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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:

                               SEPTEMBER 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 September  30,  2003,  there were  1,356,652,544  shares of Class A Common
Stock,  884,835,241  shares of Class A Special Common Stock and 9,444,375 shares
of Class B Common Stock outstanding.




<PAGE>

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


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

PART I.    FINANCIAL INFORMATION


           ITEM 1.    Financial Statements

                      Condensed Consolidated Balance Sheet as of September 30, 2003
                      and December 31, 2002 (Unaudited)......................................................3

                      Condensed Consolidated Statement of Operations for the Three and Nine Months
                      Ended September 30, 2003 and 2002 (Unaudited)..........................................4

                      Condensed Consolidated Statement of Cash Flows for the Nine Months
                      Ended September 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.............................................................34


           ITEM 4.    Controls and Procedures...............................................................43


PART II.   OTHER INFORMATION


           ITEM 1.    Legal Proceedings.....................................................................43


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

           SIGNATURES.......................................................................................45
                                          ___________________________________
</TABLE>


     This  Quarterly  Report on Form 10-Q is for the three and nine months ended
September 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 maintaining  relationships  with  employees,  subscribers,
     suppliers or franchising authorities.

     As more fully described elsewhere in this Quarterly





<PAGE>

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,  on September
17, 2003 we sold our  approximate  57%  interest in QVC,  Inc.,  our  electronic
retailing subsidiary, to Liberty Media Corporation. The results of QVC have been
reported  as   discontinued   operations  for  all  periods   presented  in  the
accompanying condensed consolidated financial statements.

     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>

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


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

ITEM 1.                    FINANCIAL STATEMENTS

                                       CONDENSED CONSOLIDATED BALANCE SHEET
                                                    (Unaudited)


<TABLE>
<CAPTION>
                                                                           (Dollars in millions, except share data)
                                                                                  September 30,    December 31,
                                                                                      2003            2002
                                                                                  ------------     -----------
<S>                                                                                     <C>               <C> 
ASSETS
------
CURRENT ASSETS
   Cash and cash equivalents..................................................          $3,245            $505
   Investments................................................................           2,982           3,258
   Accounts receivable, less allowance for doubtful accounts of $166 and $172.             850             862
   Other current assets.......................................................             537             380
   Current assets of discontinued operations..................................                           1,481
   Current assets held for sale...............................................                             613
                                                                                  ------------     -----------
       Total current assets...................................................           7,614           7,099
                                                                                  ------------     -----------
INVESTMENTS...................................................................          15,463          15,174
PROPERTY AND EQUIPMENT, net of accumulated depreciation of $5,890 and $3,855..          18,194          18,381
FRANCHISE RIGHTS..............................................................          46,023          48,222
GOODWILL......................................................................          17,563          16,562
OTHER INTANGIBLE ASSETS, net of accumulated amortization of $2,008 and $735...           4,216           5,429
OTHER NONCURRENT ASSETS, net..................................................             743             666
NONCURRENT ASSETS OF DISCONTINUED OPERATIONS..................................                           1,595
                                                                                  ------------     -----------
                                                                                      $109,816        $113,128
                                                                                  ============     ===========
LIABILITIES AND STOCKHOLDERS' EQUITY
------------------------------------
CURRENT LIABILITIES
   Accounts payable...........................................................          $1,188          $1,296
   Accrued expenses and other current liabilities.............................           5,352           5,236
   Deferred income taxes......................................................             510           1,105
   Short-term debt............................................................                           3,750
   Current portion of long-term debt..........................................           3,065           3,203
   Current liabilities of discontinued operations.............................                             816
                                                                                  ------------     -----------
       Total current liabilities..............................................          10,115          15,406
                                                                                  ------------     -----------
LONG-TERM DEBT, less current portion..........................................          27,316          27,956
                                                                                  ------------     -----------
DEFERRED INCOME TAXES.........................................................          24,654          23,104
                                                                                  ------------     -----------
OTHER NONCURRENT LIABILITIES..................................................           6,214           7,161
                                                                                  ------------     -----------
MINORITY INTEREST.............................................................             279             249
                                                                                  ------------     -----------
NONCURRENT LIABILITIES AND MINORITY INTEREST OF
   DISCONTINUED OPERATIONS....................................................                             923
                                                                                  ------------     -----------
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, 1,600,293,044 and 1,599,014,148;
     outstanding, 1,356,652,544 and 1,355,373,648.............................              16              16
   Class A special common stock, $0.01 par value - authorized,
     7,500,000,000 shares; issued 932,125,084 and 930,633,433;
     outstanding, 884,835,241 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.........................................................          44,709          44,620
   Retained earnings..........................................................           4,181           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.......................................            (160)           (139)
                                                                                  ------------     -----------
       Total stockholders' equity.............................................          41,238          38,329
                                                                                  ------------     -----------
                                                                                      $109,816        $113,128
                                                                                  ============     ===========

See notes to condensed consolidated financial statements.

                                                         3

</TABLE>





<PAGE>

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




<TABLE>
<CAPTION>
                                                                            (Dollars in millions, except per share data)
                                                                             Three Months Ended    Nine Months Ended
                                                                               September 30,         September 30,
                                                                              2003       2002       2003       2002
                                                                            ---------  ---------  ---------  ---------

<S>                                                                            <C>        <C>       <C>         <C>   
SERVICE REVENUES...........................................................    $4,546     $1,698    $13,606     $5,102

COSTS AND EXPENSES
    Operating (excluding depreciation).....................................     1,703        597      5,267      1,831
    Selling, general and administrative....................................     1,211        459      3,667      1,340
    Depreciation...........................................................       774        321      2,370        957
    Amortization...........................................................       365         50      1,090        134
                                                                            ---------  ---------  ---------  ---------
                                                                                4,053      1,427     12,394      4,262
                                                                            ---------  ---------  ---------  ---------
OPERATING INCOME...........................................................       493        271      1,212        840
OTHER INCOME (EXPENSE)
    Interest expense.......................................................      (565)      (172)    (1,579)      (535)
    Investment loss, net...................................................      (182)       (47)      (418)      (702)
    Equity in net losses of affiliates.....................................       (16)        (9)       (33)       (55)
    Other income (expense).................................................        28          5         71        (12)
                                                                            ---------  ---------  ---------  ---------
                                                                                 (735)      (223)    (1,959)    (1,304)
                                                                            ---------  ---------  ---------  ---------

INCOME (LOSS) FROM CONTINUING OPERATIONS BEFORE INCOME TAXES AND
    MINORITY INTEREST......................................................      (242)        48       (747)      (464)
INCOME TAX (EXPENSE) BENEFIT...............................................       103        (27)       231        123
                                                                            ---------  ---------  ---------  ---------

INCOME (LOSS) FROM CONTINUING OPERATIONS  BEFORE MINORITY INTEREST.........      (139)        21       (516)      (341)
MINORITY INTEREST..........................................................       (14)         3        (85)       (23)
                                                                            ---------  ---------  ---------  ---------
INCOME (LOSS) FROM CONTINUING OPERATIONS...................................      (153)        24       (601)      (364)
INCOME FROM DISCONTINUED OPERATIONS, net of tax............................        39         52        168        141
GAIN ON DISCONTINUED OPERATIONS, net of tax................................     3,290                 3,290
                                                                            ---------  ---------  ---------  ---------
NET INCOME (LOSS)..........................................................    $3,176        $76     $2,857      ($223)
                                                                            =========  =========  =========  =========

BASIC EARNINGS (LOSS) FOR COMMON STOCKHOLDERS PER COMMON SHARE
    Income (loss) from continuing operations...............................    ($0.07)     $0.03     ($0.27)    ($0.38)
    Income from discontinued operations....................................      0.02       0.05       0.08       0.15
    Gain on discontinued operations........................................      1.46                  1.46
                                                                            ---------  ---------  ---------  ---------
    Net income (loss)......................................................     $1.41      $0.08      $1.27     ($0.23)
                                                                            =========  =========  =========  =========

DILUTED EARNINGS (LOSS) FOR COMMON STOCKHOLDERS PER COMMON SHARE
    Income (loss) from continuing operations...............................    ($0.07)     $0.03     ($0.27)    ($0.38)
    Income from discontinued operations....................................      0.02       0.05       0.08       0.15
    Gain on discontinued operations........................................      1.46                  1.46
                                                                            ---------  ---------  ---------  ---------
    Net income (loss)......................................................     $1.41      $0.08      $1.27     ($0.23)
                                                                            =========  =========  =========  =========
</TABLE>



See notes to condensed consolidated financial statements.

                                                         4





<PAGE>

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



<TABLE>
<CAPTION>
                                                                                           (Dollars in millions)
                                                                                      Nine Months Ended September 30,
                                                                                           2003            2002
                                                                                        -----------     ----------
OPERATING ACTIVITIES
<S>                                                                                          <C>             <C>   
   Net income (loss)..................................................................       $2,857          ($223)
   Income from discontinued operations................................................         (168)          (141)
   Gain on discontinued operations....................................................       (3,290)
                                                                                        -----------     ----------
   Loss from continuing operations....................................................         (601)          (364)

   Adjustments  to reconcile  net loss from  continuing  operations  to net cash
     provided by operating activities from continuing operations:
     Depreciation.....................................................................        2,370            957
     Amortization.....................................................................        1,090            134
     Non-cash interest (income) expense, net..........................................          (85)            32
     Equity in net losses of affiliates...............................................           33             55
     Losses (gains) on investments and other (income) expense, net....................          423            733
     Minority interest................................................................           34             23
     Deferred income taxes............................................................         (289)           (60)
     Proceeds from sales of trading securities........................................           85
     Other............................................................................          105            (56)
                                                                                        -----------     ----------
                                                                                              3,165          1,454
     Changes in working capital, net of effects of acquisitions and divestitures:
       Decrease in accounts receivable, net...........................................           12             11
       Increase in other current assets...............................................         (157)            (5)
       (Decrease) increase in accounts payable, accrued expenses and 
          other current liabilities...................................................         (501)           183
                                                                                        -----------     ----------
                                                                                               (646)           189

           Net cash provided by operating activities from continuing operations.......        2,519          1,643
                                                                                        -----------     ----------
FINANCING ACTIVITIES
   Proceeds from borrowings...........................................................        9,377            876
   Retirements and repayments of debt.................................................      (13,675)        (1,801)
   Other..............................................................................           (3)            70
                                                                                        -----------     ----------
           Net cash used in financing activities from continuing operations...........       (4,301)          (855)
                                                                                        -----------     ----------
INVESTING ACTIVITIES
   Acquisitions, net of cash acquired.................................................          (39)           (16)
   Proceeds from sales of (purchases of) short-term investments, net..................           (8)             4
   Proceeds from restructuring of TWE investment......................................        2,100
   Proceeds from sales of discontinued operations and assets held for sale............        1,875
   Proceeds from sales of Liberty Notes...............................................        3,000
   Proceeds from sales of investments.................................................          977            734
   Purchases of investments...........................................................         (151)           (48)
   Capital expenditures...............................................................       (3,093)        (1,035)
   Additions to intangible and other noncurrent assets................................         (139)          (231)
                                                                                        -----------     ----------
           Net cash provided by (used in) investing activities from 
               continuing operations..................................................        4,522           (592)
                                                                                        -----------     ----------
INCREASE IN CASH AND CASH EQUIVALENTS.................................................        2,740            196
CASH AND CASH EQUIVALENTS, beginning of period........................................          505            214
                                                                                        -----------     ----------
CASH AND CASH EQUIVALENTS, end of period..............................................       $3,245           $410
                                                                                        ===========     ==========
</TABLE>


See notes to condensed consolidated financial statements.

                                                         5





<PAGE>

                      COMCAST CORPORATION AND SUBSIDIARIES
                                    FORM 10-Q
                        QUARTER ENDED SEPTEMBER 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.

     On September 17, 2003,  the Company  completed the sale of its  approximate
     57% interest in QVC, Inc. ("QVC"). Accordingly, QVC has been presented as a
     discontinued  operation  pursuant  to  Statement  of  Financial  Accounting
     Standards  ("SFAS") No. 144,  "Accounting for the Impairment or Disposal of
     Long-Lived Assets" (see Note 4).

