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    As filed with the Securities and Exchange Commission on January 19, 2001
                                                  Registration No. 333-
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                       SECURITIES AND EXCHANGE COMMISSION

                             Washington, D.C. 20549

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

                                    FORM S-3

                             REGISTRATION STATEMENT
                                     UNDER
                           THE SECURITIES ACT OF 1933

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

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

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

        Pennsylvania                                        23-1709202
        --------------                                     ------------
  (State or jurisdiction of                              (I.R.S. Employer
incorporation or organization)                         Identification Number)
                      See Table of Additional Registrants

                               1500 Market Street
                     Philadelphia, Pennsylvania 19102-2148
                                 (215) 665-1700
   (Address, including zip code, and telephone number, including area code,
                 of Registrant's principal executive offices)

                      William E. Dordelman, Vice President
                              Comcast Corporation
                               1500 Market Street
                     Philadelphia, Pennsylvania 19102-2148
                                 (215) 665-1700
(Name, address, including zip code, and telephone number, including area code,
                             of agent for service)

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

                          Copies of communications to:
                            Richard A. Drucker, Esq.
                             Davis Polk & Wardwell
                              450 Lexington Avenue
                            New York, New York 10017
                                 (212) 450-4000

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

     Approximate Date of Commencement of Proposed Sale to the Public: From time
to time after this Registration Statement becomes effective.
     If the only securities being registered on this form are being offered
pursuant to dividend or interest reinvestment plans, please check the following
box.(__)
     If any of the securities being registered on this Form are to be offered
on a delayed or continuous basis pursuant to Rule 415 under the Securities Act
of 1933, as amended (the "Securities Act"), other than securities offered only
in connection with dividend or interest reinvestment plans, please check the
following box.(X)
     If this form is filed to register additional securities for an offering
pursuant to Rule 462(b) under the Securities Act, please check the following
box and list the Securities Act registration statement number of the earlier
effective registration statement for the same offering.(__)
     If this form is a post-effective amendment filed pursuant to Rule 462(c)
under the Securities Act, check the following box and list the Securities Act
registration number of the earlier effective registration statement for the
same offering.(__)
     If delivery of the prospectus is expected to be made pursuant to Rule 434,
please check the following box.(__)

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



                                                      CALCULATION OF REGISTRATION FEE
====================================================================================================================================
                                                                               Proposed maximum    Proposed maximum       Amount of
                 Title of each class of                       Amount to         offering price    aggregate offering    registration
              securities to be registered                  be registered(1)       per unit(2)          price(2)             fee(3)
                                                                                                            
- ------------------------------------------------------------------------------------------------------------------------------------
Senior Debt Securities and Subordinated Debt Securities
  (collectively, "Debt Securities").....................
Preferred Stock, without par value......................
Depositary Shares representing Preferred Stock..........
Class A Common Stock, $1.00 par value...................
Class A Special Common Stock, $1.00 par value...........
Warrants................................................
Purchase Contracts......................................
Units...................................................
Preferred Securities of Comcast Corporation Trust I.....
Preferred Securities of Comcast Corporation Trust II....
Preferred Securities of Comcast Corporation Trust III...
Guarantee of Preferred Securities of Comcast Corporation
  Trust I, Comcast Corporation Trust II and Comcast
  Corporation Trust III(4)..............................    $4,000,000,000            100%           $4,000,000,000       $1,000,000
====================================================================================================================================

(1)  Such amount in U.S. dollars as shall result in an aggregate initial
     offering price for all securities of $4,000,000,000. The Prospectus herein
     covers $4,336,775,844 of securities, including securities for which a
     registration fee of $93,624 has been previously paid in connection with
     the registration statement referred to below. In addition, this
     Registration Statement includes such presently indeterminate number of
     Securities (as defined herein) as may be issuable from time to time upon
     conversion or exchange of the Securities being registered hereunder.
(2)  Estimated solely for the purpose of calculating the registration fee.
(3)  The registration fee has been calculated in accordance with Rule 457(o)
     under the Securities Act of 1933, as amended, and reflects the offering
     price rather than the principal amount of any Debt Securities issued at a
     discount or liquidation value of any Preferred Stock.
(4)  Comcast Corporation is also registering under this registration statement
     all other obligations that it may have with respect to Preferred
     Securities issued by Comcast Corporation Trust I, Comcast Corporation
     Trust II and Comcast Corporation Trust III. No separate consideration will
     be received for any Guarantee or any other such obligations.

     Pursuant to Rule 429 promulgated under the Securities Act of 1933, the
Prospectus which forms a part of this Registration Statement also relates to
the remaining $336,775,844 initial offering price of Securities registered
under the Registrant's Registration Statement on Form S-3, File No. 333-81391,
which was declared effective on September 15, 1999.

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

     THE REGISTRANT HEREBY AMENDS THIS REGISTRATION STATEMENT ON SUCH DATE OR
DATES AS MAY BE NECESSARY TO DELAY ITS EFFECTIVE DATE UNTIL THE REGISTRANT
SHALL FILE A FURTHER AMENDMENT WHICH SPECIFICALLY STATES THAT THIS REGISTRATION
STATEMENT SHALL THEREAFTER BECOME EFFECTIVE IN ACCORDANCE WITH SECTION 8(a) OF
THE SECURITIES ACT OF 1933 OR UNTIL THE REGISTRATION STATEMENT SHALL BECOME
EFFECTIVE ON SUCH DATE AS THE COMMISSION, ACTING PURSUANT TO SAID SECTION 8(a),
MAY DETERMINE.
- -------------------------------------------------------------------------------




                             Additional Registrants

Comcast Corporation Trust I              Delaware             To be applied for

Comcast Corporation Trust II             Delaware             To be applied for

Comcast Corporation Trust III            Delaware             To be applied for

(Exact name of registrant      (State of Other Jurisdiction   (I.R.S. Employer
  as Specified in its              or Incorporation or       Identification No.)
      Charter)                        Organization)


                                       2





The information in this prospectus is not complete and may be changed. We may
not sell these securities until the registration statement filed with the
Securities and Exchange Commission is effective. This prospectus is not an
offer to sell these securities and we are not soliciting offers to buy these
securities in any state where the offer is not permitted.

PROSPECTUS Subject to Completion
Issued January 19, 2001

                                         Comcast Corporation
                                         COMCAST CORPORATION TRUST I
$4,336,775,844                           COMCAST CORPORATION TRUST II
                                         COMCAST CORPORATION TRUST III
                                         1500 Market Street
                                         Philadelphia, Pennsylvania 19102-2148
                                         (215) 665-1700

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

     The following are types of securities that we may offer and sell under
this prospectus:

     o Unsecured senior debt securities           o Preferred Stock
     o Unsecured subordinated debt securities     o Depositary shares
     o Warrants                                   o Class A Special Common Stock
     o Purchase contracts                         o Class A Common Stock
     o Units

     Our Class A Special Common Stock is quoted on The Nasdaq National Market
System under the ticker symbol "CMCSK" and our Class A Common Stock is quoted
on The Nasdaq National Market System under the ticker symbol "CMCSA". On
January 18, 2001, the last reported sales prices on The Nasdaq National Market
System for our Class A Special Common Stock and our Class A Common Stock were
$44 1/16 and $43 15/16, respectively.

     In addition, we, in conjunction with our newly created trust subsidiaries,
may offer and sell:

     o Guaranteed trust preferred securities

     We will describe in a prospectus supplement, which must accompany this
prospectus, the securities we are offering and selling, as well as the specific
terms of the securities. Those terms may include:

     o Maturity                               o Redemption terms
     o Interest rate                          o Listing on a securities exchange
     o Sinking fund terms                     o Amount payable at maturity
     o Currency of payments                   o Conversion or exchange rights
     o Dividends                              o Liquidation amount

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

     Investing in the securities involves risks that are described under the
caption "Risk Factors" beginning on page 3.

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

     The Securities and Exchange Commission and state securities regulators
have not approved or disapproved these securities, or determined if this
prospectus is truthful or complete. Any representation to the contrary is a
criminal offense.

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

     We may offer the securities in amounts, at prices and on terms determined
at the time of offering. We and our trust subsidiaries may sell the securities
directly to you, through agents we select, or through underwriters and dealers
we select. If we use agents, underwriters or dealers to sell the securities, we
will name them and describe their compensation in a prospectus supplement.

January __, 2001.





                               TABLE OF CONTENTS


                                                                                                               Page
                                                                                                               ----
                                                                                                            
Risk Factors......................................................................................................3
Special Note Regarding Forward-Looking Statements.................................................................6
Comcast Corporation...............................................................................................7
Trust Subsidiaries................................................................................................7
Use of Proceeds...................................................................................................8
Dividend Policy...................................................................................................8
Ratio of Earnings to Fixed Charges and to Combined Fixed Charges and Preferred Stock Dividends....................8
Description of the Senior Debt Securities and Subordinated Debt Securities........................................9
Description of Warrants..........................................................................................19
Description of Purchase Contracts................................................................................20
Description of Units.............................................................................................20
Description of the Guaranteed Trust Preferred Securities.........................................................20
Description of the Guaranteed Trust Preferred Securities Guarantees..............................................22
Global Securities................................................................................................25
Description of Preferred Stock...................................................................................26
Description of Depositary Shares.................................................................................27
Description of Common Stock......................................................................................29
Plan of Distribution.............................................................................................31
Legal Matters....................................................................................................31
Experts..........................................................................................................32
Available Information............................................................................................32
Incorporation of Certain Documents by Reference..................................................................33




                                       2

                                  RISK FACTORS

     You should carefully review the information contained in this prospectus
and in the other reports we file with the SEC, but should particularly consider
the following matters.

We depend on the operating results of our subsidiaries.

     Our ability to pay our obligations, including our obligation to make
payments on the securities we are offering, depends, in part, upon our
subsidiaries repaying investments and advances we have made to them and upon
their earnings and their distributing those earnings to us. Our subsidiaries'
ability to pay dividends or make other payments or advances to us will depend
upon their operating results and will be subject to applicable laws and
contractual restrictions, including provisions in loan agreements which may
require them to maintain certain financial ratios, restrict their ability to
pay dividends or pay management fees or otherwise advance funds to us.

     Our debt securities will be effectively subordinated to all our
subsidiaries' liabilities, consisting primarily of their third party
indebtedness and their trade payables. This means that our subsidiaries must
pay their creditors in full before their assets are available to us to pay you.

Our ability to successfully integrate our new cable communications operations
may adversely affect our future results of operations.

     We have acquired and we anticipate acquiring cable communications systems
in new communities in which we do not have established relationships with the
local franchising authority, community leaders and cable subscribers. 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.

We are subject to regulation by federal, state and local governments.

     The federal, state and local governments extensively regulate the cable
communications industry. We expect that court actions and regulatory
proceedings will refine the rights and obligations of various parties,
including the government, under the Communications Act of 1934, as amended. The
results of these judicial and administrative proceedings may materially affect
our business operations. Local authorities grant us franchises that permit us
to operate our cable systems. We have to renew or renegotiate these franchises
from time to time. We cannot predict whether we will be able to renew our
franchises or the terms that we may be able to negotiate.

