ---------    ---------    --------
<S>                                                                 <C>         <C>            <C>          <C> 
Video........................................................       $3,037      $2,888         $149         5.1%
High-speed Internet..........................................          548         349          199        56.6
Phone........................................................          205         208           (3)       (1.9)
Advertising sales............................................          285         264           21         8.3
Other........................................................          153         161           (8)       (5.0)
Franchise fees...............................................          151         139           12         8.7
                                                                 ---------   ---------    ---------    --------
     Revenues................................................        4,379       4,009          370         9.2
Operating, selling, general and administrative expenses......        2,782       2,832          (50)       (1.8)
                                                                 ---------   ---------    ---------    --------
Operating income before depreciation
     and amortization (a)....................................       $1,597      $1,177         $420        35.7%
                                                                 =========   =========    =========    =========
                                                                 


                                                                   Six Months Ended
                                                                       June 30,            Increase/(Decrease)
                                                                   2003        2002           $           %
                                                                 ---------   ---------    ---------    --------
Video........................................................       $6,018      $5,715         $303         5.3%
High-speed Internet..........................................        1,040         661          379        57.3
Phone........................................................          430         383           47        12.0
Advertising sales............................................          521         481           40         8.3
Other........................................................          299         326          (27)       (8.3)
Franchise fees...............................................          302         287           15         5.2
                                                                 ---------   ---------    ---------    --------
     Revenues................................................        8,610       7,853          757         9.6
Operating, selling, general and administrative expenses......        5,592       5,630          (38)       (0.7)
                                                                 ---------   ---------    ---------    --------
Operating income before depreciation
     and amortization (a)....................................       $3,018      $2,223         $795        35.8%
                                                                 =========   =========    =========    =========
</TABLE>


____________

(a)   Operating  income  before  depreciation  and  amortization  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.   Our
      management  and Board of  Directors  use this  measure in  evaluating  our
      consolidated operating performance and the operating performance of all of
      our  operating  segments.  This metric is used to allocate  resources  and
      capital to our operating  segments and is a  significant  component of our
      annual incentive  compensation  programs.  We believe that this measure is
      also  useful to  investors  as it is one of the bases  for  comparing  our
      operating performance with other companies in our industries, although our
      measure may not be directly  comparable to similar  measures used by other
      companies.  Because  we use this  measure 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.   This  measure  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.

          Video  revenue  consists  of  our  basic,   expanded  basic,  premium,
     pay-per-view,  equipment and digital cable services. The increases in video
     revenue for the interim  periods from 2002 to 2003 are primarily due to the
     effects of increases in average monthly  revenue per basic  subscriber as a
     result of rate increases in our traditional analog video service and growth
     in digital  subscribers.  These increases were offset by lower pay-per-view
     revenue due to the absence of major boxing events in the second  quarter of
     2003 and the continuing  impact of pre- 


                                       36


<PAGE>

     acquisition  basic  subscriber  losses in the newly acquired cable systems.
     From  June 30,  2002 to June 30,  2003,  we added  approximately  1,127,000
     digital subscribers, or a 19.4% increase in digital subscribers.

          The increases in high-speed  Internet  revenue for the interim periods
     from  2002 to 2003  are  primarily  due to the  addition  of  approximately
     1,474,000  high-speed  Internet  subscribers from June 30, 2002 to June 30,
     2003, or a 50.6% increase in high-speed Internet subscribers, as well as to
     the effects of increases in average  monthly  revenue per  subscriber  as a
     result of rate increases.

          The decrease in phone revenue for the three-month  interim period from
     2002 to 2003 is primarily due to our reduced marketing efforts during 2003.
     The increase in phone revenue for the six-month interim period from 2002 to
     2003 is  primarily  due to an increase  in the number of phone  subscribers
     during 2002 offset, to some extent, by the effects of our reduced marketing
     efforts during 2003. During the three months ended June 30, 2003, our phone
     subscribers  decreased by approximately  52,000 subscribers  primarily as a
     result of our  reduced  marketing  efforts.  We  anticipate  that our phone
     subscribers  may  decrease  by  up  to a  total  of  approximately  150,000
     subscribers for all of 2003.

          The increases in  advertising  sales  revenue for the interim  periods
     from  2002  to  2003  are  primarily  due  to  the  effects  of  growth  in
     regional/national  advertising as a result of the continuing success of our
     regional interconnects, and growth in a soft local advertising market.

