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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
_________________
FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
Date of report (Date of earliest event reported): October 24, 1997
COMCAST CORPORATION
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(Exact Name of Registrant as Specified in its Charter)
Pennsylvania 0-6983 23-1709202
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(State or Other (Commission File (IRS Employer
Jurisdiction of Number) Identification No.)
Incorporation)
1500 Market Street, Philadelphia, PA 19102-2148
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(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code (215) 665-1700
Item 1. Changes In Control of Registrant.
(a) As of September 30, 1997, Sural Corporation, a Delaware
corporation ("Sural"), owned 1,845,037 shares of Comcast
Corporation ("Comcast") Class A Common Stock and 8,786,250 shares
of Comcast Class B Common Stock, constituting approximately 82% of
the voting power of the two classes of Comcast's voting Common
Stock combined. On October 24, 1997, Ralph J. Roberts, the
Chairman of the Board of Comcast, gifted shares of Class A Common
Stock of Sural to his son, Brian L. Roberts, the President and a
director of Comcast. As a result of the gift, Brian L. Roberts
has sole voting power over stock representing a majority of voting
power of all Sural stock and, therefore, effectively controls
Comcast and its subsidiaries, including Comcast Cable
Communications, Inc., Comcast Cellular Holdings, Inc. and Comcast
UK Cable Partners Limited, which are also subject to the reporting
requirements of the Securities Exchange Act of 1934.
(b) Not applicable.
SIGNATURE
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 hereunto duly authorized.
Dated: October 27, 1997 COMCAST CORPORATION
By: /s/ Arthur R. Block
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Arthur R. Block
Vice President and Senior Deputy
General Counsel