We face a wide range of competition in areas served by our cable systems, which
could adversely affect our future results of operations.

     Our cable communications systems compete with a number of different
sources which provide news, information and entertainment programming to
consumers. We compete directly with program distributors and other companies
that use satellites, build competing cable systems in the same communities we
serve or otherwise provide programming and other communications services to our
subscribers and potential subscribers. In addition, federal law now allows
local telephone companies to provide directly to subscribers a wide variety of
services that are competitive with our cable communications services. Some
local telephone companies provide, or have announced plans to provide, video
services within and outside their telephone service areas through a variety of
methods, including broadband cable networks, satellite program distribution and
wireless transmission facilities.

Our competition may increase because of technological advances and new
regulatory requirements, which could adversely affect our future results of
operations.

     Recently, a number of companies, including telephone companies and
Internet Service Providers, commonly known as ISPs, have asked local, state and
federal government authorities to mandate that cable communications operators
provide capacity on their broadband infrastructure so that these companies and
others may deliver Internet and other interactive television services directly
to customers over cable facilities. Some cable operators, including us, have
initiated litigation challenging municipal efforts to unilaterally impose
so-called "open access" requirements. The few court decisions dealing with this
issue have been inconsistent. The Federal Communications Commission, commonly
known as the FCC, recently initiated a regulatory proceeding to

                                       3

consider "open access" and related regulatory issues, and in connection with
its review of the AOL-Time Warner merger, imposed, together with the Federal
Trade Commission, "open access," technical performance and other requirements
related to the merged company's Internet and Instant Messaging platforms.
Whether the policy framework reflected in these agencies' merger reviews will
be imposed on an industry-wide basis is uncertain. In addition, numerous
companies, including telephone companies, have introduced Digital Subscriber
Line technology, known as DSL, which will allow Internet access to subscribers
at data transmission speeds equal to or greater than that of modems over
conventional telephone lines.

     We expect other advances in communications technology, as well as changes
in the marketplace and the regulatory and legislative environment to occur in
the future. Other new technologies and services may develop and may compete
with services that our cable communications systems offer. The success of these
ongoing and future developments could have a negative impact on our business
and operations.

Our cost of providing programming may increase.

     We generally pay either a monthly fee per subscriber per channel or a
percentage of certain revenues for programming. Our programming costs are
increased by increases in the number of subscribers, expansion of the number of
channels provided to customers, and increases in contract rates from
programming suppliers. Our programming contracts are generally for a fixed
period of time and are subject to negotiated renewal. We have experienced
increases in our cost of programming and we anticipate that future contract
renewals will result in programming costs that are higher than our costs today,
particularly for sports programming, which could make our services less
competitive.

     We recently formed a joint venture with other companies, including various
cable companies, to develop and utilize an interactive programming guide,
commonly known as an IPG, that will provide subscribers with current
programming information, as well as advertising and other content. If this
venture does not develop as expected, we may be required to utilize other IPG
services that would likely be substantially more expensive than the joint
venture and that may provide fewer opportunities for us to launch new services
or to cross-promote our other services.

     We are subject to increasing financial and other demands by broadcasters
to obtain the required consent for the transmission of broadcast programming to
our subscribers. We cannot predict the financial impact of these negotiations
or the effect on our subscribers should we be required to stop offering this
programming.

Our cost to attach our cable to utility poles may substantially increase.

     A federal appellate court recently determined that the FCC did not have
authority to regulate the rates, terms and conditions of cable operators' pole
attachments that are simultaneously used to provide high-speed Internet access
and cable services. Based upon this decision, a number of companies that
control utility poles in the areas served by us have already announced and
implemented significant increases in the rates charged for cable pole
attachments. Although the adverse appellate court decision has been stayed
pending review by the United States Supreme Court, if the decision is not
reversed, the rates, terms and conditions imposed by utilities on cable
operators for pole attachments located in states in which pole attachments are
regulated by the FCC will likely become more onerous.

We face competition in electronic retailing from the retail industry and other
satellite-transmitted programs, which could affect QVC's future results of
operations.

     QVC, our electronic retailing subsidiary, is a domestic and international
electronic media general merchandise retailer which produces and distributes
merchandise-focused television programs, via satellite, to affiliated video
program providers for retransmission to subscribers. QVC operates in a highly
competitive environment. As a general merchandise retailer, QVC competes for
consumer expenditures and interest with the entire retail industry, including
department, discount, warehouse and specialty stores, mail order, Internet and
other direct sellers, shopping center and mall tenants and conventional retail
stores. On television, QVC competes with other satellite-transmitted programs
for channel space and viewer loyalty. Many systems have limited channel
capacity and therefore may be precluded from carrying the QVC program.

                                       4

The QVC program may experience transmission failures, which could significantly
affect QVC's future results of operations.

     The QVC broadcast is transmitted via communications satellite, both
domestically and internationally. In each country in which QVC operates, QVC
has made arrangements for redundant satellite distribution in the event of a
transmission interruption or complete failure. Interruption or termination of
satellite transmission due to transponder failure could have a material adverse
effect on QVC's future results of operations.

Our indentures do not restrict our ability to incur additional indebtedness,
which could make our debt securities more risky in the future.

     As of September 30, 2000, our consolidated indebtedness was $9.924
billion, of which $7.615 billion was issued by our subsidiaries and was senior
to debt obligations at Comcast Corporation. As of September 30, 2000, our
consolidated stockholders' equity was $14.622 billion. The indentures that
govern the terms of our debt do not restrict our ability or our subsidiaries'
ability to incur additional indebtedness. The degree to which we incur
additional debt could have important consequences to holders of the securities,
including:

     o limiting our ability to obtain any necessary financing in the future for
working capital, capital expenditures, debt service requirements or other
purposes;

     o requiring us to dedicate a substantial portion of our cash flows from
operations to the payment of indebtedness and not for other purposes, such as
working capital and capital expenditures;

     o limiting our flexibility to plan for, or react to, changes in our
businesses;

     o making us more indebted than some of our competitors, which may place us
at a competitive disadvantage; and

     o making us more vulnerable to a downturn in our businesses.

Because Comcast Class A Special Common Stock is non-voting, you will have no
right in the election of directors.

     Comcast's authorized common stock consists of 200,000,000 shares of Class
A Common Stock, 2,500,000,000 shares of Class A Special Common stock and
50,000,000 shares of Class B Common Stock, of which 21,832,250 shares of Class
A Common Stock, 907,952,668 shares of Class A Special Common Stock, and
9,444,375 shares of Class B Common Stock were outstanding as of December 31,
2000. Holders of Comcast's Class A Special Common Stock cannot vote in the
election of directors or otherwise, except where class voting is required by
law. In that case, holders of Class A Special Common Stock have one vote per
share. Generally, holders of Class A Common Stock have one vote per share.
Holders of Class B Common Stock have 15 votes per share. Generally, including
the election of directors, holders of Class A Common Stock and Class B Common
Stock vote as one class, except where class voting is required by law.

The voting control of Comcast's principal shareholder may discourage third
party acquisitions of Comcast at a premium.

     As of November 30, 2000, Sural Corporation owned all 9,444,375 shares of
our outstanding Class B Common Stock, 9,581,288 shares of our outstanding Class
A Special Common Stock and 136,913 shares of our outstanding Class A Common
Stock. Mr. Brian L. Roberts, President of Comcast, controls Sural and is deemed
to be the beneficial owner of the shares of Class A and Class B Common Stock
owned by Sural. In addition, as of November 30, 2000, Mr. Roberts was the
beneficial owner of an additional 114,222 shares of Class A Special Common
Stock and 1,356 shares of Class A Common Stock, including 2,712 shares of Class
A Special Common Stock and 1,356 shares of Class A Common Stock owned by his
wife, as to which he disclaims beneficial ownership. Since each share of Class
B Common Stock is entitled to 15 votes, the shares of Class A Common Stock and
Class B Common Stock owned by Sural and Mr. Roberts constitute approximately
87% of the voting power of the two classes of our voting common stock combined.
Mr. Roberts' beneficial ownership, directly and through Sural, allows Mr.
Roberts to control substantially all actions to be taken by our shareholders,
including the election of directors to our Board of Directors. This voting
control may have the effect of discouraging offers to acquire Comcast because
the consummation of any such acquisition would effectively require the consent
of Mr. Roberts and may preclude holders of our common stock from receiving any
premium above

                                       5

market price for their shares that may be offered in connection with any
attempt to acquire control of Comcast.

Comcast's articles of incorporation and bylaws contain anti-takeover provisions
which may discourage a third party from offering to acquire Comcast's shares at
a premium.

     Certain provisions of our articles of incorporation and bylaws could have
the effect of making it more difficult for a third party to acquire, or
discouraging a third party from acquiring, a majority of our outstanding
capital stock and could make it more difficult to consummate certain types of
transactions involving an actual or potential change of control in Comcast,
such as a merger, tender offer or proxy contest. The most significant of these
is the disparate voting rights of our common stock described above.
Additionally, shares of our preferred stock may be issued in the future without
further shareholder approval and upon such terms and conditions, and having
such rights, privileges and preferences, as our Board of Directors may
determine. Our Board of Directors may create and issue a series of preferred
stock with rights, privileges or preferences that have the effect of
discriminating against an existing or prospective shareholder if that
shareholder owns or commences a tender offer for a substantial amount of our
common stock. This action may, in turn, delay, discourage or prevent a change
of control of Comcast without any action by our shareholders. As a result of
the provisions mentioned above, our shareholders may fail to receive any
premium above the market price of our stock offered by a third party attempting
to acquire control of Comcast.

The securities we are offering may not develop an active public market, which
could depress the resale price of the securities.

     The securities we are offering, other than our Class A Common Stock and
Class A Special Common Stock, will be new issues of securities for which there
is currently no trading market. We cannot predict whether an active trading
market for the securities will develop or be sustained. If an active trading
market were to develop, the securities could trade at prices that may be lower
than the initial offering price of the securities.

     In addition, the guaranteed trust preferred securities may trade at a
price that does not fully reflect the value of accrued but unpaid interest on
the underlying subordinated debt securities. This could have adverse tax
consequences to you if you dispose of your guaranteed trust preferred
securities between record dates for payments. See any accompanying prospectus
supplement relating to guaranteed trust preferred securities for more
information on the tax implications of your purchase of guaranteed trust
preferred securities.

               SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS

     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 providers to carry our content and

     o general economic conditions.

     In this prospectus and in the documents we incorporate by reference, we
state our beliefs of future events and 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

                                       6

evaluating those statements, you should specifically consider various factors,
including the risks outlined under "Risk Factors" above. Those factors may
cause our actual results to differ materially from any of our forward-looking
statements.

                              COMCAST CORPORATION

     We are principally involved in three lines of business:

     o Cable-through the development, management and operation of broadband
communications networks,

     o Commerce-through QVC, our electronic retailing subsidiary, and

     o Content-through our consolidated subsidiaries Comcast-Spectacor, Comcast
SportsNet and E! Entertainment Television, and through our other programming
investments, including The Golf Channel, Speedvision and Outdoor Life.