          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 increases in franchise fees  collected from our cable  subscribers
     for the interim periods from 2002 to 2003 are primarily attributable to the
     increase in our revenues upon which the fees apply.

          The  decreases  in  operating,  selling,  general  and  administrative
     expense for the interim  periods from 2002 to 2003 are primarily due to the
     effects of  approximately  $100 million and $188 million of acquisition and
     employee  termination  related costs recorded by Broadband during the three
     and six months ended June 30,  2002,  offset by 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.



                                       37

<PAGE>


<TABLE>
<CAPTION>

                                       COMCAST CORPORATION AND SUBSIDIARIES
                                                    FORM 10-Q
                                           QUARTER ENDED JUNE 30, 2003


     Historical Results

                                                                  Three Months Ended
                                                                       June 30,                 Increase
                                                                   2003        2002           $           %
                                                                 ---------   ---------    ---------    --------
<S>                                                                 <C>         <C>          <C>          <C>   
Video........................................................       $3,037      $1,186       $1,851       156.1%
High-speed Internet..........................................          548         140          408       291.4
Phone........................................................          205           6          199          NM
Advertising sales............................................          285         100          185       185.0
Other........................................................          153          58           95       163.8
Franchise fees...............................................          151          51          100       196.1
                                                                 ---------   ---------    ---------    --------
     Revenues................................................        4,379       1,541        2,838       184.2
Operating, selling, general and administrative expenses......        2,782         887        1,895       213.6
                                                                 ---------   ---------    ---------    --------
Operating income before depreciation
     and amortization (a)....................................       $1,597        $654         $943       144.2%
                                                                 =========   =========    =========    =========


                                                                   Six Months Ended
                                                                       June 30,                 Increase
                                                                   2003        2002           $           %
                                                                 ---------   ---------    ---------    --------
Video........................................................       $6,018      $2,336       $3,682       157.6%
High-speed Internet..........................................        1,040         259          781       301.5
Phone........................................................          430          12          418          NM
Advertising sales............................................          521         181          340       187.8
Other........................................................          300         120          180       150.0
Franchise fees...............................................          302         102          200       196.1
                                                                 ---------   ---------    ---------    --------
     Revenues................................................        8,611       3,010        5,601       186.1
Operating, selling, general and administrative expenses......        5,593       1,759        3,834       218.0
                                                                 ---------   ---------    ---------    --------
Operating income before depreciation
     and amortization (a)....................................       $3,018      $1,251       $1,767       141.2%
                                                                 =========   =========    =========    =========

</TABLE>


_______________
(a) See footnote (a) on page 36.

          Of the $1.851 billion and $3.682  billion  increases in video revenues
     for the  interim  periods  from 2002 to 2003,  $1.780  billion  and  $3.532
     billion, respectively, is attributable to the effects of our acquisition of
     Broadband  and $71  million  and $150  million,  respectively,  relates  to
     changes in rates and subscriber growth in our historical operations, driven
     principally  by growth in digital  subscribers.  From June 30, 2002 to June
     30,  2003,  we  added  approximately  435,000  digital  subscribers  in our
     historical operations,  or a 22.0% increase in digital subscribers.  During
     the  three and six  months  ended  June 30,  2003,  we added  approximately
     162,000 and 331,000 digital subscribers,  respectively, in our consolidated
     cable operations.

          The increases in high-speed  Internet  revenue for the interim periods
     from  2002  to 2003  are  primarily  due to the  effects  of the  Broadband
     acquisition and growth in high-speed  Internet  subscribers.  From June 30,
     2002 to June 30, 2003, we added approximately  713,000 high- speed Internet
     subscribers in our historical operations, or a 61.0% increase in high-speed
     Internet subscribers.  During the three and six months ended June 30, 2003,
     we added approximately 351,000 and 768,000 high-speed Internet subscribers,
     respectively, in our consolidated cable operations.

          The increases in phone revenue are  attributable to the effects of our
     acquisition of Broadband.

          The increases in  advertising  sales  revenue for the interim  periods
     from  2002  to 2003  are  primarily  due to the  effects  of the  Broadband
     acquisition,  as well as to the  effects  of  growth  in  regional/national
     advertising  as  a  result  of  the  continuing  success  of  our  regional
     interconnects, and growth in a soft local advertising market.