     Reclassifications
     Certain  reclassifications  have  been  made to the  prior  year  financial
     statements to conform to those classifications used in 2003.

2.   RECENT ACCOUNTING PRONOUNCEMENTS

     SFAS No. 143
     The Financial  Accounting  Standards  Board  ("FASB")  issued 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 SEPTEMBER 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  adoption  of SFAS No. 149 had no
     material  impact  on  the  Company's  financial  condition  or  results  of
     operations.

     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  was effective  July 1, 2003. In connection  with the adoption of
     SFAS No. 150, the Company  reclassified  its  subsidiary  preferred  shares
     totaling   approximately  $1.6  billion  previously  included  in  minority
     interest to other  noncurrent  liabilities  in the  Company's  consolidated
     balance sheets.

     The FASB is addressing  certain  implementation  issues associated with the
     application of SFAS No. 150. On October 29, 2003, the FASB decided to defer
     certain  provisions  of SFAS No.  150  related  to  mandatorily  redeemable
     financial instruments representing noncontrolling interests in subsidiaries
     included in consolidated financial statements. The Company will monitor the
     actions of the FASB and assess the impact,  if any,  that these actions 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  financial  condition or results of operations (see
     Note 10).

     FIN 46
     The  Company  adopted  the  provisions  of  FASB   Interpretation   No.  46
     "Consolidation of Variable Interest  Entities" ("FIN 46") effective January
     1, 2002. FIN 46 clarifies the application of Accounting  Research  Bulletin
     51 to certain entities,  defined as variable interest entities ("VIEs"), in
     which  equity  investors  do  not  have  characteristics  of a  controlling
     financial  interest or do not have sufficient equity at risk for the entity
     to finance its  activities  without  additional  subordinated  support from
     other parties. At the time of the initial application, FIN 46 had no impact
     on

                                        7



<PAGE>

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

     the  Company's  financial  condition or results of  operations  because the
     Company  previously  consolidated  all  VIEs in  which  it was the  primary
     beneficiary.  Since the Company's  initial  application,  the FASB has been
     addressing various implementation issues that could potentially broaden the
     application of FIN 46 to entities outside its originally  interpreted scope
     and has issued and proposed several FASB Staff Positions.  The Company does
     not expect that these FASB Staff  Positions will have a material  impact on
     its financial statements.

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 and restricted stock. Diluted
     earnings for common stockholders per common share ("Diluted EPS") considers
     the impact of potentially  dilutive  securities  except in periods in which
     there is a loss as the inclusion of the potential  common shares would have
     an antidilutive effect. Diluted EPS excludes the impact of potential common
     shares related to the Company's Zero Coupon  Debentures in periods in which
     the weighted  average  closing sale price of the Company's  Class A Special
     common  stock  during the period is not greater  than 110% of the  accreted
     conversion  price.  Diluted EPS  excludes  the impact of  potential  common
     shares  related  to the  Company's  stock  options  in periods in which the
     option  exercise  price is greater  than the  average  market  price of the
     Company's  common stock for the period.  Diluted EPS excludes the impact of
     potential  common shares  related to the Company's  Class A Special  common
     stock held in  treasury  because it is the  Company's  intent to settle the
     related Comcast exchangeable notes using cash (see Note 7).

     Diluted EPS for the three and nine months ended  September 30, 2003 and the
     nine months ended September 30, 2002 excludes  approximately 148.7 million,
     144.4  million and 83.0  million  potential  common  shares,  respectively,
     related to the  Company's  stock option plans,  restricted  stock plans and
     Zero  Coupon  Debentures  because the  assumed  issuance of such  potential
     common  shares is  antidilutive  in periods  in which  there is a loss from
     continuing operations.

     Diluted  EPS for  the  three  months  ended  September  30,  2002  excludes
     approximately  58.5 million  potential  common  shares  related to both the
     Company's  stock option plans because the option exercise price was greater
     than the average market price of the Company's Class A Special common stock
     for the period and also to the Zero Coupon Debentures.



                                        8




<PAGE>

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

     The  following  table  reconciles  the  numerator  and  denominator  of the
     computations  of Diluted EPS for income (loss) from  continuing  operations
     for the interim periods presented.



<TABLE>
<CAPTION>
                                                       (Amounts in millions, except per share data)
                                                  Three Months Ended                 Three Months Ended
                                                  September 30, 2003                 September 30, 2002
                                           ---------------------------------  --------------------------------
                                                                 Per Share                          Per Share
                                             Loss      Shares      Amount      Income     Shares     Amount
                                           ---------  --------- ------------  ---------  --------- -----------
<S>                                            <C>        <C>       <C>             <C>        <C>      <C>  
Basic EPS................................      ($153)     2,257     ($0.07)         $24        953      $0.03

Effect of Dilutive Securities
   Assumed exercise of stock option
     and restricted stock plans..........                                                        6
                                           ---------  --------- ----------    ---------  --------- ----------
Diluted EPS..............................      ($153)     2,257     ($0.07)         $24        959      $0.03
                                           =========  ========= ==========    =========  ========= ==========

                                                   Nine Months Ended                 Nine Months Ended
                                                  September 30, 2003                 September 30, 2002
                                           ---------------------------------  --------------------------------
                                                                 Per Share                          Per Share
                                             Loss      Shares      Amount       Loss      Shares     Amount
                                           ---------  --------- ------------  ---------  --------- -----------

Basic and Diluted EPS....................      ($601)     2,256     ($0.27)       ($364)       952     ($0.38)
                                           =========  ========= ==========    =========  ========= ==========
</TABLE>


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  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:  final
     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  nine  months  ended
     September 30, 2003 were as follows (in millions):


                                        9



<PAGE>

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



<TABLE>
<CAPTION>
                                                                       Employee              Contract
                                                                   Termination and             Exit
                                                                    Related Costs             Costs
                                                                 --------------------   ------------------
<S>                                                                            <C>                   <C> 

Balance, December 31, 2002....................................                 $492                 $913
Payments......................................................                 (184)                 (40)
Adjustments...................................................                 (100)                (524)
Interest accretion............................................                                        29
                                                                 ------------------     ----------------

Balance, September 30, 2003...................................                 $208                 $378
                                                                 ==================     ================

</TABLE>


     The  adjustments  reflected  in the  preceding  table  are  the  result  of
     reductions in the estimated  payments  related to employee and  contractual
     termination costs.

     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  indicative of what the results
     would have been had the Company operated Broadband since January 1, 2002.



<TABLE>
<CAPTION>
                                                                          (Amounts in millions,
                                                                          except per share data)
                                                                            Nine Months Ended
                                                                            September 30, 2002
                                                                         ------------------------
<S>                                                                              <C>    
        Revenues........................................................         $12,410
        Net loss........................................................        ($14,444)
        Diluted EPS.....................................................          ($6.41)
</TABLE>


     The unaudited pro forma information for the nine months ended September 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.

     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 of $613 million (which consist
     primarily of cable franchise  rights,  other intangible assets and property
     and equipment)  were reported as current assets held for sale in accordance
     with  SFAS  No.  144 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,  Time Warner,  Inc. ("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 Time  Warner's  interests in cable,  including  those held
     through TWE, are now held through or for the benefit of a new subsidiary of
     Time Warner called Time Warner  Cable,  Inc.  ("TWC").  In exchange for its
     27.6% interest in TWE, the Company received common-equivalent

                                       10





<PAGE>

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

     preferred  stock of Time Warner,  which will be converted into $1.5 billion
     of  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 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 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 Time Warner under which 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 September  17, 2003,  the Company  completed  the sale to Liberty  Media
     Corporation  ("Liberty") of all shares of QVC common stock held by a number
     of direct wholly-owned  subsidiaries of the Company for an aggregate amount
     of approximately $7.7 billion, consisting of $4 billion principal amount of
     Liberty's Floating Rate Senior Notes due 2006 (the "Liberty Notes"),  $1.35
     billion in cash and  approximately  218 million  shares of Liberty Series A
     common stock. The shares had a fair value on the closing date of $10.73 per
     share.  The  consideration  received,  net of transaction  costs,  over the
     Company's  carrying  value of the net assets of QVC  resulted  in a gain of
     approximately  $3.290  billion,  net of  approximately  $2.865  billion  of
     related income taxes.

     The Liberty Notes and shares of Liberty  Series A common stock  received in
     the  transaction  have  been  registered  with  the  SEC  pursuant  to  the
     Agreement.  On September 24, 2003,  the Company,  through its  wholly-owned
     indirect  subsidiaries,  sold an aggregate of $3.0 billion principal amount
     of the Liberty Notes for net proceeds of  approximately  $3.0 billion.  The
     remaining  Liberty Notes held by the Company,  which bear interest at LIBOR
     plus 1.5%,  are  classified as available for sale and the shares of Liberty
     Series A common stock  received by the Company in connection  with the sale
     of QVC are classified as trading securities (see Note 5).



                                       11




<PAGE>

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

     The current and noncurrent  assets and  liabilities of QVC included  within
     the related discontinued operations captions are as follows (in millions):



<TABLE>
<CAPTION>
                                                                            December 31,
                                                                               2002
                                                                            -----------
<S>                                                                                <C> 
     Cash.................................................................         $276
     Accounts receivable, less allowance for doubtful accounts............          569
     Inventories, net.....................................................          479
     Other current assets.................................................          157
                                                                            -----------
          Total current assets of discontinued operations.................       $1,481
                                                                            ===========

     Property and equipment, net of accumulated depreciation..............         $485
     Goodwill.............................................................          835
     Other intangible assets, net of accumulated amortization.............          170
     Other noncurrent assets, net.........................................          105
                                                                            -----------
          Total noncurrent assets of discontinued operations..............       $1,595
                                                                            ===========

     Accounts payable.....................................................         $367
     Accrued expenses and other current liabilities.......................          449
                                                                            -----------
          Total current liabilities of discontinued operations............         $816
                                                                            ===========

     Minority interest....................................................         $867
     Other noncurrent liabilities.........................................           56
                                                                            -----------
          Total noncurrent liabilities and minority interest
            of discontinued operations....................................         $923
                                                                            ===========
</TABLE>



     The results of  operations  of QVC prior to its  disposition  are  included
     within  income from  discontinued  operations,  net of tax in the following
     periods (in millions):



<TABLE>
<CAPTION>
                                                                   Three Months Ended        Nine Months Ended
                                                                     September 30,             September 30,
                                                                   2003         2002         2003         2002
                                                                 ---------    ---------    ---------    ---------
<S>                                                                   <C>        <C>          <C>          <C>   
     Revenues...................................................      $752       $1,012       $2,915       $3,000
     Income before income taxes and minority interest...........      $123         $146         $496         $419
</TABLE>

     
     The 2003 periods include QVC operations through August 31, 2003 as reported
     to the Company by QVC.  The amount of income from  discontinued  operations
     and  gain  on  discontinued   operations  is  subject  to  reallocation  as
     additional  information  is obtained from QVC, which will have no effect on
     net income.

                                       12




<PAGE>

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

5. INVESTMENTS


<TABLE>
<CAPTION>
                                                                            September 30,      December 31,
                                                                                 2003              2002
                                                                            --------------    --------------
                                                                                     (in millions)
<S>                                                                                 <C>              <C>       
     Fair value method (see Note 7)
          AT&T Corp....................................................             $                   $287
          Cablevision..................................................                750               694
          Liberty......................................................              3,212                43
          Microsoft....................................................              1,998             1,967
          Sprint Corp. PCS Group.......................................                354               369
          Vodafone.....................................................              1,392             1,759
          Other .......................................................                 27                30
                                                                            --------------    --------------
                                                                                     7,733             5,149
                                                                            --------------    --------------
     Equity Method
          Cable related................................................              2,170             2,094
          Other........................................................                232               204
                                                                            --------------    --------------
                                                                                     2,402             2,298
                                                                            --------------    --------------

     Cost method,  principally TWC and Time Warner at 
          September 30, 2003 and TWE at December 31, 2002
          (see Note 4).................................................              8,310            10,985
                                                                            --------------    --------------

          Total investments............................................             18,445            18,432
     Less, current investments.........................................              2,982             3,258
                                                                            --------------    --------------
     Non-current investments...........................................            $15,463           $15,174
                                                                            ==============    ==============

</TABLE>


     Fair Value Method
     The Company  holds  unrestricted  equity  investments  in certain  publicly
     traded  companies,  which it accounts for as available  for sale or trading
     securities.  The net unrealized pre-tax gains on investments  accounted for
     as available for sale  securities as of September 30, 2003 and December 31,
     2002 of $38 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 $13 million and $25 million, respectively.