     We are currently the third largest cable operator in the United States and
are in the process of deploying digital video applications and high-speed cable
modem service to expand the products available on our cable communications
networks.

     Our consolidated cable operations served approximately 7.7 million
subscribers and passed approximately 12.9 million homes in the United States as
of December 31, 2000. We have entered into a transaction to acquire, subject to
receipt of necessary regulatory and other approvals, cable systems serving
approximately 700,000 cable subscribers. Upon completion of this pending
transaction, we will serve approximately 8.4 million subscribers.

     Through QVC, we market a wide variety of products directly to consumers
primarily on merchandise-focused television programs. As of November 30, 2000,
QVC was available, on a full and part-time basis, to over 77 million homes in
the United States, over 8 million homes in the United Kingdom and Ireland and
over 22 million homes in Germany.

     We are a Pennsylvania corporation that was organized in 1969. We have our
principal executive offices at 1500 Market Street, Philadelphia, Pennsylvania
19102-2148. Our telephone number is (215) 665-1700. We also have a world wide
web site at http://www.comcast.com. The information posted on our web site is
not incorporated into this prospectus.

                               TRUST SUBSIDIARIES

     Comcast Corporation Trust I, Comcast Corporation Trust II and Comcast
Corporation Trust III are statutory business trusts formed under Delaware law
under separate declarations of trust on June 16, 1999. We executed, as sponsor
for each trust, together with the relevant trustees, declarations of trust with
respect to each trust subsidiary and will execute together with the relevant
trustees and institutional trustee, an amended and restated declaration of
trust that provides for the issuance of guaranteed trust preferred securities,
when we issue them. Any reference to the "declaration" means the original
declaration prior to such issuance, and the amended and restated declaration
following issuance, unless otherwise indicated.

     Each of our trust subsidiaries exists for the exclusive purposes of:

     o issuing the guaranteed trust preferred securities and common securities
representing undivided beneficial interests in its assets;

     o investing the gross proceeds of the guaranteed trust preferred
securities and common securities in our subordinated debt securities; and

     o engaging in only those other activities necessary or incidental to the
first two purposes.

We will directly or indirectly own all of the common securities of each of our
trust subsidiaries. The common securities will have an aggregate liquidation
amount equal to no less than 3 percent of the total

                                       7

capital of each trust subsidiary. The common securities will rank equally with,
and each trust subsidiary will make payments on the common securities in
proportion to, the guaranteed trust preferred securities, except that if an
event of default occurs under the declaration, our rights as holder of the
common securities to payments will be subordinated to your rights as holder of
the guaranteed trust preferred securities. Each of our trust subsidiaries has a
term of 55 years, but may terminate earlier as provided in its declaration.
Each trust subsidiary's business and affairs will be conducted by the trustees
we appoint, as the direct or indirect holder of all the common securities. We,
as holder of the common securities, are entitled to appoint, remove or replace
any of, or increase or decrease the number of, the trustees of each trust
subsidiary. The trustees' duties and obligations are governed by the trust
subsidiaries' declarations. Prior to the issuance of any guaranteed trust
preferred securities, we will ensure that a majority of each trust subsidiary's
trustees are persons who are our employees or officers or affiliates and that
one trustee of each trust subsidiary is a financial institution that is not an
affiliate of ours. The unaffiliated financial institution will act as
institutional trustee and as indenture trustee for purposes of the Trust
Indenture Act of 1939, pursuant to the terms set forth in a prospectus
supplement. In addition, unless the institutional trustee maintains a principal
place of business in the State of Delaware, and otherwise meets the
requirements of applicable law, one trustee of each trust subsidiary will have
its principal place of business or reside in the State of Delaware. We will pay
each trust subsidiary's fees and expenses, including those relating to any
offering of guaranteed trust preferred securities. In addition, we guarantee
payments on the guaranteed trust preferred securities to the extent our trust
subsidiaries can themselves make payments on the guaranteed trust preferred
securities.

     Each trust subsidiary's principal place of business is c/o Comcast
Corporation, 1500 Market Street, Philadelphia, Pennsylvania 19102-2148.

                                USE OF PROCEEDS

     We intend to use the net proceeds from the sale of the securities for
working capital and general corporate purposes. We may also invest the proceeds
in certificates of deposit, United States government securities or certain
other interest bearing securities. If we decide to use the net proceeds from a
particular offering of securities for a specific purpose, we will describe that
in a prospectus supplement. Each of our trust subsidiaries will use all
proceeds received from the sale of the guaranteed trust preferred securities to
purchase subordinated debt securities from us.

                                DIVIDEND POLICY

     Our Board of Directors eliminated the quarterly cash dividend on all
classes of our common stock in March 1999. We do not intend to pay dividends on
our common stock for the foreseeable future.

        RATIO OF EARNINGS TO FIXED CHARGES AND TO COMBINED FIXED CHARGES
                         AND PREFERRED STOCK DIVIDENDS

     The following table sets forth our historical ratio of earnings to fixed
charges and to combined fixed charges and preferred stock dividends from
continuing operations. Earnings consist of income (loss) from continuing
operations before income taxes, extraordinary items, cumulative effect of
accounting changes, equity in net losses of affiliates and fixed charges. Fixed
charges consist of interest expense and capitalized interest. Combined fixed
charges and preferred stock dividends consist of fixed charges, as defined
above, and the amount of pre-tax earnings required to pay the dividends on our
preferred stock.



                                                      Nine Months Ended
                                                        September 30,                         Years Ended December 31,
                                                    --------------------        --------------------------------------------------
                                                    2000            1999        1999         1998       1997       1996       1995
                                                    ----            ----        ----         ----       ----       ----       ----
                                                                                                        
Ratio of earnings to fixed charges...........          5.29x          5.52x       3.79x      5.54x      1.45x      1.45x     1.48x
Ratio of earnings to combined fixed charges
 and preferred stock dividends...............          4.95x          5.07x       3.50x      5.05x      1.38x      1.44x     1.48x


                                       8

                 DESCRIPTION OF THE SENIOR DEBT SECURITIES AND
                          SUBORDINATED DEBT SECURITIES

     Our debt securities, consisting of notes, debentures or other evidences of
indebtedness, may be issued from time to time in one or more series:

     o in the case of senior debt securities, under a senior indenture dated as
of June 15, 1999 between us and The Bank of New York (as successor in interest
to Bank of Montreal Trust Company), as trustee; and

     o in the case of subordinated debt securities, under a subordinated
indenture dated as of June 15, 1999 between us and Bankers Trust Company, as
trustee.

     The senior indenture and the subordinated indenture are included as
exhibits to the registration statement of which this prospectus is a part.

     Because the following is only a summary of the indentures and the debt
securities, it does not contain all information that you may find useful. For
further information about the indentures and the debt securities, you should
read the indentures. As used in this Section of the prospectus and under
captions "Description of Debt Warrants," "Description of Common Stock,"
"Description of Purchase Contracts" and "Description of Units," the terms we,
us and our mean Comcast Corporation only, and not subsidiaries of Comcast
Corporation.

General

     The senior debt securities will constitute unsecured and unsubordinated
obligations of ours and the subordinated debt securities will constitute
unsecured and subordinated obligations of ours. A detailed description of the
subordination provisions is provided below under the caption "Certain Terms of
the Subordinated Debt Securities -- Subordination". In general, however, if we
declare bankruptcy, holders of the senior debt securities will be paid in full
before the holders of subordinated debt securities will receive anything.

     We are a holding company and conduct all of our operations through
subsidiaries. Consequently, our ability to pay our obligations, including our
obligation to pay interest on the debt securities, to repay the principal
amount of the debt securities at maturity or upon redemption or to buy back the
debt securities will depend upon our subsidiaries paying us management fees
under the terms of our management agreements with them and repaying investments
and advances we have made to them, and upon our subsidiaries' earnings and
their distributing those earnings to us. Our subsidiaries are separate and
distinct legal entities and have no obligation, contingent or otherwise, to pay
any amounts due on the debt securities or to make funds available to us to do
so. Our subsidiaries' ability to pay dividends or make other payments or
advances to us will depend upon their operating results and will be subject to
applicable laws and contractual restrictions. In addition, some of our
subsidiaries' loan agreements require them to maintain financial ratios and
cash flow levels and contain restrictions on their ability to make dividend
payments, pay management fees and make advances to affiliated entities,
including us. The indentures will not limit our subsidiaries' ability to enter
into other agreements that prohibit or restrict dividends or other payments or
advances to us.

     You should look in the prospectus supplement for the following terms of
the debt securities being offered:

     o the designation of the debt securities;

     o the aggregate principal amount of the debt securities;

     o the percentage of their principal amount (i.e. price) at which the debt
securities will be issued;

     o the date or dates on which the debt securities will mature and the
right, if any, to extend such date or dates;

     o the rate or rates, if any, per year, at which the debt securities will
bear interest, or the method of determining such rate or rates;

     o the date or dates from which such interest will accrue, the interest
payment dates on which such interest will be payable or the manner of
determination of such interest payment dates and the record dates for the
determination of holders to

                                       9

whom interest is payable on any interest payment dates;

     o the right, if any, to extend the interest payment periods and the
duration of that extension;

     o provisions for a sinking fund purchase or other analogous fund, if any;

     o the period or periods, if any, within which, the price or prices of
which, and the terms and conditions upon which the debt securities may be
redeemed, in whole or in part, at our option or at your option;

     o the form of the debt securities;

     o any provisions for payment of additional amounts for taxes and any
provision for redemption, if we must pay such additional amounts in respect of
any debt security;

     o the terms and conditions, if any, upon which we may have to repay the
debt securities early at your option and the price or prices in the currency or
currency unit in which the debt securities are payable;

     o the currency, currencies or currency units for which you may purchase
the debt securities and the currency, currencies or currency units in which
principal and interest, if any, on the debt securities may be payable;

     o the terms and conditions, if any, pursuant to which the debt securities
may be converted or exchanged for the cash value of other securities issued by
us or by a third party; and

     o any other terms of the debt securities, including any additional events
of default or covenants provided for with respect to the debt securities, and
any terms which may be required by or advisable under applicable laws or
regulations.

     You may present debt securities for exchange and you may present debt
securities for transfer in the manner, at the places and subject to the
restrictions set forth in the debt securities and the prospectus supplement. We
will provide you those services without charge, although you may have to pay
any tax or other governmental charge payable in connection with any exchange or
transfer, as set forth in the indenture.

     Debt securities will bear interest at a fixed rate or a floating rate.
Debt securities bearing no interest or interest at a rate that at the time of
issuance is below the prevailing market rate may be sold at a discount below
their stated principal amount. Special United States federal income tax
considerations applicable to any such discounted debt securities or to certain
debt securities issued at par which are treated as having been issued at a
discount for United States federal income tax purposes will be described in the
relevant prospectus supplement.

