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                                  UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                              Washington, DC 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): July 7, 1999

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

         PENNSYLVANIA                000-06983                 23-1709202
- ----------------------------        ------------            -------------------
(State or other jurisdiction        (Commission               (IRS employer
   of incorporation)                file number)            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
                                                           --------------



ITEM 5.   OTHER EVENTS

On July  7,  1999,  Comcast  Corporation  completed  the  sale  of its  indirect
wholly-owned  subsidiary,  Comcast Cellular Corporation  ("Comcast Cellular") to
SBC Communications  Inc. for $361.1 million in cash and the assumption of $1.315
billion of Comcast Cellular debt.

As of  March  31,  1999,  Comcast  Cellular  provided  telephone  communications
services pursuant to licenses granted by the Federal  Communications  Commission
to more than 862,000  subscribers  in and around the City of  Philadelphia,  the
state of Delaware and a significant portion of the State of New Jersey.




                                    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, thereunto duly authorized.

                                     COMCAST CORPORATION

Dated: July 22, 1999                 By: /s/ Joseph J. Euteneuer
                                         ---------------------------------------
                                         Vice President and Corporate Controller

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