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



<TABLE>
<CAPTION>
                                                                           September 30,       December 31,
                                                                               2003                2002
                                                                            -----------         -----------
<S>                                                                              <C>                   <C> 
     Cost.............................................................           $1,072                $322
     Unrealized gains.................................................               43                  73
     Unrealized losses................................................               (5)                 (1)
                                                                            -----------         -----------

     Fair value.......................................................           $1,110                $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

                                       13

<PAGE>

                      COMCAST CORPORATION AND SUBSIDIARIES
                                    FORM 10-Q
                        QUARTER ENDED SEPTEMBER 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 Loss, Net
     Investment  loss,  net for the interim  periods  includes the following (in
     millions):



<TABLE>
<CAPTION>
                                                                   Three Months Ended        Nine Months Ended
                                                                     September 30,             September 30,
                                                                   2003         2002         2003         2002
                                                                 ---------    ---------    ---------    ---------
<S>                                                                    <C>           <C>        <C>           <C>
     Interest and dividend income...............................       $27           $6         $103          $19
     Gains (losses) on sales and exchanges of investments, net..         4                        26         (101)
     Investment impairment losses...............................                     (6)         (70)        (227)
     Unrealized (losses) gains on trading securities............      (110)        (181)         182       (1,621)
     Mark to market adjustments on derivatives related to
          trading securities....................................       (62)         139         (367)       1,310
     Mark to market adjustments on derivatives and
          hedged items..........................................       (41)          (5)        (292)         (82)
                                                                 ---------    ---------    ---------    ---------
     
          Investment loss, net..................................     ($182)        ($47)       ($418)       ($702)
                                                                 =========    =========    =========    =========
</TABLE>


6.   GOODWILL

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



<TABLE>
<CAPTION>
                                                                       Corporate
                                                         Cable         and Other            Total
                                                      ------------    ------------   ------------
<S>                                                   <C>                <C>         <C>    
     Balance, December 31, 2002......................      $15,644            $918        $16,562
         Purchase price allocation adjustments.......        1,001                          1,001
         Intersegment transfers......................           20             (20)
                                                      ------------    ------------   ------------
     Balance, September 30, 2003.....................      $16,665            $898        $17,563
                                                      ============    ============   ============
</TABLE>


     During the nine months ended  September 30, 2003, the Company  adjusted its
     preliminary purchase price allocation of the Broadband acquisition. The net
     increase to goodwill  primarily relates to the reduction in values assigned
     to property and equipment,  franchise rights and other intangible assets as
     a result of obtaining updated valuation reports.  This increase to goodwill
     was  partially   offset  by  the  reduction  in  the  Company's   estimated
     liabilities   associated  with  employee   termination   costs,   estimated
     contractual  obligations  assumed in the  acquisition and the impact of the
     adjustments on deferred taxes.

7. LONG-TERM DEBT


<TABLE>
<CAPTION>
                                                                           September 30,       December 31,
                                                                               2003                2002
                                                                            -----------         -----------
                                                                                     (in millions)
<S>                                                                              <C>                 <C>   
     Notes exchangeable into common stock.............................           $5,406              $5,459
     Bank and public debt.............................................           24,617              28,702
     Other, including capital lease obligations.......................              358                 748
                                                                            -----------         -----------
          Total debt..................................................          $30,381             $34,909
                                                                            ===========         ===========
</TABLE>



                                       14



<PAGE>

                      COMCAST CORPORATION AND SUBSIDIARIES
                                    FORM 10-Q
                        QUARTER ENDED SEPTEMBER 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 September 30, 2003, $22.568 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 the Company's  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.

     Repayments of Debt with Proceeds from Sale of QVC and Liberty Notes
     In September  2003, in connection  with the sale of QVC and the sale of the
     Liberty Notes,  the Company  received an aggregate of  approximately  $4.35
     billion in cash. In September  2003, the Company used a portion of the cash
     proceeds  to repay all  amounts  outstanding  on certain of its bank credit
     facilities,  including $430 million on the Comcast term loan due 2004, $700
     million on the Comcast  revolving credit  facilities due 2006 and 2007, and
     $550 million on the Comcast Cable  revolving  credit facility due 2005 (see
     Note 4).

     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 (see Note 3).


                                       15


<PAGE>


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

     During the nine months ended  September  30, 2003,  the Company  settled an
     aggregate  of  $352  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
     transactions,   which   represented   non-cash   financing   and  investing
     activities,  had no effect on the Company's  statement of cash flows due to
     their non-cash nature. As of September 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).

     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 September 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
                                                            ----------------------    --------------------------
                                                                  Nine Months                Nine Months
                                                                     Ended                      Ended
                                                                 September 30,              September 30,
                                                                      2003               2003           2002
                                                                 --------------       -----------    -----------
<S>                                                                      <C>                 <C>            <C> 
     Balance at Beginning of Period:
       Debt component.....................................               $6,981              $491           $468
       Derivative component...............................               (1,522)              208          1,145
                                                                 --------------       -----------    -----------
          Total...........................................                5,459               699          1,613
     
     Decrease in debt component due to maturities.........                 (352)
     
     (Decrease) increase in debt
       component to interest expense......................                  (80)               18             17
     Increase (decrease) in derivative
       component to investment income (loss), net.........                  379                64         (1,053)
     
     Balance at End of Period:
       Debt component.......................................              6,549               509            485
       Derivative component.................................             (1,143)              272             92
                                                                 --------------       -----------    -----------
          Total.............................................             $5,406              $781           $577
                                                                 ==============       ===========    ===========
</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 6.71% and 6.00% as of September  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.

                                       16





<PAGE>

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

     Lines and Letters of Credit
     As of September 30, 2003,  certain  subsidiaries  of the Company had unused
     lines of credit of $5.896 billion under their respective credit facilities.

     As of September 30, 2003, the Company and certain of its  subsidiaries  had
     unused irrevocable standby letters of credit totaling $399 million to cover
     potential fundings under various agreements.

8.   STOCKHOLDERS' EQUITY

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















                                       17





<PAGE>

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

     The  following  table  illustrates  the effect on net income (loss) and net
     income  (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         Nine Months Ended
                                                                           September 30,              September 30,
                                                                         2003          2002          2003        2002
                                                                      ----------    ----------    ----------   ---------
<S>                                                                       <C>              <C>        <C>          <C>   
     Net income (loss), as reported..................................     $3,176           $76        $2,857       ($223)

     Deduct: Total stock-based compensation
             expense determined under fair value based method
             for all awards relating to continuing operations,
             net of related tax effects..............................        (45)          (33)         (121)        (94)

             Total stock-based compensation expense determined
             under fair value based method for all awards relating
             to discontinued operations, net of related tax effects..         (5)           (4)          (12)        (12)
                                                                      ----------    ----------    ----------   ---------

     Pro forma, net income (loss)....................................     $3,126           $39        $2,724       ($329)
                                                                      ==========    ==========    ==========   =========

     Basic earnings  (loss) from continuing  operations for common  
       stockholders per common share:
          As reported................................................     ($0.07)        $0.03        ($0.27)     ($0.38)
          Pro forma..................................................     ($0.09)       ($0.01)       ($0.32)     ($0.48)

     Diluted earnings (loss) from continuing  operations for common 
       stockholders per common share:
          As reported................................................     ($0.07)        $0.03        ($0.27)     ($0.38)
          Pro forma..................................................     ($0.09)       ($0.01)       ($0.32)     ($0.48)

     Basic earnings (loss) for common stockholders per common share:
          As reported................................................      $1.41         $0.08         $1.27      ($0.23)
          Pro forma..................................................      $1.39         $0.04         $1.21      ($0.35)

     Diluted earnings (loss) for common stockholders per common share:
          As reported................................................      $1.41         $0.08         $1.27      ($0.23)
          Pro forma..................................................      $1.39         $0.04         $1.21      ($0.35)
</TABLE>


     Total stock-based  compensation expense was determined under the fair value
     method for all awards using the accelerated recognition method as permitted
     under SFAS No.  123.  Had the Company  applied  the fair value  recognition
     provisions  of SFAS  No.  123  using  the  straight-line  rather  than  the
     accelerated  recognition  method of its stock  options,  total  stock-based
     compensation expense relating to continuing operations,  net of related tax
     effects,  would have been $39 million and $26 million for the three  months
     ended September 30, 2003 and 2002,  respectively,  and $103 million and $75
     million  for  the  nine  months   ended   September   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 plan during the three and nine
     months ended  September 30, 2003 was $12.93 and $10.48,  respectively.  The
     weighted-average  fair  value at date of grant of a Class A Special  common
     stock option granted under the

                                       18




<PAGE>

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

     Company's  option plan during the three and nine months ended September 30,
     2002 was $10.33 and  $15.50,  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:



<TABLE>
<CAPTION>
                                                 Three Months Ended                   Nine Months Ended
                                                    September 30,                       September 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................        28.2%              31.5%            29.4%              29.5%
     Risk-free interest rate............         4.1%               4.6%             3.3%               5.2%
     Expected option lives (in years)...         8.0                8.0              6.7                8.0
     Forfeiture rate....................         3.0%               3.0%             3.0%               3.0%
</TABLE>


     The pro forma effect on net income  (loss) and net income  (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 nine
     months ended September 30, 2003 (options in thousands):



<TABLE>
<CAPTION>
                                                    Class A               Class A Special
                                                  Common Stock              Common Stock
                                             ----------------------    ----------------------
                                                         Weighted-                 Weighted-
                                                          Average                   Average
                                                         Exercise                  Exercise
                                              Options      Price        Options      Price
                                             ---------  ------------   ---------  ------------
<S>                                             <C>          <C>          <C>          <C>   
     Outstanding at beginning of period....     63,575       $43.31       64,890       $28.57
     Granted...............................     24,108        28.70
     Exercised.............................       (596)       15.97       (2,618)        8.73
     Canceled..............................     (1,787)       48.84       (1,334)       30.79
                                             ---------                 ---------  
     Outstanding at end of period..........     85,300        39.28       60,938        29.37
                                             ---------                 ---------
     Exercisable at end of period..........     58,514        44.36       28,903        24.82
                                             =========                 =========
</TABLE>

     
     
                                       19



<PAGE>

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

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



<TABLE>
<CAPTION>
                                                             Three Months Ended       Nine Months Ended
                                                                September 30,           September 30,
                                                               2003        2002       2003        2002
                                                             ---------  ----------  ---------  ----------
<S>                                                             <C>            <C>     <C>          <C>   
     Net income (loss)....................................      $3,176         $76     $2,857       ($223)
     Unrealized (losses) gains on marketable securities...         (25)         25        (40)       (339)
     Reclassification adjustments for (gains) losses
       included in net income (loss)......................         (14)                    13         203
     Unrealized losses (gains) on the effective portion
       of cash flow hedges................................           1        (198)         1        (198)
     Foreign currency translation gains (losses)..........           3          (1)         5          (8)
                                                             ---------  ----------  ---------  ----------
     Comprehensive income (loss)..........................      $3,141        ($98)    $2,836       ($565)
                                                             =========  ==========  =========  ==========
</TABLE>


9.   STATEMENT OF CASH FLOWS - SUPPLEMENTAL INFORMATION

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



<TABLE>
<CAPTION>
                                                              Three Months Ended            Nine Months Ended
                                                                 September 30,                September 30,
                                                             2003            2002          2003           2002
                                                          -----------     -----------   -----------    -----------
<S>                                                              <C>             <C>         <C>              <C> 
     Interest............................................        $637            $101        $1,653           $441
     Income taxes........................................         $14              $2           $67            $11
</TABLE>

     
     During the nine months ended  September 30, 2003, the Company  entered into
     non-cash  financing  and  investing  activities  related  to certain of its
     Exchangeable  Notes (see Note 7). The  Liberty  shares  and  Liberty  Notes
     received  in  connection  with  the  sale  of QVC  are  non-cash  investing
     activities (see Note 4).