     We may issue debt securities with the principal amount payable on any
principal payment date, or the amount of interest payable on any interest
payment date, to be determined by reference to one or more currency exchange
rates, securities or baskets of securities, commodity prices or indices. You
may receive a payment of principal on any principal payment date, or a payment
of interest on any interest payment date, that is greater than or less than the
amount of principal or interest otherwise payable on such dates, depending upon
the value on such dates of the applicable currency, security or basket of
securities, commodity or index. Information as to the methods for determining
the amount of principal or interest payable on any date, the currencies,
securities or baskets of securities, commodities or indices to which the amount
payable on such date is linked and certain additional tax considerations will
be set forth in the applicable prospectus supplement.

Certain Terms of the Senior Debt Securities

   Certain Covenants

     Financial Information. We will file with the trustee, within 15 days after
we are required to file the same under the Securities Exchange Act, copies of
the annual reports and the information, documents and other reports to be filed
pursuant to Section 13 or 15(d) of the Securities Exchange Act.

     Consolidation, Merger and Sale of Assets. We may not consolidate with,
merge with or into, or sell, convey, transfer, lease, or otherwise dispose of
all or substantially all of our property and assets, as an entirety or
substantially an entirety in one transaction or a series of related
transactions, to any person (other than a consolidation with or merger with or
into or a sale, conveyance, transfer, lease or other disposition to a
wholly-owned subsidiary with a positive net worth; provided that, in connection
with any merger of us and a wholly-owned subsidiary, no consideration other
than common stock in the

                                       10

surviving person or of ours shall be issued or distributed to our stockholders)
or permit any person to merge with or into us unless:

     o we are the continuing person or the person (if other than us) formed by
such consolidation or into which we are merged or that acquired or leased our
property and assets shall be a corporation organized and validly existing under
the laws of the United States of America or any jurisdiction thereof and shall
expressly assume, by a supplemental indenture, executed and delivered to the
trustee, all of our obligations on all of the debt securities and under the
indenture;

     o immediately after giving effect to such transaction, no default or event
of default shall have occurred and be continuing; and

     o we deliver to the trustee an officers' certificate and opinion of
counsel, in each case stating that such consolidation, merger, or transfer and
such supplemental indenture complies with this provision and that all
conditions precedent provided for in the indenture and the debt securities
relating to such transaction have been complied with; provided, however, that
the foregoing limitations will not apply if, in the good faith determination of
our board of directors, whose determination must be set forth in a board
resolution, the principal purpose of such transaction is to change our state of
incorporation; and provided further that any such transaction shall not have as
one of its purposes the evasion of the foregoing limitations.

   Events of Default

     An event of default for a series of senior debt securities is defined
under the senior indenture as being:

     o our default in the payment of principal or premium on the senior debt
securities of such series when the same becomes due and payable whether at
maturity, upon acceleration, redemption, or otherwise;

     o our default in the payment of interest on any senior debt securities of
such series when the same becomes due and payable, if that default continues
for a period of 30 days;

     o we default in the performance of or we breach any of our other covenants
or agreements in the senior indenture applicable to all the senior debt
securities or applicable to senior debt securities of that series and that
default or breach continues for a period of 90 consecutive days after we
receive written notice from the trustee or from the holders of 25% or more in
aggregate principal amount of the senior debt securities of such series;

     o a court having jurisdiction enters a decree or order for:

          o relief in respect of us in an involuntary case under any applicable
     bankruptcy, insolvency, or other similar law now or hereafter in effect;

          o appointment of a receiver, liquidator, assignee, custodian,
     trustee, sequestrator, or similar official of us or for all or
     substantially all of our property and assets; or

          o the winding up or liquidation of our affairs and such decree or
     order shall remain unstayed and in effect for a period of 180 consecutive
     days.

     o we:

          o commence a voluntary case under any applicable bankruptcy,
     insolvency, or other similar law now or hereafter in effect, or consent to
     the entry of an order for relief in an involuntary case under any such
     law;

          o consent to the appointment of or taking possession by a receiver,
     liquidator, assignee, custodian, trustee, sequestrator, or similar
     official of ours or for all or substantially all of our property and
     assets; or

          o effect any general assignment for the benefit of creditors.

     If an event of default other than an event of default specified in the
last two bullet points above occurs with respect to an issue of senior debt
securities and is continuing under the indenture, then, and in each and every
such case, either the trustee or the holders of not less than 25% in aggregate
principal amount of such senior debt securities then outstanding under the
indenture by written notice to us and to the trustee, if such notice is given
by the holders, may, and the trustee at the request of such holders shall,
declare the principal amount of and accrued interest, if any, on such senior
debt securities to be immediately due and payable. Unless otherwise

                                       11

specified in the prospectus supplement relating to a series of debt securities
originally issued at a discount, the amount due upon acceleration shall include
only the original issue price of the debt securities, the amount of original
issue discount accrued to the date of acceleration and accrued interest, if
any.

     Upon a declaration of acceleration, such principal amount of and accrued
interest, if any, on such senior debt securities shall be immediately due and
payable. If an event of default specified in the last two bullet points above
occurs with respect to us, the principal amount of and accrued interest, if
any, on each issue of senior debt securities then outstanding shall be and
become immediately due and payable without any notice or other action on the
part of the trustee or any holder. Upon certain conditions such declarations
may be rescinded and annulled and past defaults may be waived by the holders of
a majority in aggregate principal amount of an issue of senior debt securities
that has been accelerated. Furthermore, subject to various provisions in the
senior indenture, the holders of at least a majority in aggregate principal
amount of an issue of senior debt securities by notice to the trustee, may
waive an existing default or event of default with respect to such senior debt
securities and its consequences, except a default in the payment of principal
of or interest on such senior debt securities or in respect of a covenant or
provision of the indenture which cannot be modified or amended without the
consent of the holders of each such senior debt securities. Upon any such
waiver, such default shall cease to exist, and any event of default with
respect to such senior debt securities shall be deemed to have been cured, for
every purpose of the senior indenture; but no such waiver shall extend to any
subsequent or other default or event of default or impair any right consequent
thereto. For information as to the waiver of defaults, see "--Modification and
Waiver."

     The holders of at least a majority in aggregate principal amount of an
issue of senior debt securities may direct the time, method, and place of
conducting any proceeding for any remedy available to the trustee or exercising
any trust or power conferred on the trustee with respect to such senior debt
securities. However, the trustee may refuse to follow any direction that
conflicts with law or the senior indenture, that may involve the trustee in
personal liability, or that the trustee determines in good faith may be unduly
prejudicial to the rights of holders of such issue of senior debt securities
not joining in the giving of such direction and may take any other action it
deems proper that is not inconsistent with any such direction received from
holders of such issue of senior debt securities. A holder may not pursue any
remedy with respect to the indenture or any series of senior debt securities
unless:

     o the holder gives the trustee written notice of a continuing event of
default;

     o the holders of at least 25% in aggregate principal amount of such series
of senior debt securities make a written request to the trustee to pursue the
remedy in respect of such event of default;

     o the requesting holder or holders offer the trustee indemnity
satisfactory to the trustee against any costs, liability, or expense;

     o the trustee does not comply with the request within 60 days after
receipt of the request and the offer of indemnity; and

     o during such 60-day period, the holders of a majority in aggregate
principal amount of such series of senior debt securities do not give the
trustee a direction that is inconsistent with the request.

     These limitations, however, do not apply to the right of any holder of a
debt security to receive payment of the principal of or interest, if any, on
such senior debt security, or to bring suit for the enforcement of any such
payment, on or after the due date for the senior debt securities, which right
shall not be impaired or affected without the consent of the holder.

     The senior indenture will require certain of our officers to certify, on
or before a date not more than 120 days after the end of each fiscal year, as
to their knowledge of our compliance with all conditions and covenants under
the indenture, such compliance to be determined without regard to any period of
grace or requirement of notice provided under the indenture.

   Discharge and Defeasance

     The senior indenture provides that, except as otherwise provided in this
paragraph, we may discharge our obligations with respect to an issue of senior
debt securities and the indenture with respect to such series of senior debt
securities if:

     o all senior debt securities of such series previously authenticated and
delivered with certain

                                       12

exceptions, have been delivered to the trustee for cancellation and we have
paid all sums payable by it under the indenture; or

     o the senior debt securities of such series mature within one year or all
of them are to be called for redemption within one year under arrangements
satisfactory to the trustee for giving the notice of redemption and:

          o we irrevocably deposit in trust with the trustee, as trust funds
     solely for the benefit of the holders of the senior debt securities of
     such series, for that purpose, money or U.S. government obligations or a
     combination thereof sufficient (unless such funds consist solely of money,
     in the opinion of a nationally recognized firm of independent public
     accountants expressed in a written certification thereof delivered to the
     trustee), without consideration of any reinvestment and after payment of
     all federal, state and local taxes or other charges and assessments in
     respect thereof payable by the trustee, to pay principal of and interest
     on the senior debt securities of such series to maturity or redemption, as
     the case may be, and to pay all other sums payable by it under the senior
     indenture; and

          o we deliver to the trustee an officers' certificate and an opinion
     of counsel, in each case stating that all conditions precedent provided
     for in the indenture relating to the satisfaction and discharge of the
     indenture with respect to the senior debt securities of such series have
     been complied with.

     With respect to all senior debt securities which have been delivered to
the trustee for cancellation and for which we have paid all sums payable by it
under the indenture, only our obligations to compensate and indemnify the
trustee and our right to recover excess money held by the trustee under the
indenture shall survive. With respect to senior debt securities which mature
within one year or are to be called for redemption within one year under
redemption arrangements deemed appropriate by the trustee, only our obligations
with respect to the issue of defeased senior debt securities to execute and
deliver such senior debt securities for authentication, to set the terms of
such senior debt securities, to maintain an office or agency in respect of such
senior debt securities, to have moneys held for payment in trust, to register
the transfer or exchange of such senior debt securities, to deliver such senior
debt securities for replacement or cancellation, to compensate and indemnify
the trustee and to appoint a successor trustee, and our right to recover excess
money held by the trustee shall survive until such senior debt securities are
no longer outstanding. Thereafter, only our obligations to compensate and
indemnify the trustee, and our right to recover excess money held by the
trustee shall survive.