          The  increases in other  revenue for the interim  periods from 2002 to
     2003  are   primarily   attributable   to  the  effects  of  the  Broadband
     acquisition.

          The increases in franchise fees collected from our

                                       38


<PAGE>

                      COMCAST CORPORATION AND SUBSIDIARIES
                                    FORM 10-Q
                           QUARTER ENDED JUNE 30, 2003


     cable  subscribers  for the interim periods from 2002 to 2003 are primarily
     attributable to the increases in our revenues upon which the fees apply.

          The  increases  in  operating,  selling,  general  and  administrative
     expense for the interim  periods from 2002 to 2003 are 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.  


Commerce (QVC, Inc. and Subsidiaries)

<TABLE>
<CAPTION>
                                                                  Three Months Ended
                                                                       June 30,                 Increase
                                                                   2003        2002           $           %
                                                                 ---------   ---------    ---------    --------
<S>                                                                 <C>           <C>          <C>         <C>  
Net sales from electronic retailing..........................       $1,101        $990         $111        11.3%
Cost of goods sold from electronic retailing.................          697         626           71        11.3
Operating, selling, general and administrative
     expenses................................................          185         170           15         8.8
                                                                 ---------   ---------    ---------    --------
Operating income before depreciation
     and amortization (a)....................................         $219        $194          $25        13.2%
                                                                 =========   =========    =========    ========
Gross margin.................................................         36.7%       36.7%
                                                                 =========   =========


                                                                   Six Months Ended
                                                                       June 30,                 Increase
                                                                   2003        2002           $           %
                                                                 ---------   ---------    ---------    --------
Net sales from electronic retailing..........................       $2,163      $1,978         $185         9.4%
Cost of goods sold from electronic retailing.................        1,370       1,255          115         9.2
Operating, selling, general and administrative
     expenses................................................          363         337           26         7.7
                                                                 ---------   ---------    ---------    --------
Operating income before depreciation
     and amortization (a)....................................         $430        $386          $44        11.5%
                                                                 =========   =========    =========    ========
Gross margin.................................................         36.7%       36.5%
                                                                 =========   =========

_______________
(a) See footnote (a) on page 36.
</TABLE>


          Of the $111  million  and $185  million  increases  in net sales  from
     electronic retailing for the interim periods from 2002 to 2003, $93 million
     and $167 million,  respectively, are 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.
     The  remaining  increases  in  net  sales  from  electronic  retailing  are
     attributable  to growth in QVC's U.S.  operations.  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 periods are as follows:


<TABLE>
<CAPTION>
                                                                  Three Months          Six Months
                                                                      Ended                Ended
                                                                  June 30, 2003        June 30, 2003
                                                                -----------------     ---------------
<S>                                                                    <C>                <C> 
Increase in average number of homes..........................          2.4%               2.7%
                                                                                   
Increase (decrease) in net sales per home....................          0.4%              (1.1%)
</TABLE>



                                                                               

          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 domestic 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.


                                       39


<PAGE>

                      COMCAST CORPORATION AND SUBSIDIARIES
                                    FORM 10-Q
                           QUARTER ENDED JUNE 30, 2003


          The  increases  in cost of goods  sold are  primarily  related  to the
     growth in net sales. The increase in gross margin for the six month interim
     period from 2002 to 2003 is primarily due to the effects of shifts in sales
     mix.

          The  increases  in  operating,  selling,  general  and  administrative
     expenses are primarily  attributable to higher variable costs and personnel
     costs     associated     with    the    increases    in    sales    volume.

     Consolidated Analysis

          Interest Expense

          The increases in interest expense for the interim periods from 2002 to
     2003 are 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 Income (Loss), Net

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


<TABLE>
<CAPTION>

                                                                  Three Months Ended      Six Months Ended
                                                                       June 30,               June 30,
                                                                  2003         2002       2003       2002
                                                                ---------    ---------  ---------  ---------

<S>                                                                   <C>          <C>        <C>        <C>
Interest and dividend income...................................       $49          $11        $82        $18
Gains (losses) on sales and exchanges of investments, net......                   (103)        22       (101)
Investment impairment losses...................................       (15)        (208)       (70)      (221)
Unrealized gains (losses) on trading securities................       307         (420)       292     (1,440)
Mark to market adjustments on derivatives
     related to trading securities.............................      (294)         324       (305)     1,171
Mark to market adjustments on derivatives and hedged items.....       (38)         (63)      (242)      (134)
                                                                ---------    ---------  ---------  ---------

     Investment income (loss), net.............................        $9        ($459)     ($221)     ($707)
                                                                =========    =========  =========  =========
</TABLE>



          Investment income (loss), net during the 2003 interim periods includes
     fair  value  adjustments  for  the  derivative  component  of  the  Comcast
     Exchangeable  Notes. There is no corresponding  offset to these adjustments
     in our statement of operations  since the  underlying  Comcast common stock
     held in treasury will continue to be carried at our historical cost and not
     adjusted  for changes in fair  value.  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.