10. COMMITMENTS AND CONTINGENCIES

     Commitments
     Certain subsidiaries of the Company support debt compliance with respect to
     obligations 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 September 30, 2003, at
     which time there were no quoted market prices for similar agreements.

     Contingencies

     At Home.
     -------
     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 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

                                       20



<PAGE>

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

     transactions  agreed to in March 2000 among At Home, the Company,  AT&T and
     Cox  Communications,  Inc. (Cox is also an investor in At Home and a former
     distributor of the At Home  service);  (ii) class action  lawsuits  against
     Comcast Cable  Communications,  Inc.,  AT&T and others in the United States
     District Court for the Southern District of New York,  alleging  securities
     law violations and common law fraud in connection with  disclosures made by
     At Home in 2001;  (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; and (iv) a
     lawsuit  brought in the United  States  Bankruptcy  Court for the  Northern
     District of California by certain At Home bondholders against Comcast Cable
     Holdings, LLC and Comcast Communications  Holdings,  Inc., as well as AT&T,
     AT&T Credit Holdings,  Inc. and AT&T Wireless  Services,  Inc.,  seeking to
     avoid and recover  certain alleged  "preference"  payments in excess of $89
     million  allegedly made to the defendants  prior to the At Home  bankruptcy
     filing. 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.  All  of  the
     defendants  served  motions to  dismiss on  February  11,  2003.  The court
     dismissed  the common law  claims  against  the  Company  and Mr.  Roberts,
     leaving only a claim against them for "control person"  liability under the
     Securities  Exchange Act of 1934. The Delaware case has been transferred to
     the United States District Court for the Southern District of New York.

     Under the terms of the  Broadband  acquisition,  the  Company is  generally
     contractually  liable for 50% of any  liabilities  of AT&T  relating  to At
     Home,  including most liabilities  resulting from any pending or threatened
     litigation,  with the exception, among other things, of liabilities arising
     out of  contracts  between  At Home and AT&T  (or its  affiliates)  for the
     benefit of the  businesses  retained by AT&T  following the  divestiture of
     Broadband.  In those situations  where the Company is contractually  liable
     for 50% of any liabilities,  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.

     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 currently unable to determine what impact,  if any, the final
     resolution  of  the  Company's  share  of  these  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.

     Starz Encore.
     ------------
     Some  of the  entities  formerly  attributed  to  Broadband  which  are now
     subsidiaries of the Company were parties to a 1997  affiliation  term sheet
     with Starz  Encore  Group LLC ("Starz  Encore"),  an  affiliate of Liberty,
     which was the subject of a lawsuit by Starz  Encore  against  Broadband  in
     Colorado state court that preceded the Company's

                                       21



<PAGE>

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

     acquisition  of  Broadband.  In  November  2002,  the  Company  and Comcast
     Holdings  filed suit  against  Starz Encore in the United  States  District
     Court for the Eastern District of Pennsylvania relating to that term sheet.

     In January  2003,  Starz Encore  filed an amended  complaint in its lawsuit
     against  Broadband in Colorado state court. The amended complaint added the
     Company and Comcast Holdings as defendants and added new claims against the
     Company,  Comcast Holdings and Broadband asserting alleged breaches of, and
     interference with, a standstill  agreement relating to the lawsuit filed by
     the Company and Comcast Holdings in federal District Court in Pennsylvania.
     On  September  19,  2003,  the  Company,  Starz Encore and certain of their
     affiliates entered into a confidential  settlement  agreement that provided
     for the  dismissal  with  prejudice  of both the  Colorado  lawsuit and the
     Pennsylvania  lawsuit,  subject  to  the  execution  of  a  contemporaneous
     amendment to an existing  affiliation  agreement  between Comcast and Starz
     Encore  that  originally  applied  only to the  cable  systems  of  Comcast
     Holdings.  The  amended  affiliation  agreement  now applies to all Comcast
     owned and operated  systems,  including the former Broadband  systems,  and
     provides  for: (i) payment on a  per-subscriber  basis rather than the flat
     fee  arrangement  that  formerly  existed under the 1997 term sheet between
     Broadband and Starz Encore;  (ii) elimination of the pass-through of any of
     Starz Encore's incremental  programming costs, such as there had been under
     the 1997 term sheet between Broadband and Starz Encore;  and (iii) enhanced
     joint marketing efforts  promoting Starz Encore products.  The parties have
     filed  stipulations  of dismissal  of both the  Colorado  and  Pennsylvania
     lawsuits with prejudice.

     CSG Systems.
     -----------
     An entity  formerly  attributed to Broadband,  which is now a subsidiary of
     the  Company,  is party  to a master  agreement  under  which it  purchases
     certain billing services from CSG Systems, Inc.

     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.

     On October 7, 2003, the arbitrator  issued his award which provided for the
     following  relief:  (i) that CSG pay Broadband  approximately  $120 million
     plus 8% interest for violations of a most favored nations  provision;  (ii)
     that the charges  and fees in the master  agreement  are deemed  amended to
     conform to those in a CSG agreement with another  customer  containing more
     favorable  pricing  going  forward;  (iii) that  Broadband has the right to
     unilaterally terminate the master agreement without cause but in such event
     shall be liable for contract  damages not to exceed $44 million;  (iv) that
     CSG shall furnish  Broadband's  customer data in  deconversion  format upon
     receipt of a statement of work  requesting  the same; (v) that if Broadband
     terminates  the  master  agreement,  CSG  shall  provide  seven  months  of
     termination  assistance;  and (vi)  that CSG is  awarded  no  relief on its
     counterclaims.  On  October  9,  2003,  CSG filed an  application  with the
     arbitrator  to have the  amount  awarded  for  CSG's  most  favored  nation
     violations reduced. Broadband filed an opposition to this application,  and
     CSG paid Broadband the  approximate $65 million  undisputed  amount of such
     award. On October 23, 2003, the arbitrator denied CSG's  application.  As a
     result, CSG now owes Broadband the balance of such award.

     On  November  15,  2002,  the Company  initiated  a lawsuit  against CSG in
     federal  court in  Philadelphia,  Pennsylvania  asserting  that the  former
     Broadband  cable  systems  owned by the Company may be added to the 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. Certain of the Company's claims in this lawsuit are not the subject
     of the arbitration described above and remain outstanding.


                                       22



<PAGE>

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

     AT&T.
     ----
     The  Company,   in  connection  with  its  acquisition  of  Broadband,   is
     potentially  responsible for up to 15% of the liabilities  arising from two
     purported  securities class action lawsuits brought against AT&T and others
     and consolidated for pre-trial purposes in the United States District Court
     for the District of New Jersey.  These lawsuits assert claims under Section
     11,  Section  12(a)(2)  and Section 15 of the  Securities  Act of 1933,  as
     amended, and Section 10(b) and Section 20(a) of the Securities Exchange Act
     of 1934,  as  amended,  and  allege,  among  other  things,  that AT&T made
     material  misstatements  and  omissions in the  Registration  Statement and
     Prospectus  for the AT&T  Wireless  initial  public  offering and knowingly
     provided false  projections  relating to AT&T common stock.  The complaints
     seek damages in an  unspecified  amount,  but because the trading  activity
     during the purported  class  periods was  extensive the amounts  ultimately
     demanded may be significant. The Company and AT&T believe that the lawsuits
     are without  merit and these  actions are being  vigorously  defended.  The
     parties are currently engaged in discovery.

     On June 24, 1998, the first of a number of purported  class action lawsuits
     was filed by then-shareholders of Tele- Communications, Inc. ("TCI") Series
     A TCI Group Common Stock ("Common A") against AT&T and the directors of TCI
     relating  to the  acquisition  of  TCI  by  AT&T.  A  consolidated  amended
     complaint combining the various different actions was filed on February 10,
     1999 in the Delaware Court of Chancery.  The consolidated amended complaint
     alleges that former  members of the TCI board of directors  breached  their
     fiduciary duties to Common A shareholders by agreeing to transaction  terms
     whereby  holders  of the  Series B TCI Group  Common  Stock  received a 10%
     premium over what Common A  shareholders  received in  connection  with the
     transaction.  The complaint further alleges that AT&T aided and abetted the
     TCI directors' breach.

     In connection with the TCI acquisition,  which was completed in early 1999,
     AT&T agreed under certain circumstances to indemnify TCI's former directors
     for certain losses, expenses, claims or liabilities,  potentially including
     those  incurred in  connection  with this action.  In  connection  with the
     Broadband  acquisition,  Broadband  agreed to  indemnify  AT&T for  certain
     losses,  expenses,  claims  or  liabilities.   Those  losses  and  expenses
     potentially  include those incurred by AT&T in connection with this action,
     both as a defendant and in  connection  with any  obligation  that AT&T may
     have to indemnify the former TCI directors  for  liabilities  incurred as a
     result of the claims against them in this action.

     On  September  8, 1999,  AT&T moved to dismiss  the amended  complaint  for
     failure  to state a cause of action  against  AT&T.  On July 7,  2003,  the
     Delaware  Court of Chancery  granted AT&T's motion to dismiss on the ground
     that  the   complaint   failed  to   adequately   plead   AT&T's   "knowing
     participation,"  as  required  to state a claim for aiding  and  abetting a
     breach of fiduciary  duty.  The other claims made in the  complaint  remain
     outstanding. Discovery in this matter is ongoing.

     Management is currently unable to determine what impact,  if any, the final
     resolution of the Company's share of these AT&T 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.

     Other.
     -----
     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.


                                       23



<PAGE>

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

11.  FINANCIAL DATA BY BUSINESS SEGMENT

     As a result of the sale of QVC, the Company's  only  reportable  segment is
     "Cable." The Company's  other  business  segments,  including the Company's
     content  operations,  do not meet the  quantitative  guidelines for segment
     reporting.  The  components  of net income  (loss) below  operating  income
     before  depreciation and  amortization are not separately  evaluated by the
     Company's management on a segment basis (in millions).



<TABLE>
<CAPTION>
                                                                      Corporate and
                                                           Cable          Other (1)        Total
                                                          ------      -------------        -----
Three Months Ended September 30, 2003
-------------------------------------
<S>      <C>                                               <C>                <C>          <C>   
Revenues (2).........................................      $4,374             $172         $4,546
Operating income before depreciation
     and amortization (3)............................       1,620               12          1,632
Depreciation and amortization........................       1,086               53          1,139
Operating income (loss)..............................         534              (41)           493
Interest expense.....................................         437              128            565
Capital expenditures.................................       1,045               36          1,081

Three Months Ended September 30, 2002
-------------------------------------
Revenues (2).........................................      $1,548             $150         $1,698
Operating income before depreciation
     and amortization (3)............................         645               (3)           642
Depreciation and amortization........................         309               62            371
Operating income (loss)..............................         336              (65)           271
Interest expense.....................................         140               32            172
Capital expenditures.................................         322                7            329

Nine Months Ended September 30, 2003
-------------------------------------
Revenues (2).........................................     $12,985             $621        $13,606
Operating income before depreciation and
     amortization (3)................................       4,638               34          4,672
Depreciation and amortization........................       3,299              161          3,460
Operating income (loss)..............................       1,339             (127)         1,212
Interest expense.....................................       1,264              315          1,579
Capital expenditures.................................       3,045               48          3,093

Nine Months Ended September 30, 2002
-------------------------------------
Revenues (2).........................................      $4,558             $544         $5,102
Operating income before depreciation
     and amortization (3)............................       1,896               35          1,931
Depreciation and amortization........................         900              191          1,091
Operating income (loss)..............................         996             (156)           840
Interest expense.....................................         428              107            535
Capital expenditures.................................       1,011               24          1,035

As of September 30, 2003
------------------------
Assets...............................................     $93,482          $16,334       $109,816
Long-term debt, less current portion.................      20,364            6,952         27,316

As of December 31, 2002
------------------------
Assets...............................................    $106,314           $6,814       $113,128
Long-term debt, less current portion.................      26,033            1,923         27,956

     _______________

                                       24



<PAGE>

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

<FN>
(1)    Other includes segments not meeting certain  quantitative  guidelines for
       reporting  and  elimination  entries  related to the  segment  presented.
       Corporate and other assets consist primarily of the Company's investments
       and intangible assets related to the Company's content operations and, as
       of  December  31,  2002,   $3.689  billion  of  assets   associated  with
       discontinued operations and assets held for sale (see Notes 4, 5 and 6).