     The senior indenture also provides that, except as otherwise provided in
this paragraph, we:

     o will be deemed to have paid and will be discharged from any and all
obligations in respect of a series of senior debt securities, and the
provisions of the senior indenture will no longer be in effect with respect to
such senior debt securities ("legal defeasance"); and

     o may omit to comply with any term, provision or condition of the senior
indenture described above under "--Certain Covenants" and such omission shall
be deemed not to be an event of default under the third clause of the first
paragraph of "--events of default" with respect to such series of senior debt
securities ("covenant defeasance");

     provided that the following conditions shall have
been satisfied:

          o we have irrevocably deposited in trust with the trustee as trust
     funds solely for the benefit of the holders of the senior debt securities
     of such series, for payment of the principal of and interest on the senior
     debt securities of such series, money or U.S. government obligations or a
     combination thereof sufficient (unless such funds consist solely of money,
     in the opinion of a nationally recognized firm of independent public
     accountants expressed in a written certification thereof delivered to the
     trustee) without consideration of any reinvestment and after payment of
     all federal, state and local taxes or other charges and assessments in
     respect thereof payable by the trustee, to pay and discharge the principal
     of and accrued interest on the senior debt securities of such series to
     maturity or earlier redemption (irrevocably provided for under
     arrangements satisfactory to the trustee), as the case may be;

          o such deposit will not result in a breach or violation of, or
     constitute a default under, the indenture or any other material agreement
     or instrument to which we are a party or by which

                                       13

     we are bound;

          o no default or event of default with respect to the senior debt
     securities of such series shall have occurred and be continuing on the
     date of such deposit;

          o we shall have delivered to the trustee:

               (1) either an opinion of counsel that the holders of the senior
          debt securities of such series will not recognize income, gain or
          loss for federal income tax purposes as a result of our exercising
          our option under this provision of the indenture and will be subject
          to federal income tax on the same amount and in the same manner and
          at the same times as would have been the case if such deposit and
          defeasance had not occurred (which opinion, in the case of a legal
          defeasance, shall be based upon a change in law) or a ruling directed
          to the trustee received from the Internal Revenue Service to the same
          effect; and

               (2) an opinion of counsel that the holders of the senior debt
          securities of such series have a valid security interest in the trust
          funds subject to no prior liens under the Uniform Commercial Code;
          and

          o we have delivered to the trustee an officers' certificate and an
     opinion of counsel, in each case stating that all conditions precedent
     provided for in the indenture relating to the defeasance contemplated of
     the senior debt securities of such series have been complied with.

     Subsequent to legal defeasance under the first bullet point above, our
obligations with respect to the issue of defeased senior debt securities to
execute and deliver such senior debt securities for authentication, to set the
terms of such senior debt securities, to maintain an office or agency in
respect of such senior debt securities, to have moneys held for payment in
trust, to register the transfer or exchange of such senior debt securities, to
deliver such debt securities for replacement or cancellation, to compensate and
indemnify the trustee and to appoint a successor trustee, and its right to
recover excess money held by the trustee shall survive until such senior debt
securities are no longer outstanding. After such senior debt securities are no
longer outstanding, in the case of legal defeasance under the first bullet
point above, only our obligations to compensate and indemnify the trustee and
our right to recover excess money held by the trustee shall survive.

   Modification and Waiver

     We and the trustee may amend or supplement the senior indenture or the
senior debt securities without notice to or the consent of any holder:

     o to cure any ambiguity, defect, or inconsistency in the senior indenture;
provided that such amendments or supplements shall not adversely affect the
interests of the holders in any material respect;

     o to comply with the provisions described under "--Certain
Covenants--Consolidation, Merger and Sale of Assets";

     o to comply with any requirements of the SEC in connection with the
qualification of the senior indenture under the Trust Indenture Act;

     o to evidence and provide for the acceptance of appointment hereunder by a
successor trustee;

     o to establish the form or forms or terms of the senior debt securities as
permitted by the senior indenture;

     o to provide for uncertificated senior debt securities and to make all
appropriate changes for such purpose;

     o to make any change that does not adversely affect the rights of any
holder;

     o to add to our covenants such new covenants, restrictions, conditions or
provisions for the protection of the holders, and to make the occurrence, or
the occurrence and continuance, of a default in any such additional covenants,
restrictions, conditions or provisions an event of default; or

     o to make any change so long as no senior debt securities are outstanding.

     Subject to certain conditions, without prior notice to any holder of an
issue of senior debt securities, modifications and amendments of the

                                       14

senior indenture may be made by us and the trustee with the written consent of
the holders of a majority in principal amount of such series of senior debt
securities, and compliance by us with any provision of the indenture with
respect to such series of senior debt securities may be waived by written
notice to the trustee by the holders of a majority in principal amount of such
series of senior debt securities outstanding; provided, however, that each
affected holder must consent to any modification, amendment or waiver that,

     o changes the stated maturity of the principal of, or any installment of
interest on, any senior debt securities of such series;

     o reduces the principal amount of, or premium, if any, or interest on, any
senior debt securities of such series;

     o changes the place or currency of payment of principal of, or premium, if
any, or interest on, any senior debt securities of such series;

     o changes the provisions for calculating the optional redemption price,
including the definitions relating thereto;

     o changes the provisions relating to the waiver of past defaults or change
or impair the right of holders to receive payment or to institute suit for the
enforcement of any payment of any senior debt securities of such series on or
after the due date therefor;

     o reduces the above-stated percentage of outstanding senior debt
securities of such series the consent of whose holders is necessary to modify
or amend or to waive certain provisions of or defaults under the indenture;

     o alters or impairs the right to convert the senior debt security at the
rate and upon the terms provided in the indenture;

     o waives a default in the payment of principal of or interest on the
senior debt securities;

     o adversely affects the rights of such holder under any mandatory
redemption or repurchase provision or any right of redemption or repurchase at
the option of such holder; or

     o modifies any of the provisions of this paragraph, except to increase any
required percentage or to provide that certain other provisions cannot be
modified or waived with the consent of the holder of each senior debt security
of such series affected by the modification.

     It shall not be necessary for the consent of the holders under this
section of the indenture to approve the particular form of any proposed
amendment, supplement, or waiver, but it shall be sufficient if such consent
approves the substance thereof. After an amendment, supplement, or waiver under
this section of the indenture becomes effective, we must give to the holders
affected thereby a notice briefly describing the amendment, supplement, or
waiver. We will mail supplemental indentures to holders upon request. Any
failure by us to mail such notice, or any defect therein, shall not, however,
in any way impair or affect the validity of any such supplemental indenture or
waiver.

     With respect to any issue of senior debt securities, neither we nor any of
our subsidiaries will, directly or indirectly, pay or cause to be paid any
consideration, whether by way of interest, fee, or otherwise, to any holder of
any such senior debt securities for or as an inducement to any consent, waiver,
or amendment of any of the terms or provisions of such series of senior debt
securities or the indenture with respect to such series of senior debt
securities unless such consideration is offered to be paid or agreed to be paid
to all holders of such senior debt securities of such series that consent,
waive, or agree to amend in the time frame set forth in the solicitation
documents relating to such consent, waiver, or agreement.

   No Personal Liability of Incorporators, Stockholders, Officers, Directors,
or Employees

     The senior indenture provides that no recourse shall be had under or upon
any obligation, covenant, or agreement of ours in the indenture or any
supplemental indenture, or in any of the senior debt securities or because of
the creation of any indebtedness represented thereby, against any incorporator,
stockholder, officer, director, employee of ours or of any successor person
thereof under any law, statute or constitutional provision or by the
enforcement of any assessment or by any legal or equitable proceeding or
otherwise. Each holder, by accepting the senior debt securities, waives and
releases all such liability.

                                       15

   Concerning the Trustee

     The senior indenture provides that, except during the continuance of a
default, the trustee will not be liable, except for the performance of such
duties as are specifically set forth in the senior indenture. If an event of
default has occurred and is continuing, the trustee will exercise such rights
and powers vested in it under the senior indenture and will use the same degree
of care and skill in its exercise as a prudent person would exercise under the
circumstances in the conduct of such person's own affairs.

   Governing Law

     The indentures and the debt securities will be governed by, and construed
in accordance with, the internal laws of the State of New York.

   The Trustees

     We may have normal banking relationships with the trustees under the
indentures in the ordinary course of business.

Certain Terms of the Subordinated Debt Securities

     Other than the terms of the subordinated indenture and subordinated debt
securities relating to subordination, or otherwise as described in the
prospectus supplement relating to a particular series of subordinated debt
securities, the terms of the subordinated indenture and subordinated debt
securities are identical, in all material respects, to the terms of the senior
indenture and senior debt securities.

   Subordination

     The indebtedness evidenced by the subordinated debt securities is
subordinate to the prior payment in full of all Senior Indebtedness, as defined
in the subordinated indenture. During the continuance beyond any applicable
grace period of any default in the payment of principal, premium, interest or
any other payment due on any Senior Indebtedness, we may not make any payment
of principal of, or premium, if any, or interest on the subordinated debt
securities. In addition, upon any distribution of our assets upon any
dissolution, winding up, liquidation or reorganization, the payment of the
principal of, or premium, if any, and interest on the subordinated debt
securities is to be subordinated to the extent provided in the subordinated
indenture in right of payment to the prior payment in full of all Senior
Indebtedness. Because of this subordination, if we dissolve or otherwise
liquidate, holders of our subordinated debt securities may receive less,
ratably, than holders of our Senior Indebtedness. The subordination provisions
do not prevent the occurrence of an event of default under the subordinated
indenture.

     The term "Senior Indebtedness" means the principal of, premium, if any,
interest on, and any other payment due pursuant to any of the following,
whether outstanding today or incurred by us in the future:

     o all of our indebtedness for money borrowed, including any indebtedness
secured by a mortgage or other lien which is (1) given to secure all or part of
the purchase price of property subject to the mortgage or lien, whether given
to the vendor of that property or to another lender, or (2) existing on
property at the time we acquire it;

     o all of our indebtedness evidenced by notes, debentures, bonds or other
securities sold by us for money;

     o all of our lease obligations which are capitalized on our books in
accordance with generally accepted accounting principles;

     o all indebtedness of others of the kinds described in the first two
bullet points above and all lease obligations of others of the kind described
in the third bullet point above that we, in any manner, assume or guarantee or
that we in effect guarantee through an agreement to purchase, whether that
agreement is contingent or otherwise; and

     o all renewals, extensions or refundings of indebtedness of the kinds
described in the first, second or fourth bullet point above and all renewals or
extensions of leases of the kinds described in the third or fourth bullet point
above;

     unless, in the case of any particular indebtedness, lease, renewal,
extension or refunding, the instrument or lease creating or evidencing it or
the assumption or guarantee relating to it expressly provides that such
indebtedness, lease, renewal, extension or refunding is not superior in right
of payment to the subordinated debt securities. Our senior debt securities, and
any indebtedness outstanding under our senior subordinated debentures

                                       16

Indenture dated as of October 17, 1991 between us and Morgan Guaranty Trust
Company of New York, as trustee, constitute Senior Indebtedness for purposes of
the subordinated debt indenture.

Special Terms Applicable to the Issuance of Subordinated Debt Securities to one
of our Trust Subsidiaries

     If we issue subordinated debt securities to one of our trust subsidiaries
or a trustee of such trust in connection with its issuance of guaranteed trust
preferred securities, such subordinated debt securities subsequently may be
distributed pro rata to the holders of such guaranteed preferred trust
securities in connection with the dissolution of such trust subsidiary upon the
occurrence of certain events described in the prospectus supplement relating to
such guaranteed preferred trust securities. Only one series of subordinated
debt securities will be issued to a trust subsidiary or a trustee of such trust
in connection with the issuance of guaranteed preferred trust securities by
such trust subsidiary.