          Equity in Net Losses of Affiliates

          The  decreases in equity in net losses of  affiliates  for the interim
     periods from 2002 to 2003 are  primarily  attributable  to decreases in the
     net losses of certain of our international equity method investees.

          Other Income (Expense)

          The changes in other  income  (expense)  for the interim  periods from
     2002 to 2003 are primarily  attributable  to lease rental income related to
     certain assets acquired in connection with the Broadband acquisition.

          Income Tax (Expense) Benefit

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

          Minority Interest

          The increases in minority  interest for the interim  periods from 2002
     to 2003 are  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.

                                       40


<PAGE>

                      COMCAST CORPORATION AND SUBSIDIARIES
                                    FORM 10-Q
                           QUARTER ENDED JUNE 30, 2003



I
TEM 4.     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-15(e)  or
     15d-15(e)) as of the end of the period  covered by this  quarterly  report,
     have  concluded,  based on the  evaluation of these controls and procedures
     required by paragraph (b) of Exchange Act Rules 13a-15 or 15d-15,  that 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.

     Changes in internal control over financial reporting. There were no changes
     in our internal control over financial  reporting  identified in connection
     with the evaluation  required by paragraph (d) of Exchange Act Rules 13a-15
     or 15d-15 that occurred during our last fiscal quarter that have materially
     affected,  or is  reasonably  likely to  materially  affect,  our  internal
     control over financial reporting.


PART  II.   OTHER INFORMATION
--------    -----------------


ITEM  1.    LEGAL PROCEEDINGS

     Refer to Note 10 to our condensed  financial  statements included in Item 1
     for a discussion of recent developments related to our legal proceedings.



                                       41


<PAGE>

                      COMCAST CORPORATION AND SUBSIDIARIES
                                    FORM 10-Q
                           QUARTER ENDED JUNE 30, 2003



ITEM  4.    SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS

     At the  Annual  Meeting  on May 7,  2003,  the  shareholders  approved  the
     following proposals:

     To  ratify  the  appointment  of  Deloitte  & Touche  LLP as the  Company's
     independent auditors for the 2003 fiscal year.

<TABLE>
<CAPTION>



                    Class of Stock                  For                   Against               Abstain
                    -------------                   ---                   -------              ---------
<S>                                              <C>                     <C>                   <C>      
                       Class A                   222,875,542             6,887,126             3,007,862
                       Class B                   141,665,625

     To approve the 2003 Stock Option Plan.


                    Class of Stock                  For                   Against               Abstain
                    -------------                   ---                   -------              ---------
                       Class A                   147,846,481             42,626,229            2,782,001
                       Class B                   141,665,625

     To approve the amended and restated 2002 Restricted Stock Plan.


                    Class of Stock                  For                   Against               Abstain
                    -------------                   ---                   -------              ---------
                       Class A                   165,885,062             23,680,216            3,689,432
                       Class B                   141,665,625

     To approve the amended and restated 2002 Employee Stock Purchase Plan.


                    Class of Stock                  For                   Against               Abstain
                    -------------                   ---                   -------              ---------
                       Class A                   223,890,208             5,887,583             2,992,688
                       Class B                   141,665,625

     To approve the 2002 Supplemental Cash Bonus Plan.


                    Class of Stock                  For                   Against               Abstain
                    -------------                   ---                   -------              ---------
                       Class A                   215,138,532             14,389,016            3,242,983
                       Class B                   141,665,625

     To approve the amended and restated 2002 Non-Employee Director Compensation
Plan (Stock Program).


                    Class of Stock                  For                   Against               Abstain
                    -------------                   ---                   -------              ---------
                       Class A                   216,197,458             13,227,317            3,345,756
                       Class B                   141,665,625

     To approve an amendment to the Company's Amended and Restated Articles of
Incorporation.