(2)    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.
</FN>
</TABLE>

















                                       25




<PAGE>

                      COMCAST CORPORATION AND SUBSIDIARIES
                                    FORM 10-Q
                        QUARTER ENDED SEPTEMBER 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 September  30, 2003 and for the three
     and nine months ended September 30, 2003) are  collectively  referred to as
     the "Combined CCHMO Parents." Condensed consolidating financial information
     of the Company is as follows (in millions):

                                                Comcast Corporation
                                       Condensed Consolidating Balance Sheet
                                             As of September 30, 2003

<TABLE>
<CAPTION>
                                                                                            Elimination                
                                                                       Combined    Non-        and        Consolidated
                                             Comcast    CCCI     CCCH    CCHMO   Guarantor  Consolidation   Comcast
                                              Parent   Parent   Parent  Parents Subsidiaries Adjustments  Corporation
                                             --------------------------------------------------------------------------
<S>                                           <C>      <C>      <C>       <C>     <C>        <C>            <C>     
ASSETS                                                                                                   
------
   Cash and cash equivalents................  $        $        $         $         $3,245    $               $3,245
   Investments..............................       43                                2,939                     2,982
   Accounts receivable, net.................                                           850                       850
   Other current assets.....................       10                                  527                       537
                                             -------- -------- -------- --------- --------   ---------   -----------
     Total current assets...................       53                                7,561                     7,614
                                             -------- -------- -------- --------- --------   ---------   -----------
   INVESTMENTS..............................                                        15,463                    15,463
   INVESTMENTS IN AND AMOUNTS DUE FROM                                                                   
     SUBSIDIARIES ELIMINATED UPON                                                                        
     CONSOLIDATION..........................   47,347   21,436   26,880    33,667   14,376    (143,706)  
   PROPERTY AND EQUIPMENT, net..............                                        18,194                    18,194
   FRANCHISE RIGHTS.........................                                        46,023                    46,023
   GOODWILL.................................                                        17,563                    17,563
   OTHER INTANGIBLE ASSETS, net.............                                         4,216                     4,216
   OTHER NONCURRENT ASSETS, net.............       89       46       31                577                       743
                                             -------- -------- -------- --------- --------   ---------   -----------
     Total Assets...........................  $47,489  $21,482  $26,911   $33,667 $123,973   ($143,706)     $109,816
                                             ======== ======== ======== ========= ========   =========   ===========
                                                                                                         
LIABILITIES AND STOCKHOLDERS' EQUITY                                                                     
------------------------------------
   Accounts payable.........................  $        $        $         $         $1,188       $            $1,188
   Accrued expenses and other current                                                                    
     liabilities............................      271      174       50       293    4,564                     5,352
   Deferred income taxes....................                                           510                       510
   Current portion of long-term debt........               305                319    2,441                     3,065
                                             -------- -------- -------- --------- --------   ---------   -----------
     Total current liabilities..............      271      479       50       612    8,703                    10,115
                                             -------- -------- -------- --------- --------   ---------   -----------
   LONG-TERM DEBT, less current portion.....    5,644    6,627    3,498     6,175    5,372                    27,316
   DEFERRED INCOME TAXES....................                                        24,654                    24,654
   OTHER NONCURRENT LIABILITIES.............      336                                5,878                     6,214
   MINORITY INTEREST........................                                           279                       279
                                                                                                         
STOCKHOLDERS' EQUITY                                                                                     
   Common stock.............................       25                                                             25
   Other stockholders' equity...............   41,213   14,376   23,363    26,880   79,087    (143,706)       41,213
                                             -------- -------- -------- --------- --------   ---------   -----------
     Total Stockholders' Equity.............   41,238   14,376   23,363    26,880   79,087    (143,706)       41,238
                                             -------- -------- -------- --------- --------   ---------   -----------
     Total Liabilities and Stockholders'                                                                 
      Equity................................  $47,489  $21,482  $26,911   $33,667 $123,973   ($143,706)     $109,816
                                             ======== ======== ======== ========= ========   =========   ===========
</TABLE>

                                                                               
                                                                               
                                                                               
                                                         26                    



<PAGE>


<TABLE>
<CAPTION>
                                       COMCAST CORPORATION AND SUBSIDIARIES    
                                                     FORM 10-Q                 
                                         QUARTER ENDED SEPTEMBER 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
                                             --------------------------------------------------------------------------
<S>                                           <C>      <C>      <C>       <C>      <C>        <C>            <C>     
ASSETS                                                                                                   
------
   Cash and cash equivalents................    $        $        $         $          $505       $              $505
   Investments..............................       30                                 3,228                     3,258
   Accounts receivable, net.................                                            862                       862
   Other current assets.....................       22                                   358                       380
   Current assets of discontinued operations                                          1,481                     1,481
   Current assets held for sale.............                                            613                       613
                                             -------- -------- -------- ---------  --------   ---------   -----------
     Total current assets...................       52                                 7,047                     7,099
                                             -------- -------- -------- ---------  --------   ---------   -----------
                                                                                                         
   INVESTMENTS..............................                                         15,174                    15,174
   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..............                                         18,381                    18,381
   FRANCHISE RIGHTS.........................                                         48,222                    48,222
   GOODWILL.................................                                         16,562                    16,562
   OTHER INTANGIBLE ASSETS, net.............                                          5,429                     5,429
   OTHER NONCURRENT ASSETS, net............        74       99      121                 372                       666
   NON-CURRENT ASSETS OF DISCONTINUED                                                                    
     OPERATIONS.............................                                          1,595                     1,595
                                             -------- -------- -------- ---------  --------   ---------   -----------
     Total Assets...........................  $39,482  $21,917  $33,804   $40,749  $126,695   ($149,519)     $113,128
                                             ======== ======== ======== =========  ========   =========   ===========
                                                                                                         
LIABILITIES AND STOCKHOLDERS' EQUITY                                                                     
------------------------------------
   Accounts payable.........................       $1    $        $         $        $1,295       $            $1,296
   Accrued expenses and other current                                                                    
     liabilities............................      208      107       46       469     4,406                     5,236
   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
   Current liabilities of discontinued                                                                   
     operations.............................                                            816                       816
                                             -------- -------- -------- ---------  --------   ---------   -----------
     Total current liabilities..............      209      107    3,796     1,934     9,360                    15,406
                                             -------- -------- -------- ---------  --------   ---------   -----------
   LONG-TERM DEBT, less current portion.....      680    7,897    6,005     4,932     8,442                    27,956
   DEFERRED INCOME TAXES....................                                         23,104                    23,104
   OTHER NONCURRENT LIABILITIES.............      264                         200     6,697                     7,161
   MINORITY INTEREST........................                                            249                       249
   NON-CURRENT LIABILITIES AND MINORITY                                                                  
     INTEREST OF DISCONTINUED OPERATIONS....                                            923                       923
                                                                                                         
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  $126,695   ($149,519)     $113,128
                                             ======== ======== ======== =========  ========   =========   ===========
                                                                                                        
</TABLE>



                                                         27



<PAGE>


<TABLE>
<CAPTION>
                                          COMCAST CORPORATION AND SUBSIDIARIES
                                                        FORM 10-Q
                                            QUARTER ENDED SEPTEMBER 30, 2003
                            NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS - CONTINUED
                                                       (Unaudited)


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



                                                                                            Elimination                
                                                                       Combined    Non-        and        Consolidated
                                             Comcast    CCCI     CCCH    CCHMO   Guarantor  Consolidation   Comcast
                                              Parent   Parent   Parent  Parents Subsidiaries Adjustments  Corporation
                                             --------------------------------------------------------------------------
<S>                                           <C>      <C>      <C>       <C>      <C>        <C>            <C>     
REVENUES                                                                                                  
   Service revenues.........................     $       $     $          $         $4,546       $            $4,546
   Management fee revenue...................       94      38        56       56                  (244)   
                                             -------- ------- --------- --------  --------  ----------    ----------
                                                   94      38        56       56     4,546        (244)        4,546
                                             -------- ------- --------- --------  --------  ----------    ----------
COSTS AND EXPENSES                                                                                        
   Operating (excluding depreciation).......                                         1,703                     1,703
   Selling, general and administrative......       34      38        56       56     1,271        (244)        1,211
   Depreciation.............................                                           774                       774
   Amortization.............................                                           365                       365
                                             -------- ------- --------- --------  --------  ----------    ----------
                                                   34      38        56       56     4,113        (244)        4,053
                                             -------- ------- --------- --------  --------  ----------    ----------
                                                                                                          
OPERATING INCOME............................       60                                  433                       493
                                                                                                          
OTHER INCOME (EXPENSE)                                                                                    
   Interest expense.........................      (98)   (131)      (83)    (130)     (123)                     (565)
   Investment loss, net.....................                                          (182)                     (182)
   Equity in net (losses) income of                                                                       
     affiliates.............................    3,199     227       (48)      36       126      (3,556)          (16)
   Other income.............................                                            28                        28
                                             -------- ------- --------- --------  --------  ----------    ----------
                                                3,101      96      (131)     (94)     (151)     (3,556)         (735)
                                             -------- ------- --------- --------  --------  ----------    ----------
INCOME (LOSS) FROM CONTINUING                                                                             
   OPERATIONS BEFORE INCOME TAXES AND                                                                     
   MINORITY INTEREST........................    3,161      96      (131)     (94)      282      (3,556)         (242)
INCOME TAX (EXPENSE) BENEFIT................       15      46        29       46       (33)                      103
                                             -------- ------- --------- --------  --------  ----------    ----------
INCOME (LOSS) FROM CONTINUING OPERATIONS                                                                  
   BEFORE MINORITY INTEREST.................    3,176     142      (102)     (48)      249      (3,556)         (139)
MINORITY INTEREST...........................                                           (14)                      (14)
                                             -------- ------- --------- --------  --------  ----------    ----------
INCOME (LOSS) FROM CONTINUING OPERATIONS....    3,176     142      (102)     (48)      235      (3,556)         (153)
INCOME FROM DISCONTINUED OPERATIONS,                                                                      
    net of tax..............................                                            39                        39
GAIN ON DISCONTINUED OPERATIONS, net of tax.                                         3,290                     3,290
                                             -------- ------- --------- --------  --------  ----------    ----------
NET INCOME (LOSS)...........................   $3,176    $142     ($102)    ($48)   $3,564     ($3,556)       $3,176
                                             ======== ======= ========= ========  ========  ==========    ==========

</TABLE>





                                                         28



<PAGE>


<TABLE>
<CAPTION>
                                          COMCAST CORPORATION AND SUBSIDIARIES
                                                        FORM 10-Q
                                            QUARTER ENDED SEPTEMBER 30, 2003
                            NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS - CONTINUED
                                                       (Unaudited)


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

                                                                                            Elimination                
                                                                       Combined    Non-        and        Consolidated
                                             Comcast    CCCI     CCCH    CCHMO   Guarantor  Consolidation   Comcast
                                              Parent   Parent   Parent  Parents Subsidiaries Adjustments  Corporation
                                             ----------------------------------- ---------------------------------------
<S>                                           <C>      <C>      <C>       <C>       <C>       <C>           <C>     
                                                                                                          