   Certain Covenants

     If we issue subordinated debt securities to a trust subsidiary or a
trustee of such trust in connection with the issuance of guaranteed trust
preferred securities by such trust subsidiary and:

     o    there shall have occurred any event that
would constitute an event of default; or

     o we are in default with respect to our payment of any obligations under
the related guaranteed trust preferred securities guarantee or common
securities guarantee, then

          o we shall not declare or pay any dividend on, make any distributions
     with respect to, or redeem, purchase or make a liquidation payment with
     respect to, any of our capital stock (other than (1) purchases or
     acquisitions of shares of our common stock in connection with the
     satisfaction by us of our obligations under any employee benefit plans,
     (2) as a result of a reclassification of our capital stock or the exchange
     or conversion of one class or series of our capital stock for another
     class or series of our capital stock or (3) the purchase of fractional
     interests in shares of our capital stock pursuant to the conversion or
     exchange provisions of such capital stock or the security being converted
     or exchanged) or make any guarantee payments with respect to the
     foregoing; and

          o we shall not make any payment of interest, principal or premium, if
     any, on or repay, repurchase or redeem any debt securities, including
     guarantees, issued by us which rank equally with or junior to such
     subordinated debt securities; except in the case of debt securities that
     rank equally with such subordinated debt securities, on a pro rata basis.

     If (1) we issue subordinated debt securities to a trust subsidiary or a
trustee of such trust in connection with the issuance of guaranteed trust
preferred securities by such trust subsidiary and we have exercised our right
to defer payments of interest on such subordinated debt securities by extending
the interest payment period of such subordinated debt securities as provided in
the supplemental indenture relating to such subordinated debt securities and
such period, or any extension thereof, shall be continuing, or (2) there shall
have occurred any event of default, as defined in the subordinated indenture,
then:

     o we shall not declare or pay any dividend on, make any distributions with
respect to, or redeem, purchase, acquire or make a liquidation payment with
respect to, any of our capital stock or make any guarantee payment with respect
thereto (other than (1) purchases or acquisitions of shares of our common stock
to satisfy our obligations under any employee benefit plans, (2) as a result of
a reclassification of our capital stock for another class or series of our
capital stock or (3) the purchase of fractional interests in shares of our
capital stock pursuant to the conversion or exchange provisions of such capital
stock or security being converted or exchanged), or make any guarantee payment
with respect thereto; and

     o we shall not make any payment of interest, principal or premium, if any,
on or repay, repurchase or redeem any debt securities issued by us that rank
equally with or junior to such subordinated debt securities; except in the case
of debt securities that rank equally with such subordinated debt securities, on
a pro rata basis.

     If we issue subordinated debt securities to a trust subsidiary or a
trustee of such trust in connection with the issuance of guaranteed trust
preferred securities of such trust subsidiary, for so long as such guaranteed
trust preferred securities remain outstanding, we will:

                                       17

     o maintain 100 percent direct or indirect ownership of the common
securities of such trust subsidiary; provided, however, that any permitted
successor of ours under the subordinated indenture may succeed to our ownership
of such common securities;

     o use our reasonable efforts to cause such trust subsidiary:

          o to remain a statutory business trust, except in connection with the
     distribution of subordinated debt securities, the redemption of all of
     such guaranteed trust preferred securities of such trust subsidiary, or
     certain mergers, consolidations or amalgamations, each as permitted by the
     declaration of such trust subsidiary;

          o to otherwise continue not to be treated as an association taxable
     as a corporation or partnership for United States federal income tax
     purposes; and

          o to use our reasonable efforts to cause each holder of guaranteed
     trust preferred securities to be treated as owning an individual
     beneficial interest in the subordinated debt securities.

   Events of Default, Waiver and Notice

     In addition to the events of default applicable to all subordinated debt
securities, if we issue subordinated debt securities to one of our trust
subsidiaries or a trustee of such trust in connection with the issuance of
guaranteed trust preferred securities by such trust subsidiary, the following
will also constitute an event of default:

     the voluntary or involuntary dissolution, winding-up or termination of
     such trust subsidiary, except in connection with the distribution of
     subordinated debt securities to the holders of guaranteed trust preferred
     securities in liquidation of such trust subsidiary, the redemption of all
     of the guaranteed trust preferred securities of such trust subsidiary, or
     certain mergers, consolidations or amalgamations, each as permitted by the
     declaration of such trust subsidiary.

Convertible Debt Securities

     The terms, if any, on which debt securities being offered may be exchanged
for or converted into other debt securities or shares of preferred stock, Class
A Common Stock or Class A Special Common Stock or other securities or rights of
ours (including rights to receive payments in cash or securities based on the
value, rate or price of one or more specified commodities, currencies or
indices) or securities of other issuers or any combination of the foregoing
will be set forth in the prospectus supplement for such debt securities being
offered.

     Unless otherwise indicated in the prospectus supplement, the following
provisions will apply to debt securities being offered that may be exchanged
for or converted into capital stock:

     The holder of any debt securities convertible into capital stock will have
the right exercisable at any time during the time period specified in the
prospectus supplement, unless previously redeemed by us, to convert such debt
securities into shares of capital stock, which may include preferred stock,
Class A Common Stock or Class A Special Common Stock, as specified in the
prospectus supplement, at the conversion rate for each $1,000 principal amount
of debt securities set forth in the prospectus supplement, subject to
adjustment.

     The holder of a convertible debt security may convert a portion thereof
which is $1,000 or any integral multiple of $1,000. In the case of debt
securities called for redemption, conversion rights will expire at the close of
business on the business day prior to the date fixed for the redemption as may
be specified in the prospectus supplement, except that in the case of
redemption at the option of the debt security holder, if applicable, such right
will terminate upon receipt of written notice of the exercise of such option.

     Unless the terms of the specific debt securities being offered provide
otherwise, in certain events, the conversion rate will be subject to adjustment
as set forth in the indentures. Such events include:

     o the issuance of shares of any class of capital stock of ours as a
dividend on the class of capital stock into which the debt securities of such
series are convertible;

     o subdivisions, combinations and reclassifications of the class of capital
stock into

                                       18

which debt securities of such series are convertible;

     o the issuance to all holders of the class of capital stock into which
debt securities of such series are convertible of rights or warrants entitling
the debt security holders (for a period not exceeding 45 days) to subscribe for
or purchase shares of such class of capital stock at a price per share less
than the current market price per share of such class of capital stock;

     o the distribution to all holders of the class of capital stock into which
debt securities of such series are convertible of evidences of indebtedness of
ours or of assets or subscription rights or warrants (other than those referred
to above); and

     o distributions of cash in excess of certain threshold amounts.

     In the case of cash dividends in excess of threshold amounts, we may, at
our option, choose to set aside the amount of such distribution in cash for
distribution to the holder upon conversion rather than adjust the conversion
rate; we do not intend to pay interest on the cash set aside.

     No adjustment of the conversion rate will be required unless an adjustment
would require a cumulative increase or decrease of at least 1% in such rate.
Fractional shares of capital stock will not be issued upon conversion but, in
lieu thereof, we will pay a cash adjustment. Convertible debt securities
surrendered for conversion between the record date for an interest payment, if
any, and the interest payment date, except convertible debt securities called
for redemption on a redemption date during such period, must be accompanied by
payment of an amount equal to the interest thereon which the registered holder
is to receive.

                            DESCRIPTION OF WARRANTS

General

     We may issue warrants to purchase securities or other securities or rights
of ours, including rights to receive payment in cash or securities based on the
value, rate or price of one or more specified commodities, currencies or
indices, or securities of other issuers or any combination of the foregoing.
Warrants may be issued independently or together with any securities and may be
attached to or separate from such securities. Each series of warrants will be
issued under a separate warrant agreement to be entered into between us and a
warrant agent. The following sets forth certain general terms and provisions of
the warrants offered hereby. Further terms of the warrants and the applicable
warrant agreement are set forth in the applicable prospectus supplement.

     The applicable prospectus supplement will describe the following terms of
any warrants in respect of which this prospectus is being delivered:

     o the title of such warrants;

     o the aggregate number of such warrants;

     o the price or prices at which such warrants will be issued;

     o the currency or currencies, including composite currencies, in which the
price of such warrants may be payable;

     o the securities or other rights, including rights to receive payment in
cash or securities based on the value, rate or price of one or more specified
commodities, currencies or indices, or securities of other issuers or any
combination of the foregoing, purchasable upon exercise of such warrants;

     o the price at which and the currency or currencies, including composite
currencies, in which the securities purchasable upon exercise of such warrants
may be purchased;

     o the date on which the right to exercise such warrants shall commence and
the date on which such right shall expire;

     o if applicable, the minimum or maximum amount of such warrants which may
be exercised at any one time;

     o if applicable, the designation and terms of the securities with which
such warrants are issued and the number of such warrants issued with each such
security;

     o if applicable, the date on and after which such warrants and the related
securities will be separately transferable;

                                       19

     o information with respect to book-entry procedures, if any;

     o if applicable, a discussion of certain United States Federal income tax
considerations; and

     o any other terms of such warrants, including terms, procedures and
limitations relating to the exchange and exercise of such warrants.

                       DESCRIPTION OF PURCHASE CONTRACTS

     We may issue purchase contracts for the purchase or sale of:

     o our securities or securities of an entity unaffiliated or affiliated
with us, a basket of such securities, an index or indices of such securities or
any combination of the above as specified in the applicable prospectus
supplement;

     o currencies or composite currencies; or

     o commodities.

     Each purchase contract will entitle the holder thereof to purchase or
sell, and obligate us to sell or purchase, on specified dates, such securities,
currencies or commodities at a specified purchase price, all as set forth in
the applicable prospectus supplement. We must, however, satisfy our
obligations, if any, with respect to any purchase contract by delivering the
cash value thereof or, in the case of underlying currencies, by delivering the
underlying currencies, as set forth in the applicable prospectus supplement.
The applicable prospectus supplement will also specify the methods by which the
holders may purchase or sell such securities, currencies or commodities and any
acceleration, cancellation or termination provisions or other provisions
relating to the settlement of a purchase contract.

     Purchase contracts may require holders to satisfy their obligations
thereunder when the purchase contracts are issued. Our obligation to settle
such pre-paid purchase contracts on the relevant settlement date may
constitute indebtedness. Accordingly, the pre-paid purchase contracts will be
issued under one of the indentures.

                              DESCRIPTION OF UNITS

     As specified in the applicable prospectus supplement, units will consist
of one or more purchase contracts, warrants, debt securities, guaranteed trust
preferred securities, preferred stock, Class A Common Stock or Class A Special
Common Stock or any combination thereof. Reference is made to the applicable
prospectus supplement for:

     o all terms of the units and of the purchase contracts, warrants, debt
securities, guaranteed trust preferred securities, shares of preferred stock,
shares of Class A Common Stock or shares of Class A Special Common Stock, or
any combination thereof, comprising the units, including whether and under what
circumstances the securities comprising the units may or may not be traded
separately;

     o a description of the terms of any unit agreement governing the units;
and

     o a description of the provisions for the payment, settlement, transfer or
exchange of the units.

            DESCRIPTION OF THE GUARANTEED TRUST PREFERRED SECURITIES

     Each trust subsidiary has the sole obligation to make payments to you on
the guaranteed trust preferred securities. However, our obligations to each
trust subsidiary and our guaranteed trust preferred securities guarantee are
equivalent to our full and unconditional guarantee on a subordinated basis of
each trust subsidiary's payments to you on the guaranteed trust preferred
securities. We have the sole obligation to make payments to you on all other
securities.