                    Class of Stock                  For                   Against               Abstain
                    -------------                   ---                   -------              ---------
                       Class A                   220,235,565             8,867,163             3,667,804
                       Class B                   141,665,625


ITEM 5.     OTHER INFORMATION

     The information under this Item is being provided as required by Item 11 of
     Form 8-K.  Participants  in the Comcast  Corporation  Retirement-Investment
     Plan, the Company's  401(k) plan,  were subject to a "blackout  notice," as
     defined  in  Regulation  BTR,  as a result  of the  transition  of the plan
     administrator from Putnam Investments to Fidelity Investments. The blackout
     period commenced on June 16, 2003 and ended on July 7, 2003.

</TABLE>


                                       42


<PAGE>

                      COMCAST CORPORATION AND SUBSIDIARIES
                                    FORM 10-Q
                           QUARTER ENDED JUNE 30, 2003


     During the blackout period, the ability of participants in the plan to make
     certain  changes and elections  with regard to their assets and  investment
     options under the plan was  suspended.  From June 16, 2003 through June 24,
     2003, the ability of all  participants to receive in-kind  distributions of
     Company  stock from their plan accounts was  suspended.  From June 24, 2003
     through July 7, 2003, the ability of all participants in the plan to enroll
     in the plan and to  purchase,  sell or  otherwise  acquire or  transfer  an
     interest  in plan  assets,  to make  changes in  investment  options and to
     initiate  distributions  and  loans  was  suspended.  The  ability  of  the
     Company's  directors and executive officers to purchase,  sell or otherwise
     transfer any equity securities of the Company (or derivative  securities of
     those  equity  securities)  acquired  in  connection  with  service  to  or
     employment  with the Company was also  suspended from June 16, 2003 through
     July 7, 2003. All of the Company's  equity  securities  were subject to the
     blackout period.

     The person  designated  by the  Company to respond to  inquiries  about the
     blackout  period was Elizabeth  Weber at Comcast  Corporation,  1500 Market
     Street, Philadelphia, PA 19102-2148; telephone (215) 665-1700.


ITEM 6.     EXHIBITS AND REPORTS ON FORM 8-K

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

      31    Certifications  of Chief  Executive  Officer and Co-Chief  Financial
            Officers pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.

      32    Certification  of Chief  Executive  Officer and  Co-Chief  Financial
            Officers pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

     (b) Reports on Form 8-K:

      (i)   We filed a Current  Report on Form 8-K under Items 7(c) and 9 on May
            9, 2003  announcing  our results of operations for the quarter ended
            March 31, 2003.




                                       43


<PAGE>

                      COMCAST CORPORATION AND SUBSIDIARIES
                                    FORM 10-Q
                           QUARTER ENDED JUNE 30, 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: August 1, 2003






                                       44





                                                                      Exhibit 31

                                 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 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
     report;

3.   Based on my  knowledge,  the  financial  statements,  and  other  financial
     information  included  in  this  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 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-15(e) and 15d-15(e)) for the registrant and have:

     a)   designed  such  disclosure  controls  and  procedures,  or caused such
          disclosure   controls  and   procedures  to  be  designed   under  our
          supervision,  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 report is being prepared;

     b)   [Paragraph omitted pursuant to SEC Release Nos. 33-8238 and 34-47986.]

     c)   evaluated the  effectiveness of the registrant's  disclosure  controls
          and procedures and presented in this report our conclusions  about the
          effectiveness of the disclosure controls and procedures, as of the end
          of the period covered by this report based on such evaluation; and

     d)   disclosed  in this  report  any  change in the  registrant's  internal
          control over financial reporting that occurred during the registrant's
          most recent fiscal quarter (the registrant's  fourth fiscal quarter in
          the case of an annual  report)  that has  materially  affected,  or is
          reasonably  likely to materially  affect,  the  registrant's  internal
          control over financial reporting; and

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

     a)   all significant  deficiencies and material weaknesses in the design or
          operation  of internal  control  over  financial  reporting  which are
          reasonably  likely to  adversely  affect the  registrant's  ability to
          record, process, summarize and report financial information; and

     b)   any fraud, whether or not material,  that involves management or other
          employees who have a  significant  role in the  registrant's  internal
          control over financial reporting.