SERVICE REVENUES............................    $        $        $        $        $1,698       $            $1,698
                                                                                                          
COSTS AND EXPENSES                                                                                        
   Operating (excluding depreciation).......                                           597                       597
   Selling, general and administrative......                                           459                       459
   Depreciation.............................                                           321                       321
   Amortization.............................                                            50                        50
                                             -------- ------- --------- --------  --------   ----------   ----------
                                                                                     1,427                     1,427
                                             -------- ------- --------- --------  --------   ----------   ----------
                                                                                                          
OPERATING INCOME............................                                           271                       271
                                                                                                          
OTHER INCOME (EXPENSE)                                                                                    
   Interest expense.........................             (141)                         (31)                     (172)
   Investment loss, net.....................                                           (47)                      (47)
   Equity in net income (losses) of                                                                       
     affiliates.............................              215                          114         (338)          (9)
   Other income.............................                                             5                         5
                                             -------- ------- --------- --------  --------   ----------   ----------
                                                           74                           41         (338)        (223)
                                             -------- ------- --------- --------  --------   ----------   ----------
                                                                                                          
INCOME (LOSS) FROM CONTINUING                                                                             
   OPERATIONS BEFORE INCOME TAXES                                                                         
   AND MINORITY INTEREST....................               74                          312         (338)          48
                                                                                                          
INCOME TAX (EXPENSE) BENEFIT................               49                          (76)                      (27)
                                             -------- ------- --------- --------  --------   ----------   ----------
                                                                                                          
INCOME (LOSS) FROM CONTINUING                                                                             
   OPERATIONS BEFORE MINORITY INTEREST......              123                          236         (338)          21
                                                                                                          
MINORITY INTEREST...........................                                             3                         3
                                             -------- ------- --------- --------  --------   ----------   ----------
                                                                                                          
INCOME FROM CONTINUING OPERATIONS...........              123                          239         (338)          24
                                                                                                          
INCOME FROM DISCONTINUED OPERATIONS,                                                                      
    net of tax.............................                                             52                        52
                                             -------- ------- --------- --------  --------   ----------   ----------
                                                                                                          
NET INCOME (LOSS)...........................    $        $123     $        $          $291        ($338)         $76
                                             ======== ======= ========= ========  ========   ==========   ==========
                                                                                                       
</TABLE>



                                                           29



<PAGE>


<TABLE>
<CAPTION>
                                          COMCAST CORPORATION AND SUBSIDIARIES
                                                        FORM 10-Q
                                            QUARTER ENDED SEPTEMBER 30, 2003
                            NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS - CONTINUED
                                                       (Unaudited)


                                                   Comcast Corporation
                                     Condensed Consolidating Statement of Operations
                                      For the Nine Months Ended September 30, 2003


                                                                                            Elimination                
                                                                       Combined    Non-        and        Consolidated
                                             Comcast    CCCI     CCCH    CCHMO   Guarantor  Consolidation   Comcast
                                              Parent   Parent   Parent  Parents Subsidiaries Adjustments  Corporation
                                             ----------------------------------- ---------------------------------------
<S>                                           <C>      <C>      <C>       <C>       <C>       <C>           <C>     
REVENUES
   Service revenues..........................    $       $         $        $      $13,606         $          $13,606
   Management fee revenue....................     281     109       172      172                   (734)   
                                               ------ ------- --------- --------  --------   ----------    ----------
                                                  281     109       172      172    13,606         (734)       13,606
                                               ------ ------- --------- --------  --------   ----------    ----------
COSTS AND EXPENSES                                                                                         
   Operating (excluding depreciation)........                                        5,267                      5,267
   Selling, general and administrative.......     110     109       172      172     3,838         (734)        3,667
   Depreciation..............................                                        2,370                      2,370
   Amortization..............................                                        1,090                      1,090
                                               ------ ------- --------- --------  --------   ----------    ----------
                                                  110     109       172      172    12,565         (734)       12,394
                                               ------ ------- --------- --------  --------   ----------    ----------
                                                                                                           
OPERATING INCOME.............................     171                                1,041                      1,212
                                                                                                           
OTHER INCOME (EXPENSE)                                                                                     
   Interest expense..........................    (221)   (405)     (289)    (322)     (342)                    (1,579)
   Investment loss, net......................                                         (418)                      (418)
   Equity in net income (losses) of                                                                        
     affiliates..............................   2,889     728      (455)    (246)      432       (3,381)          (33)
   Other income..............................                                           71                         71
                                               ------ ------- --------- --------  --------   ----------    ----------
                                                2,668     323      (744)    (568)     (257)      (3,381)       (1,959)
                                               ------ ------- --------- --------  --------   ----------    ----------
INCOME (LOSS) FROM CONTINUING                                                                              
   OPERATIONS BEFORE INCOME TAXES AND                                                                      
    MINORITY INTEREST........................   2,839     323      (744)    (568)      784       (3,381)         (747)
INCOME TAX (EXPENSE) BENEFIT.................      18     142       101      113      (143)                       231
                                               ------ ------- --------- --------  --------   ----------    ----------
INCOME (LOSS) FROM CONTINUING                                                                              
   OPERATIONS BEFORE MINORITY INTEREST.......   2,857     465      (643)    (455)      641       (3,381)         (516)
MINORITY INTEREST............................                                          (85)                       (85)
                                               ------ ------- --------- --------  --------   ----------    ----------
INCOME (LOSS) FROM CONTINUING OPERATIONS.....   2,857     465      (643)    (455)      556       (3,381)         (601)
INCOME FROM DISCONTINUED OPERATIONS,                                                                       
    net of tax...............................                                          168                        168
GAIN ON DISCONTINUED OPERATIONS, net of tax..                                        3,290                      3,290
                                               ------ ------- --------- --------  --------   ----------    ----------
NET INCOME (LOSS)............................  $2,857    $465     ($643)   ($455)   $4,014      ($3,381)       $2,857
                                               ====== ======= ========= ========  ========   ==========    ==========
                                                                                                         

</TABLE>





                                                           30



<PAGE>


<TABLE>
<CAPTION>
                                          COMCAST CORPORATION AND SUBSIDIARIES
                                                        FORM 10-Q
                                            QUARTER ENDED SEPTEMBER 30, 2003
                            NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS - CONTINUED
                                                       (Unaudited)


                                                   Comcast Corporation
                                     Condensed Consolidating Statement of Operations
                                      For the Nine Months Ended September 30, 2002



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

SERVICE REVENUES............................    $        $        $        $        $5,102       $           $5,102
                                                                                                         
COSTS AND EXPENSES                                                                                       
   Operating (excluding depreciation).......                                         1,831                    1,831
   Selling, general and administrative......                                         1,340                    1,340
   Depreciation.............................                                           957                      957
   Amortization.............................                                           134                      134
                                             -------- ------- --------- --------  --------   ----------  ----------
                                                                                     4,262                    4,262
                                             -------- ------- --------- --------  --------   ----------  ----------
                                                                                                         
OPERATING INCOME............................                                           840                      840
                                                                                                         
OTHER INCOME (EXPENSE)                                                                                   
   Interest expense.........................             (421)                        (114)                    (535)
   Investment loss, net.....................                                          (702)                    (702)
   Equity in net income (losses) of                                                                      
     affiliates.............................              634                          305         (994)        (55)
   Other expense............................                                           (12)                     (12)
                                             -------- ------- --------- --------  --------   ----------  ----------
                                                          213                         (523)        (994)     (1,304)
                                             -------- ------- --------- --------  --------   ----------  ----------
                                                                                                         
INCOME (LOSS) FROM CONTINUING                                                                            
   OPERATIONS BEFORE INCOME TAXES                                                                        
   AND MINORITY INTEREST....................              213                          317         (994)       (464)
                                                                                                         
INCOME TAX (EXPENSE) BENEFIT................              147                          (24)                     123
                                             -------- ------- --------- --------  --------   ----------  ----------
                                                                                                         
INCOME (LOSS) FROM CONTINUING                                                                            
   OPERATIONS BEFORE MINORITY INTEREST......              360                          293         (994)       (341)
                                                                                                         
MINORITY INTEREST...........................                                           (23)                     (23)
                                             -------- ------- --------- --------  --------   ----------  ----------
                                                                                                         
INCOME (LOSS) FROM CONTINUING OPERATIONS....              360                          270         (994)       (364)
                                                                                                         
INCOME FROM DISCONTINUED OPERATIONS,                                                                     
    net of tax..............................                                           141                      141
                                             -------- ------- --------- --------  --------   ----------  ----------
                                                                                                         
NET INCOME (LOSS)...........................    $        $360     $        $          $411        ($994)      ($223)
                                             ======== ======= ========= ========  ========   ==========  ==========
                                                                                                        

</TABLE>







                                                         31



<PAGE>


<TABLE>
<CAPTION>
                                          COMCAST CORPORATION AND SUBSIDIARIES
                                                        FORM 10-Q
                                            QUARTER ENDED SEPTEMBER 30, 2003
                            NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS - CONTINUED
                                                       (Unaudited)

                                                   Comcast Corporation
                                     Condensed Consolidating Statement of Cash Flows
                                      For the Nine Months Ended September 30, 2003


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

OPERATING ACTIVITIES
Net income (loss).............................   $2,857    $465     ($643)   ($455)    $4,014     ($3,381)      $2,857
Income from discontinued operations...........                                           (168)                    (168)
Gain on discontinued operations...............                                         (3,290)                  (3,290)
                                                 ------ ------- --------- --------  ---------  ----------   ----------
Loss from continuing operations...............    2,857     465      (643)    (455)       556      (3,381)        (601)
                                                                                                            
Adjustments to reconcile net loss from                                                                      
   continuing operations to net cash                                                                        
   provided by (used in) operating                                                                          
   activities from continuing operations:                                                                   
   Depreciation...............................                                          2,370                    2,370
   Amortization...............................                                          1,090                    1,090
   Non-cash interest (income) expense, net....       31      (2)              (114)                                (85)
   Equity in net (income) losses of                                                                         
     affiliates...............................   (2,889)   (728)      455      246       (432)      3,381           33
   Losses (gains) on investments and                                                                        
     other (income) expense, net..............                                            423                      423
   Minority interest..........................                                             34                       34
   Deferred income taxes......................                                           (289)                    (289)
   Proceeds from sales of trading securities..                                             85                       85
   Other......................................                                            105                      105
                                                 ------ ------- --------- --------  ---------  ----------   ----------
                                                     (1)   (265)     (188)    (323)     3,942                    3,165
   Changes in working capital                                                                               
     Decrease in accounts receivable, net.....                                             12                       12
     Increase in other current assets.........                                           (157)                    (157)
     Increase (decrease) in accounts payable,                                                                     
       accrued expenses and other current                                                                   
       liabilities............................       62      67         4     (276)      (358)                    (501)
                                                 ------ ------- --------- --------  ---------  ----------   ----------
                                                     62      67         4     (276)      (503)                    (646)
                                                                                                            
     Net cash provided by operating                                                                         
       activities from continuing                                                                           
       operations.............................       61    (198)     (184)    (599)     3,439                    2,519
                                                 ------ ------- --------- --------  ---------  ----------   ----------
                                                                                                            
FINANCING ACTIVITIES                                                                                        
   Proceeds from borrowings...................    8,138   1,150                            89                    9,377
   Retirements and repayments of debt.........   (3,180) (2,104)   (6,250)  (1,907)      (234)                 (13,675)
   Other......................................                                             (3)                      (3)
                                                 ------ ------- --------- --------  ---------  ----------   ----------
     Net cash used in financing activities                                                                  
       from continuing operations.............    4,958    (954)   (6,250)  (1,907)      (148)                  (4,301)
                                                 ------ ------- --------- --------  ---------  ----------   ----------
                                                                                                            