     Each trust subsidiary may issue, from time to time, only one series of
guaranteed trust preferred securities along with common securities having terms

                                       20

described in the prospectus supplement relating to the issuance. The
declaration of each trust subsidiary authorizes the regular trustees of such
trust subsidiary to issue on its behalf one series of guaranteed trust
preferred securities. The declaration will be qualified as an indenture under
the Trust Indenture Act of 1939. The guaranteed trust preferred securities will
have terms, including distributions, redemption, voting, liquidation rights and
other preferred, deferred or other special rights or such restrictions as shall
be set forth in the declaration or made part of the declaration by the Trust
Indenture Act of 1939 and which will mirror the terms of the subordinated debt
securities held by the trust subsidiary and described in the applicable
prospectus supplement. You should look in the prospectus supplement for the
specific terms of the guaranteed trust preferred securities, including:

     o the distinctive designation and number of the guaranteed trust preferred
securities;

     o the annual distribution rate or method of determining such rate for the
guaranteed trust preferred securities and the date or dates upon which such
distributions shall be payable; provided, however, that distributions on the
guaranteed trust preferred securities shall be payable on a periodic basis to
holders of such guaranteed trust preferred securities as of a record date in
each period during which such guaranteed trust preferred securities are
outstanding;

     o whether distributions on the guaranteed trust preferred securities will
be cumulative, and, in the case of guaranteed trust preferred securities having
cumulative distribution rights, the date or dates or method of determining the
date or dates from which distributions on the guaranteed trust preferred
securities shall be cumulative;

     o the amount or amounts which shall be paid out of the assets of our trust
subsidiary to the holders of its guaranteed trust preferred securities upon its
voluntary or involuntary dissolution, winding-up or termination;

     o the obligation, if any, of our trust subsidiary to purchase or redeem
guaranteed trust preferred securities it issues and the price or prices at
which, the period or periods within which, and the terms and conditions upon
which, it may purchase or redeem its guaranteed trust preferred securities in
whole or in part;

     o the voting rights, if any, of our trust subsidiary's guaranteed trust
preferred securities in addition to those required by law, including the number
of votes per guaranteed trust preferred security and any requirement for the
approval by the holders of guaranteed trust preferred securities as a condition
to specified action or amendments to the declaration of our trust subsidiary;

     o the terms and conditions, if any, upon which the underlying subordinated
debt securities may be distributed to holders of guaranteed trust preferred
securities;

     o if applicable, any securities exchange upon which the guaranteed trust
preferred securities shall be listed; and

     o any other relevant rights, preferences, privileges, limitations or
restrictions of guaranteed trust preferred securities not inconsistent with the
declaration of our trust subsidiary or with applicable law.

     We will guarantee all guaranteed trust preferred securities offered by
this prospectus hereby to the extent described below under "Description of the
Guaranteed Trust Preferred Securities Guarantees." We will describe certain of
the United States federal income tax considerations applicable to any offering
of guaranteed trust preferred securities in an accompanying prospectus
supplement.

     In connection with the issuance of guaranteed trust preferred securities,
our trust subsidiary will issue one series of its common securities. The
declaration of each of our trust subsidiaries authorizes its regular trustees
to issue on its behalf one series of common securities having terms including
distributions, redemption, voting, liquidation rights or restrictions as shall
be set forth in the declaration. The terms of the common securities issued by
one of our trust subsidiaries will be substantially identical to the terms of
its guaranteed trust preferred securities and the common securities will rank
equally, and payments will be made thereon pro rata, with the guaranteed trust
preferred securities except that, upon an event of default under the
declaration, the rights of the holders of the common securities to payment in
respect of distributions and payments upon liquidation, redemption and
otherwise will be subordinated to the rights of the holders of the guaranteed
trust preferred securities. Except in certain limited circumstances, the common
securities will also carry the right to vote

                                       21

to appoint, remove or replace any of our trust subsidiaries' trustees. We will
directly or indirectly own all of the common securities of each of our trust
subsidiaries.

Enforcement of Certain Rights by Holders of Guaranteed Trust Preferred
Securities

     If an event of default under the declaration of one of our trust
subsidiaries occurs and is continuing, then the holders of its guaranteed trust
preferred securities would have to rely on the institutional trustee enforcing
against us its rights as a holder of the subordinated debt securities. In
addition, the holders of a majority in liquidation amount of the guaranteed
trust preferred securities will have the right to direct the time, method and
place of conducting any proceeding for any remedy available to the
institutional trustee or to direct the exercise of any trust or power conferred
upon the institutional trustee under the applicable declaration, including the
right to direct the institutional trustee to exercise the remedies available to
it as a holder of the subordinated debt securities. If the institutional
trustee fails to enforce its rights under the subordinated debt securities, a
holder of guaranteed trust preferred securities may not institute a legal
proceeding directly against us to enforce the institutional trustee's rights
under the applicable series of subordinated debt securities. Notwithstanding
the foregoing, if an event of default under the applicable declaration has
occurred and is continuing and that event is attributable to our failure to pay
interest or principal on the applicable series of subordinated debt securities
when due, then a holder of guaranteed trust preferred securities may directly
institute a proceeding for enforcement of payment to such holder of the
principal of or interest on the applicable series of subordinated debt
securities having a principal amount equal to the aggregate liquidation amount
of such holder's guaranteed trust preferred securities on or after the
respective due date for the applicable series of subordinated debt securities.
In connection with such a direct action brought by a holder, we will be
subrogated to the rights of such holder of guaranteed trust preferred
securities under the applicable declaration to the extent of any payment made
by us to such holder of preferred securities in such direct action.

                 DESCRIPTION OF THE GUARANTEED TRUST PREFERRED
                             SECURITIES GUARANTEES

     Set forth below is a summary of information concerning the guaranteed
trust preferred securities guarantees that we will execute and deliver for the
benefit of the holders from time to time of the guaranteed trust preferred
securities. Each guaranteed trust preferred securities guarantee will be
qualified as an indenture under the Trust Indenture Act of 1939. We will name
the trustee who will act as indenture trustee under each guaranteed trust
preferred securities guarantee for purposes of the Trust Indenture Act of 1939
in the prospectus supplement relating to such guaranteed trust preferred
securities. The terms of each guaranteed trust preferred securities guarantee
will be those set forth in such guaranteed trust preferred securities guarantee
and those made part of such guaranteed trust preferred securities guarantee by
the trust indenture act. Because the following is only a summary of the
guaranteed trust preferred securities guarantee, it does not contain all
information that you may find useful. For further information about the
guaranteed trust preferred securities guarantee, you should read the guaranteed
trust preferred securities guarantee. Each guaranteed trust preferred
securities guarantee will be held by the preferred guarantee trustee for the
benefit of the holders of the guaranteed trust preferred securities of the
relevant trust subsidiary.

General

     Pursuant to each guaranteed trust preferred securities guarantee, we will
irrevocably and unconditionally agree, to the extent set forth therein, to pay
in full, to the holders of the guaranteed trust preferred securities, the
guarantee payments described below (except to the extent paid by our trust
subsidiary), as and when due, regardless of any defense, right of set-off or
counterclaim which such trust subsidiary may have or assert. The following
payments with respect to guaranteed trust preferred securities to the extent
not paid by such trust subsidiary, will be subject to the guaranteed trust
preferred securities guarantee thereon (without duplication):

     o any accrued and unpaid distributions which are required to be paid on
such guaranteed trust preferred securities, to the extent the applicable trust
subsidiary has funds available for such payment;

                                       22

     o the redemption price, including all accrued and unpaid distributions, to
the extent the applicable trust subsidiary has funds available for such payment
with respect to any guaranteed trust preferred securities called for redemption
by such trust subsidiary; and

     o upon a voluntary or involuntary dissolution, winding-up or termination
of such trust subsidiary (other than in connection with the distribution of
subordinated debt securities to the holders of guaranteed trust preferred
securities or the redemption of all of the guaranteed trust preferred
securities), the lesser of

          o the aggregate of the liquidation amount and all accrued and unpaid
     distributions on such guaranteed trust preferred securities to the date of
     payment, to the extent such trust subsidiary has funds available therefor;
     and

          o the amount of assets of such trust subsidiary remaining available
     for distribution to holders of such guaranteed trust preferred securities
     in liquidation of such trust subsidiary.

     The redemption price and liquidation amount will be fixed at the time the
guaranteed trust preferred securities are issued. Our obligation to make a
guarantee payment as described above may be satisfied by direct payment of the
required amounts by us to the holders of guaranteed trust preferred securities
or by our causing our trust subsidiary to pay such amounts to such holders.

     No guaranteed trust preferred securities guarantee will apply to any
payment of distributions except to the extent our trust subsidiary has funds
available for such payment. If we do not make interest payments on the
subordinated debt securities purchased by our trust subsidiary, it will not pay
distributions on its guaranteed trust preferred securities and will not have
funds available to make such payment. See "Description of the Subordinated Debt
Securities -- Certain Covenants." The guaranteed trust preferred securities
guarantee, when taken together with our obligations under the subordinated debt
securities, the subordinated debt security indenture and the declaration,
including our obligations to pay costs, expenses, debts and liabilities of our
trust subsidiaries (other than with respect to the guaranteed trust preferred
securities and related common securities), is equivalent to a full and
unconditional guarantee on a subordinated basis by us of payments due on the
guaranteed trust preferred securities.

Certain Covenants

     In each guaranteed trust preferred securities guarantee, we will covenant
that, so long as any guaranteed trust preferred securities issued by the
applicable trust subsidiary remain outstanding, if there shall have occurred
any event that would constitute an event of default under such guaranteed trust
preferred securities guarantee or under our trust subsidiary's declaration,
then:

     o we may not declare or pay any dividend on, make any distributions with
respect to, or redeem, purchase or make liquidation payment with respect to,
any of our capital stock (other than (i) purchases or acquisitions of shares of
our common stock in connection with the satisfaction of our obligations under
any employee benefit plans or the satisfaction of our obligations pursuant to
any contract or security requiring us to purchase shares of our common stock,
(ii) as a result of a reclassification of our capital stock or the exchange or
conversion of one class or series of our capital stock for another class or
series of our capital stock or, (iii) the purchase of fractional interests in
shares of our capital stock pursuant to the conversion or exchange provisions
of such capital stock or the security being converted or exchanged) or make any
guarantee payments with respect to the foregoing and

     o we may not make any payment of interest, principal or premium, if any,
on or repay, repurchase or redeem any debt securities, including guarantees,
issued by us which rank equally with or junior to such subordinated debt
securities; except in the case of debt securities that rank equally with such
subordinated debt securities, on a pro rata basis.

Modification of the Guaranteed Trust Preferred Securities Guarantees;
Assignment

     Except with respect to any changes which do not adversely affect the
rights of holders of guaranteed trust preferred securities (in which case no
vote will be required), each guaranteed trust preferred securities guarantee
may be amended only with the prior approval of the holders of not less than a
majority in liquidation amount of the related guaranteed trust preferred
securities. The manner of obtaining any such approval of holders of such
guaranteed trust preferred securities will be set forth in an accompanying
prospectus supplement. All guarantees and agreements contained in a guaranteed

                                       23

trust preferred securities guarantee shall bind our successors, assigns,
receivers, trustees and representatives and shall inure to the benefit of the
holders of the related guaranteed trust preferred securities.