Date: August 1, 2003



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




<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 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
     report;

3.   Based on my  knowledge,  the  financial  statements,  and  other  financial
     information  included  in  this  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 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-15(e) and 15d-15(e)) for the registrant and have:

     a)   designed  such  disclosure  controls  and  procedures,  or caused such
          disclosure   controls  and   procedures  to  be  designed   under  our
          supervision,  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 report is being prepared;

     b)   [Paragraph omitted pursuant to SEC Release Nos. 33-8238 and 34-47986.]

     c)   evaluated the  effectiveness of the registrant's  disclosure  controls
          and procedures and presented in this report our conclusions  about the
          effectiveness of the disclosure controls and procedures, as of the end
          of the period covered by this report based on such evaluation; and

     d)   disclosed  in this  report  any  change in the  registrant's  internal
          control over financial reporting that occurred during the registrant's
          most recent fiscal quarter (the registrant's  fourth fiscal quarter in
          the case of an annual  report)  that has  materially  affected,  or is
          reasonably  likely to materially  affect,  the  registrant's  internal
          control over financial reporting; and

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

     a)   all significant  deficiencies and material weaknesses in the design or
          operation  of internal  control  over  financial  reporting  which are
          reasonably  likely to  adversely  affect the  registrant's  ability to
          record, process, summarize and report financial information; and

     b)   any fraud, whether or not material,  that involves management or other
          employees who have a  significant  role in the  registrant's  internal
          control over financial reporting.

Date: August 1, 2003



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




<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 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
     report;

3.   Based on my  knowledge,  the  financial  statements,  and  other  financial
     information  included  in  this  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 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-15(e) and 15d-15(e)) for the registrant and have:

     a)   designed  such  disclosure  controls  and  procedures,  or caused such
          disclosure   controls  and   procedures  to  be  designed   under  our
          supervision,  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 report is being prepared;

     b)   [Paragraph omitted pursuant to SEC Release Nos. 33-8238 and 34-47986.]

     c)   evaluated the  effectiveness of the registrant's  disclosure  controls
          and procedures and presented in this report our conclusions  about the
          effectiveness of the disclosure controls and procedures, as of the end
          of the period covered by this report based on such evaluation; and

     d)   disclosed  in this  report  any  change in the  registrant's  internal
          control over financial reporting that occurred during the registrant's
          most recent fiscal quarter (the registrant's  fourth fiscal quarter in
          the case of an annual  report)  that has  materially  affected,  or is
          reasonably  likely to materially  affect,  the  registrant's  internal
          control over financial reporting; and

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

     a)   all significant  deficiencies and material weaknesses in the design or
          operation  of internal  control  over  financial  reporting  which are
          reasonably  likely to  adversely  affect the  registrant's  ability to
          record, process, summarize and report financial information; and

     b)   any fraud, whether or not material,  that involves management or other
          employees who have a  significant  role in the  registrant's  internal
          control over financial reporting.

Date: August 1, 2003



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



<PAGE>




                                                                      Exhibit 32





         Certification Pursuant to Section 906 of the Sarbanes-Oxley Act

                                                                  August 1, 2003

Securities and Exchange Commission
450 Fifth Street, N.W.
Washington, D.C. 20549

Ladies and Gentlemen:

The certification set forth below is being submitted in connection with the
quarterly report on Form 10-Q of Comcast Corporation (the "Report") for the
purpose of complying with Rule 13a-14(b) or Rule 15d-14(b) of the Securities
Exchange Act of 1934 (the "Exchange Act") and Section 1350 of Chapter 63 of
Title 18 of the United States Code.

Brian L. Roberts, the Chief Executive Officer, Lawrence S. Smith, the Co-Chief
Financial Officer and John R. Alchin, the Co-Chief Financial Officer of Comcast
Corporation, each certifies that, to the best of his knowledge:

          1.   the Report fully complies with the  requirements of Section 13(a)
               or 15(d) of the Exchange Act; and

          2.   the information  contained in the Report fairly presents,  in all
               material  respects,   the  financial  condition  and  results  of
               operations of Comcast Corporation.



                            /s/ BRIAN L. ROBERTS                         
                            --------------------------------------
                            Name: Brian L. Roberts
                            Chief Executive Officer
                            
                            /s/ LAWRENCE S. SMITH
                            --------------------------------------
                            Name: Lawrence S. Smith
                            Co-Chief Financial Officer
                            
                            /s/ JOHN R. ALCHIN
                            --------------------------------------
                            Name: John R. Alchin
                            Co-Chief Financial Officer