INVESTING ACTIVITIES                                                                                        
Net transactions with affiliates..............   (5,019)  1,152     6,434    2,506     (5,073)              
Acquisitions, net of cash acquired............                                            (39)                     (39)
Proceeds from sales of (purchases of)                                                                       
   short-term investments, net................                                             (8)                      (8)
Proceeds from restructuring of TWE investment.                                          2,100                    2,100
Proceeds from sale of discontinued operations.                                                              
   and assets held for sale...................                                          1,875                    1,875
Proceeds from sales of Liberty Notes..........                                          3,000                    3,000
Proceeds from sales of investments............                                            977                      977
Purchases of investments......................                                           (151)                    (151)
Capital expenditures..........................                                         (3,093)                  (3,093)
Additions to intangible and other noncurrent                                                                
   assets.....................................                                           (139)                    (139)
                                                 ------ ------- --------- --------  ---------  ----------   ----------
   Net cash provided by (used in) investing                                                                 
     activities from continuing operations....   (5,019)  1,152     6,434    2,506       (551)                   4,522
                                                 ------ ------- --------- --------  ---------  ----------   ----------
                                                                                                            
INCREASE IN CASH AND CASH EQUIVALENTS.........                                          2,740                    2,740
CASH AND CASH EQUIVALENTS, beginning of                                                                     
   period.....................................                                            505                      505
                                                 ------ ------- --------- --------  ---------  ----------   ----------
CASH AND CASH EQUIVALENTS, end of period......     $       $        $        $         $3,245      $            $3,245
                                                 ====== ======= ========= ========  =========  ==========   ==========
</TABLE>



                                                         32




<PAGE>


<TABLE>
<CAPTION>
                                          COMCAST CORPORATION AND SUBSIDIARIES
                                                        FORM 10-Q
                                            QUARTER ENDED SEPTEMBER 30, 2003
                            NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS - CONCLUDED
                                                       (Unaudited)


                                                   Comcast Corporation
                                     Condensed Consolidating Statement of Cash Flows
                                      For the Nine Months Ended September 30, 2002


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

OPERATING ACTIVITIES
Net income (loss)............................     $        $360     $        $         $411        ($994)       ($223)
Income from discontinued operations..........                                          (141)                     (141)
                                               -------- ------- --------- -------  --------   ----------   ----------
Loss from continuing operations..............               360                         270         (994)        (364)
                                                                                                           
Adjustments to reconcile net loss from                                                                     
   continuing operations to net cash                                                                       
   provided by (used in) operating                                                                         
   activities from continuing operations:                                                                  
   Depreciation..............................                                           957                       957
   Amortization..............................                                           134                       134
   Non-cash interest (income) expense, net...                (2)                         34                        32
   Equity in net (income) losses of                                                                        
     affiliates..............................              (634)                       (305)         994           55
   Losses (gains) on investments and other                                                                 
     (income) expense, net...................                                           733                       733
   Minority interest.........................                                            23                        23
   Deferred income taxes.....................                                           (60)                      (60)
   Proceeds from sales of trading securities.                                                              
   Other.....................................                                           (56)                      (56)
                                               -------- ------- --------- -------  --------   ----------   ----------
                                                           (276)                      1,730                     1,454
                                                                                                           
   Changes in working capital                                                                              
     Decrease in accounts receivable, net....                                            11                        11
     Increase in other current assets........                                            (5)                       (5)
     Increase (decrease) in accounts                                                                       
      payable, accrued expenses and other                                                                  
      current liabilities....................                                           183                       183
                                               -------- ------- --------- -------  --------   ----------   ----------
                                                                                        189                       189
                                                                                                           
   Net cash provided by operating activities                                                               
     from continuing operations..............              (276)                      1,919                     1,643
                                               -------- ------- --------- -------  --------   ----------   ----------
                                                                                                           
FINANCING ACTIVITIES                                                                                       
   Proceeds from borrowings..................               856                          20                       876
   Retirements and repayments of debt........            (1,619)                       (182)                   (1,801)
   Other.....................................                                            70                        70
                                               -------- ------- --------- -------  --------   ----------   ----------
                                                                                                           
Net cash used in financing activities from                                                                 
   continuing operations.....................              (763)                        (92)                     (855)
                                               -------- ------- --------- -------  --------   ----------   ----------
                                                                                                           
INVESTING ACTIVITIES                                                                                       
   Net transactions with affiliates..........             1,039                      (1,039)               
   Acquisitions, net of cash required........                                           (16)                      (16)
   Proceeds from sales of (purchase of)                                                                    
    short-term investments, net..............                                             4                         4
   Proceeds from sales of investments........                                           734                       734
   Purchases of investments..................                                           (48)                      (48)
   Capital expenditures......................                                        (1,035)                   (1,035)
   Additions to intangible and other                                                                       
    noncurrent assets........................                                          (231)                     (231)
                                               -------- ------- --------- -------  --------   ----------   ----------
   Net cash provided by (used in) investing                                                                
     activities from continuing operations...             1,039                      (1,631)                     (592)
                                               -------- ------- --------- -------  --------   ----------   ----------
                                                                                                           
INCREASE IN CASH AND CASH EQUIVALENTS........                                           196                       196
CASH AND CASH EQUIVALENTS, beginning of                                                                    
    period...................................                                           214                       214
                                               -------- ------- --------- -------  --------   ----------   ----------
CASH AND CASH EQUIVALENTS, end of period.....     $      $          $        $         $410       $              $410
                                               ======== ======= ========= =======  ========   ==========   ==========

</TABLE>


                                                          33



<PAGE>

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



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

Business Developments

     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.

     On September 17, 2003,  we completed the sale to Liberty Media  Corporation
("Liberty")  of all  shares  of  QVC,  Inc.  ("QVC")  common  stock  held by our
subsidiaries  and by us. In accordance  with  Statement of Financial  Accounting
Standards No. 144 ("SFAS 144"), QVC's operations are presented as a discontinued
operation in our financial statements.

     Refer to Note 4 to our financial  statements included in Item 1 for further
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 $5.896 billion, and through the future sales or monetizations of our
investments.

     As more fully described in Note 4 to our financial  statements  included in

I
tem 1 (see Sale of QVC),  on  September  17, 2003 we sold our  approximate  57%
interest in QVC to Liberty for approximately $7.7 billion under a stock purchase
agreement.  We received  from Liberty  three-year  senior  unsecured  notes (the
"Liberty Notes") bearing interest at LIBOR plus 1.5%,  approximately 218 million
shares of Liberty Series A common stock and cash. The values of the note, shares
and cash received were  approximately  $4.0  billion,  $2.339  billion and $1.35
billion, respectively.

     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 September 30, 2003
were $3.245 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 September 30, 2003 and December 31, 2002, our debt, including capital
lease obligations, was $30.381 billion and $34.909 billion, respectively.

     The $4.528  billion  decrease  from December 31, 2002 to September 30, 2003
results principally from the effects of our net repayments during 2003. Included
in our debt as of September 30, 2003 and December 31, 2002 was  short-term  debt
and current  portion of  long-term  debt of $3.065  billion and $6.953  billion,
respectively.

     In January,  March and May 2003,  we 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.  We used all of the net proceeds  from the  offerings to
repay a portion of our short-term debt

                                       34

<PAGE>

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


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.

     In addition to the $1.35 billion in cash proceeds received in the QVC sale,
in September 2003, we sold an aggregate of $3.0 billion  principal amount of the
Liberty Notes for net proceeds of approximately  $3.0 billion.  A portion of the
cash  proceeds  from these  sales was used to repay all amounts  outstanding  on
certain  of our bank  credit  facilities.  The  remaining  portion  will be used
primarily  to pay  certain  income  taxes  associated  with  the sale of QVC and
further reduce debt outstanding.

     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  transactions,  which represented
non-cash financing and investing  activities,  had no effect on our statement of
cash  flows  due to  their  non-cash  nature.  As of  September  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,  14.8%
and 31.8% of our long- term debt, including short-term debt and current portion,
as of September  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 certain of our investments accounted for as
trading  securities,  with the exception of the Liberty  shares we received from
the sale of QVC, was  substantially  offset by the changes in the fair values of
the Equity  Collars and the  derivative  components  of the ZONES,  Exchangeable
Notes and Prepaid Forward Sales.  See "Results of Operations - Investment  Loss,
Net" below.
                             _______________________

Cash Flows from Continuing Operations

     Cash and cash equivalents increased $2.740 billion as of September 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 $2.519 billion
for the nine months ended

                                       35





<PAGE>

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


September 30, 2003, is comprised of operating  income  before  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.

     Net cash used in financing  activities consists primarily of borrowings and
repayments of debt. Net cash used in financing activities was $4.301 billion for
the nine months ended September 30, 2003. During the nine months ended September
30, 2003, we borrowed $9.377 billion, consisting of:

    o   $3.988 billion of senior notes,

    o   $3.650 billion under revolving credit facilities,

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

    o   $89 million under capital leases and other.

     During the nine months ended  September 30, 2003, we repaid $13.675 billion
of our debt, consisting of:

    o   $4.496 billion of our revolving credit facilities,

    o   $3.750 billion of our short-term debt,

    o   $3.180 billion of our term loans,

    o   $2.088 billion of our senior notes, and

    o   $161 million under capital leases and other.

     Net cash provided by investing  activities  was $4.522 billion for the nine
months ended September 30, 2003. Proceeds from investing  activities include the
restructuring of our TWE investment of $2.100 billion, sales of Liberty Notes of
$3.000  billion,  sales of  discontinued  operations and assets held for sale of
$1.875  billion,  and  sales  of  other  investments  of $977  million.  Capital
expenditures were $3.093 billion for the nine months ended September 30, 2003.

                             _______________________



Results of Continuing Operations

     The following represents our consolidated  operating results as well as the
operating results of our Cable business segment. The remaining components of our
operations  are not  independently  significant  to our  consolidated  financial
condition or 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.



                                       36



<PAGE>

                      COMCAST CORPORATION AND SUBSIDIARIES
                                    FORM 10-Q
                        QUARTER ENDED SEPTEMBER 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
                                                                    September 30,       Increase / (Decrease)
                                                                  2003        2002          $           %
                                                                ---------   ---------   ---------   ---------
<S>                                                                <C>         <C>         <C>          <C>   
Service revenues...............................................    $4,546      $1,698      $2,848       167.7%
Operating, selling, general and administrative expenses........     2,914       1,056       1,858       175.9
Depreciation...................................................       774         321         453       141.1
Amortization...................................................       365          50         315       630.0
                                                                ---------   ---------   ---------   ---------
Operating income...............................................       493         271         222        81.9
                                                                ---------   ---------   ---------   ---------
Interest expense...............................................      (565)       (172)        393       228.5
Investment loss, net...........................................      (182)        (47)        135       287.2
Equity in net losses of affiliates.............................       (16)         (9)          7        77.8
Other income...................................................        28           5          23       460.0
Income tax benefit (expense)...................................       103         (27)        130          NM
Minority interest..............................................       (14)          3         (17)         NM
                                                                ---------   ---------   ---------   ---------
Income (loss) from continuing operations.......................     ($153)        $24       ($177)         NM%
                                                                =========   =========   =========   =========


                                                                  Nine Months Ended
                                                                    September 30,       Increase / (Decrease)
                                                                  2003        2002          $           %
                                                                ---------   ---------   ---------   ---------
Service revenues...............................................   $13,606      $5,102      $8,504       166.7%
Operating, selling, general and administrative expenses........     8,934       3,171       5,763       181.7
Depreciation...................................................     2,370         957       1,413       147.6
Amortization...................................................     1,090         134         956       713.4
                                                                ---------   ---------   ---------   ---------
Operating income...............................................     1,212         840         372        44.3
                                                                ---------   ---------   ---------   ---------
Interest expense...............................................    (1,579)       (535)      1,044       195.1
Investment loss, net...........................................      (418)       (702)       (284)      (40.5)
Equity in net losses of affiliates.............................       (33)        (55)        (22)      (40.0)
Other income (expense).........................................        71         (12)         83          NM
Income tax benefit.............................................       231         123         108        87.8
Minority interest..............................................       (85)        (23)         62       269.6
                                                                ---------   ---------   ---------   ---------
Loss from continuing operations................................     ($601)      ($364)       $237        65.1%
                                                                =========   =========   =========   =========
</TABLE>

____________



                                       37




<PAGE>

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


Consolidated Operating Results

     Revenues

     Consolidated  revenues  for  the  three  and  nine  month  interim  periods
increased $2.848 billion and $8.504 billion,  respectively.  Of these increases,
$2.826 billion and $8.427  billion,  respectively,  relate to our cable segment,
which is discussed  separately below. The remaining  increases are primarily the
result of our content  businesses,  which  achieved  combined  revenue growth of
17.5% and 16.2%,  respectively,  for the three and nine month  interim  periods.
Such increases were primarily the result of increases in  distribution  revenues
and in advertising.

     Operating, selling, general and administrative expenses

     Consolidated  operating,  selling,  general and administrative expenses for
the three and nine month interim  periods  increased  $1.858  billion and $5.763
billion,  respectively.  Of these increases,  $1.851 billion and $5.685 billion,
respectively,  relate to our cable segment, which is discussed separately below.
The  remaining  increases  are  primarily  the  result of growth in our  content
businesses and increases in corporate overhead.

     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.
                             _______________________

Cable

     The  discussion of our cable segment  operating  results is presented as an
historical  comparison of the 2003 interim periods and the 2002 interim periods,
which do not  include  the  Broadband  results.  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.





                                       38


<PAGE>

                      COMCAST CORPORATION AND SUBSIDIARIES
                                    FORM 10-Q
                        QUARTER ENDED SEPTEMBER 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 (dollars in millions).


<TABLE>
<CAPTION>
                                                                  Three Months Ended
                                                                     September 30,         Increase/(Decrease)
                                                                   2003        2002           $           %
                                                                 ---------   ---------    ---------    --------
<S>                                                                 <C>         <C>            <C>          <C> 
Video........................................................       $3,020      $2,865         $155         5.4%
High-speed Internet..........................................          586         391          195        49.9
Phone........................................................          189         211          (22)      (10.4)
Advertising sales............................................          276         258           18         7.2
Other........................................................          152         169          (17)      (10.1)
Franchise fees...............................................          151         141           10         7.1
                                                                 ---------   ---------    ---------    --------
     Revenues................................................        4,374       4,035          339         8.4
Operating, selling, general and administrative expenses......        2,754       2,837          (83)       (2.9)
                                                                 ---------   ---------    ---------    --------
Operating income before depreciation
     and amortization (a)....................................       $1,620      $1,198         $422        35.3%
                                                                 ---------   ---------    ---------    --------


                                                                   Nine Months Ended
                                                                     September 30,         Increase/(Decrease)
                                                                   2003        2002           $           %
                                                                 ---------   ---------    ---------    --------
Video........................................................       $9,038      $8,580         $458         5.3%
High-speed Internet..........................................        1,626       1,052          574        54.6
Phone........................................................          618         594           24         4.0
Advertising sales............................................          797         739           58         7.8
Other........................................................          452         495          (43)       (8.7)
Franchise fees...............................................          453         428           25         5.8
                                                                 ---------   ---------    ---------    --------
     Revenues................................................       12,984      11,888        1,096         9.2
Operating, selling, general and administrative expenses......        8,346       8,467         (121)       (1.4)
                                                                 ---------   ---------    ---------    --------
Operating income before depreciation
     and amortization (a)....................................       $4,638      $3,421       $1,217        35.6%
                                                                 =========   =========    =========    ========
_______________
<FN>
(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.
</FN>
</TABLE>


     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,  growth in  digital  subscribers,  and
repricing and repackaging of the digital products in the newly acquired systems.
These increases were offset by the continuing  impact of  pre-acquisition  basic
subscriber

                                       39



<PAGE>

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


losses in the newly acquired cable systems. From September 30, 2002 to September
30, 2003,  we added  approximately  1,036,000  digital  subscribers,  or a 16.6%
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  1,608,000
high-speed  Internet  subscribers from September 30, 2002 to September 30, 2003,
or a  49.4%  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
slight increase in phone revenue for the nine-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  September  30,  2003,  our phone
subscribers  decreased by approximately 55,000 subscribers primarily as a result
of our reduced marketing  efforts.  We anticipate that our phone subscribers may
decrease by up to a total of 175,000 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
increases 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  $107  million  and  $295  million  of  acquisition  and  employee
termination related costs recorded by Broadband during the three and nine months
ended  September  30, 2002,  respectively.  These  decreases  were offset by the
effects of  increases in the costs  related to  high-speed  Internet  subscriber
growth,  increases in labor costs and other  volume  related  expenses,  and the
costs of cable programming occurring in 2003.

     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.

                                       40



<PAGE>

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


Historical Results


<TABLE>
<CAPTION>
                                                                  Three Months Ended
                                                                     September 30,              Increase
                                                                   2003        2002           $           %
                                                                 ---------   ---------    ---------    --------
<S>                                                                 <C>         <C>          <C>          <C>   
Video........................................................       $3,020      $1,180       $1,840       155.9%
High-speed Internet..........................................          586         156          430       275.6
Phone........................................................          189           6          183          NM
Advertising sales............................................          276          93          183       196.8
Other........................................................          152          64           88       137.5
Franchise fees...............................................          151          49          102       208.2
                                                                 ---------   ---------    ---------    --------
     Revenues................................................        4,374       1,548        2,826       182.6
Operating, selling, general and administrative expenses......        2,754         903        1,851       205.0
                                                                 ---------   ---------    ---------    --------
Operating income before depreciation
     and amortization (a)....................................       $1,620        $645         $975       151.2%
                                                                 =========   =========    =========   =========


                                                                   Nine Months Ended
                                                                     September 30,              Increase
                                                                   2003        2002           $           %
                                                                 ---------   ---------    ---------    --------
Video........................................................       $9,038      $3,516       $5,522       157.1%
High-speed Internet..........................................        1,626         415        1,211       291.8
Phone........................................................          618          18          600          NM
Advertising sales............................................          797         274          523       190.9
Other........................................................          453         184          269       146.2
Franchise fees...............................................          453         151          302       200.0
                                                                 ---------   ---------    ---------    --------
     Revenues................................................       12,985       4,558        8,427       184.9
Operating, selling, general and administrative expenses......        8,347       2,662        5,685       213.6
                                                                 ---------   ---------    ---------    --------
Operating income before depreciation
     and amortization (a)....................................       $4,638      $1,896       $2,742       144.6%
                                                                 =========   =========    =========   =========
_______________
<FN>
(a) See footnote (a) on page 39.
</FN>
</TABLE>


     Of the $1.840  billion and $5.522  billion  increases in video revenues for
the  interim  periods  from 2002 to 2003,  $1.771  billion  and $5.303  billion,
respectively, is attributable to the effects of our acquisition of Broadband and
$69  million  and $219  million,  respectively,  relates to changes in rates and
subscriber growth in our historical operations,  driven principally by growth in
digital  subscribers.  From  September  30, 2002 to September 30, 2003, we added
approximately  437,000 digital  subscribers in our historical  operations,  or a
20.7%  increase in digital  subscribers.  During the three and nine months ended
September  30,  2003,  we  added  approximately   318,000  and  649,000  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 September 30, 2002 to September
30, 2003, we added approximately  733,000 high-speed Internet subscribers in our
historical  operations,  or a 54.8% increase in high-speed Internet subscribers.
During  the  three  and  nine  months  ended   September   30,  2003,  we  added
approximately   473,000   and   1,241,000   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  acquisition  of Broadband and 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

                                       41



<PAGE>

                      COMCAST CORPORATION AND SUBSIDIARIES
                                    FORM 10-Q
                        QUARTER ENDED SEPTEMBER 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.

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



<TABLE>
<CAPTION>
                                                                Three Months Ended      Nine Months Ended
                                                                   September 30,          September 30,
                                                                 2003        2002       2003        2002
                                                               ---------   ---------  ---------  ----------
<S>                                                                  <C>          <C>      <C>          <C>
Interest and dividend income..................................       $27          $6       $103         $19
Gains (losses) on sales and exchanges of investments, net.....         4                     26        (101)
Investment impairment losses..................................                    (6)       (70)       (227)
Unrealized (losses) gains on trading securities...............      (110)       (181)       182      (1,621)
Mark to market adjustments on derivatives
     related to trading securities............................       (62)        139       (367)      1,310
Mark to market adjustments on derivatives and
     hedged items.............................................       (41)         (5)      (292)        (82)
                                                               ---------   ---------  ---------  ----------

     Investment loss, net.....................................     ($182)       ($47)     ($418)      ($702)
                                                               =========   =========  =========  ==========
</TABLE>


     We have entered into derivative financial  instruments which we account for
at  fair  value  and  which  limit  our  exposure  to and  benefits  from  price
fluctuations in the common stock of certain of our investments  accounted for as
trading  securities.  Investment  loss, net includes the fair value  adjustments
related to our trading  securities and  derivative  financial  instruments.  The
change in the fair value of our investments accounted for as trading securities,
with the  exception of the Liberty  Series A common  shares,  was  substantially
offset by the changes in the fair values of the related derivatives. The Liberty
Series A common  shares we received in the sale of QVC have been  classified  as
trading securities;  however,  currently there is no corresponding derivative to
hedge this market exposure. As such, the decline in value in these shares during
the quarter is included in investment  loss, net.  Investment  loss, net for the
2003 interim periods also includes the 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 the fair value. Accordingly,  our future results
of  operations  may be  affected by  fluctuations  in the fair value of both the
Liberty  Series A common  stock  and the  derivative  component  of the  Comcast
Exchangeable Notes in future periods.

     Equity in Net Losses of Affiliates

     The  increase  in equity in net losses of  affiliates  for the three  month
interim  period  from  2002 to 2003  is  primarily  attributable  to  losses  of
investees acquired in connection with the Broadband acquisition. The decrease in
equity in net losses of affiliates  for the nine month interim  period from 2002
to 2003 is primarily  attributable  to decreases in the net losses of certain of
our

                                       42



<PAGE>

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


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 changes 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.

     Discontinued operations

     The  decrease in income from  discontinued  operations  for the three month
interim  period from 2002 to 2003 is primarily  attributable  to the 2003 period
including  results through August 31, while the 2002 period includes results for
the full three month interim  period.  The increase in income from  discontinued
operations  for the nine month  interim  period  from 2002 to 2003 is  primarily
attributable  to a decrease in investment  loss, net, offset in part by the 2003
period  including  results  through  August 31,  while the 2002 period  includes
results  for the full nine month  interim  period.  As a result of the sale,  we
recognized a $3.290 billion gain, net of approximately $2.865 billion of related
income taxes.

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


ITEM 4.  DISCLOSURE CONTROLS AND PROCEDURES

     Our chief  executive  officer and our co-chief  financial  officers,  after
     evaluating the effectiveness of our disclosure  controls and procedures (as
     defined  in  the  Securities  Exchange  Act  of  1934  Rules  13a-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
     of  this  Quarterly  Report  on  Form  10-Q  for  a  discussion  of  recent
     developments related to our legal proceedings.



                                       43



<PAGE>

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



ITEM 6.  EXHIBITS AND REPORTS ON FORM 8-K

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

         10.1   Amended and Restated Stock Purchase  Agreement  dated as of June
                30, 2003 among Comcast QVC, Inc., Comcast  Corporation,  Liberty
                Media Corporation,  and QVC, Inc.  (incorporated by reference to
                Exhibit 10.1 to our Current  Report on Form 8-K filed on October
                1, 2003).

         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 5 and 7(c) on
                July 3, 2003 announcing that we had agreed to sell our ownership
                interest in QVC, Inc.,  formerly a consolidated  subsidiary,  to
                Liberty Media Corporation.

         (ii)   We filed a Current Report on Form 8-K under Items 5 and 7 (c) on
                September 17, 2003  announcing  the  disposition of our indirect
                ownership interest in QVC, Inc.




                                       44




<PAGE>

                      COMCAST CORPORATION AND SUBSIDIARIES
                                    FORM 10-Q
                        QUARTER ENDED SEPTEMBER 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: October 31, 2003






                                       45





<PAGE>





                                                                      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: October 31, 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: October 31, 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: October 31, 2003



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




                                                                      Exhibit 32





         Certification Pursuant to Section 906 of the Sarbanes-Oxley Act

                                                                October 31, 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