Termination

     Each guaranteed trust preferred securities guarantee will terminate as to
the guaranteed trust preferred securities issued by the applicable trust
subsidiary:

     o upon full payment of the redemption price, including all accrued and
unpaid distributions, of all its guaranteed trust preferred securities;

     o upon distribution of the subordinated debt securities held by it to the
holders of its guaranteed trust preferred securities; or

     o upon full payment of the amounts payable in accordance with its
declaration upon its liquidation.

     Each guaranteed trust preferred securities guarantee will continue to be
effective or will be reinstated, as the case may be, if at any time any holder
of guaranteed trust preferred securities issued by the applicable trust
subsidiary must restore payment of any sums paid under such guaranteed trust
preferred securities or such guaranteed trust preferred securities guarantee.

Events of Default

     An event of default under a preferred securities guarantee will occur upon
our failure to perform any of our payment or other obligations under the
guarantee.

     The holders of a majority in liquidation amount of the guaranteed trust
preferred securities relating to such guaranteed trust preferred securities
guarantee have the right to direct the time, method and place of conducting any
proceeding for any remedy available to the preferred guarantee trustee in
respect of the guaranteed trust preferred securities guarantee or to direct the
exercise of any trust or power conferred upon the preferred guarantee trustee
under such guaranteed trust preferred securities. If the preferred guarantee
trustee fails to enforce such guaranteed trust preferred securities guarantee,
any holder of guaranteed trust preferred securities relating to such guaranteed
trust preferred securities guarantee may institute a legal proceeding directly
against us to enforce the preferred guarantee trustee's rights under such
guaranteed trust preferred securities guarantee, without first instituting a
legal proceeding against the relevant trust subsidiary, the preferred guarantee
trustee or any other person or entity. Notwithstanding the foregoing, if we
have failed to make a guarantee payment, a holder of guaranteed trust preferred
securities may directly institute a proceeding against us for enforcement of
the guaranteed trust preferred securities guarantee for such payment. We waive
any right or remedy to require that any action be brought first against our
trust subsidiary or any other person or entity before proceeding directly
against us.

     The preferred guarantee trustee, prior to the occurrence of a default with
respect to a guaranteed trust preferred securities guarantee, undertakes to
perform only such duties as are specifically set forth in such guaranteed trust
preferred securities guarantee and, after default, shall exercise the same
degree of care as a prudent individual would exercise in the conduct of his or
her own affairs. Subject to such provisions, the preferred guarantee trustee is
under no obligation to exercise any of the powers vested in it by a guaranteed
trust preferred securities guarantee at the request of any holder of guaranteed
trust preferred securities, unless offered reasonable indemnity against the
costs, expenses and liabilities which might be incurred thereby.

Status of the Preferred Securities Guarantees

     The guaranteed trust preferred securities guarantees will constitute
unsecured obligations of ours and will rank (i) subordinate and junior in right
of payment to all of our other liabilities, (ii) equally with the most senior
preferred or preference stock now or in the future issued by us and with any
guarantee now or in the future entered into by us in respect of any preferred
or preference stock of any of our affiliates, and (iii) senior to our common
stock. The terms of the guaranteed trust preferred securities provide that each
holder of guaranteed trust preferred securities issued by the applicable trust
subsidiary by accepting the guaranteed trust preferred securities agrees to the
subordination provisions and other terms of the guaranteed trust preferred
securities guarantee relating to the guaranteed trust preferred securities.

     The guaranteed trust preferred securities guarantees will constitute a
guarantee of payment and not of collection. In other words, the guaranteed

                                       24

party may institute a legal proceeding directly against us, as guarantor, to
enforce its rights under the preferred securities guarantee without instituting
a legal proceeding against any other person or entity.

Information Concerning the Preferred Guarantee Trustee

     We and certain of our affiliates may maintain a banking relationship with
the preferred guarantee trustee.

Governing Law

     The guaranteed trust preferred securities guarantees will be governed by,
and construed and interpreted in accordance with the laws of the State of New
York.

                               GLOBAL SECURITIES

     We may issue the debt securities, warrants, purchase contracts, guaranteed
trust preferred securities, guaranteed trust preferred securities guarantee and
units of any series in the form of one or more fully registered global
securities that will be deposited with a depositary or with a nominee for a
depositary identified in the prospectus supplement relating to such series and
registered in the name of the depositary or its nominee. In that case, one or
more global securities will be issued in a denomination or aggregate
denominations equal to the portion of the aggregate principal or face amount of
outstanding registered securities of the series to be represented by such
global securities. Unless and until the depositary exchanges a global security
in whole for securities in definitive registered form, the global security may
not be transferred except as a whole by the depositary to a nominee of the
depositary or by a nominee of the depositary to the depositary or another
nominee of the depositary or by the depositary or any of its nominees to a
successor of the depositary or a nominee of such successor.

     The specific terms of the depositary arrangement with respect to any
portion of a series of securities to be represented by a global security will
be described in the prospectus supplement relating to such series. We
anticipate that the following provisions will apply to all depositary
arrangements.

     Ownership of beneficial interests in a global security will be limited to
persons that have accounts with the depositary for such global security known
as "participants" or persons that may hold interests through such participants.
Upon the issuance of a global security, the depositary for such global security
will credit, on its book-entry registration and transfer system, the
participants' accounts with the respective principal or face amounts of the
securities represented by such global security beneficially owned by such
participants. The accounts to be credited shall be designated by any dealers,
underwriters or agents participating in the distribution of such securities.
Ownership of beneficial interests in such global security will be shown on, and
the transfer of such ownership interests will be effected only through, records
maintained by the depositary for such global security (with respect to
interests of participants) and on the records of participants (with respect to
interests of persons holding through participants). The laws of some states may
require that certain purchasers of securities take physical delivery of such
securities in definitive form. Such limits and such laws may impair the ability
to own, transfer or pledge beneficial interests in global securities.

     So long as the depositary for a global security, or its nominee, is the
registered owner of such global security, such depositary or such nominee, as
the case may be, will be considered the sole owner or holder of the securities
represented by such global security for all purposes under the applicable
indenture, warrant agreement, purchase contract, declaration, guaranteed trust
preferred securities guarantee or unit agreement. Except as set forth below,
owners of beneficial interests in a global security will not be entitled to
have the securities represented by such global security registered in their
names, will not receive or be entitled to receive physical delivery of such
securities in definitive form and will not be considered the owners or holders
thereof under the applicable indenture, warrant agreement, purchase contract,
declaration, guaranteed trust preferred securities guarantee or unit agreement.
Accordingly, each person owning a beneficial interest in a global security must
rely on the procedures of the depositary for such global security and, if such
person is not a participant, on the procedures of the participant through which
such person owns its interest, to exercise any rights of a holder under the
applicable indenture, warrant agreement, purchase contract,

                                       25

declaration, guaranteed trust preferred securities guarantee or unit agreement.
We understand that under existing industry practices, if we request any action
of holders or if an owner of a beneficial interest in a global security desires
to give or take any action which a holder is entitled to give or take under the
applicable indenture, warrant agreement, purchase contract, declaration,
guaranteed trust preferred securities guarantee or unit agreement, the
depositary for such global security would authorize the participants holding
the relevant beneficial interests to give or take such action, and such
participants would authorize beneficial owners owning through such participants
to give or take such action or would otherwise act upon the instructions of
beneficial owners holding through them.

     Principal, premium, if any, and interest payments on debt securities, and
any payments to holders with respect to warrants, purchase contracts, preferred
securities, guaranteed trust preferred securities guarantee or units
represented by a global security registered in the name of a depositary or its
nominee will be made to such depositary or its nominee, as the case may be, as
the registered owner of such global security. None of us, the trustees, the
warrant agents, the unit agents or any of our other agents, agent of the
trustees or agent of the warrant agents or unit agents will have any
responsibility or liability for any aspect of the records relating to or
payments made on account of beneficial ownership interests in such global
security or for maintaining, supervising or reviewing any records relating to
such beneficial ownership interests.

     We expect that the depositary for any securities represented by a global
security, upon receipt of any payment of principal, premium, interest or other
distribution of underlying securities or commodities to holders in respect of
such global security, will immediately credit participants' accounts in amounts
proportionate to their respective beneficial interests in such global security
as shown on the records of such depositary. We also expect that payments by
participants to owners of beneficial interests in such global security held
through such participants will be governed by standing customer instructions
and customary practices, as is now the case with the securities held for the
accounts of customers in bearer form or registered in "street name," and will
be the responsibility of such participants.

     If the depositary for any securities represented by a global security is
at any time unwilling or unable to continue as depositary or ceases to be a
clearing agency registered under the Securities Exchange Act of 1934, and we do
not appoint a successor depositary registered as a clearing agency under the
Securities Exchange Act of 1934 within 90 days, we will issue such securities
in definitive form in exchange for such global security. In addition, we may at
any time and in our sole discretion determine not to have any of the securities
of a series represented by one or more global securities and, in such event,
will issue securities of such series in definitive form in exchange for all of
the global security or securities representing such securities. Any securities
issued in definitive form in exchange for a global security will be registered
in such name or names as the depositary shall instruct the relevant trustee,
warrant agent or other relevant agent of ours. We expect that such instructions
will be based upon directions received by the depositary from participants with
respect to ownership of beneficial interests in such global security.

                         DESCRIPTION OF PREFERRED STOCK

     Our board of directors is authorized to issue in one or more series up to
a maximum of 20,000,000 shares of preferred stock, without par value. The
shares can be issued with such designations, preferences, qualifications,
privileges, limitations, restrictions, options, conversion or exchange rights
and other special or relative rights as the board of directors shall from time
to time fix by resolution. The dividend, voting, conversion, exchange,
repurchase and redemption rights, if applicable, the liquidation preference,
and other specific terms of each series of the preferred stock will be set
forth in the prospectus supplement.

     The applicable prospectus supplement will describe the following terms to
the extent that they may apply to an issuance of preferred stock in respect of
which this prospectus is being delivered:

     o the specific designation, number of shares, seniority and purchase
price;

     o any liquidation preference per share;

     o any date of maturity;

     o any redemption, repayment or sinking fund

                                       26

provisions;

     o any dividend rate or rates and the dates on which any such dividends
will be payable (or the method by which such rates or dates will be
determined);

     o any voting rights;

     o if other than the currency of the United States of America, the currency
or currencies including composite currencies in which such preferred stock is
denominated and/or in which payments will or may be payable;

     o the method by which amounts in respect of such preferred stock may be
calculated and any commodities, currencies or indices, or value, rate or price,
relevant to such calculation;

     o whether the preferred stock is convertible or exchangeable and, if so,
the securities or rights into which such preferred stock is convertible or
exchangeable, and the terms and conditions upon which such conversions or
exchanges will be effected including the initial conversion or exchange prices
or rates, the conversion or exchange period and any other related provisions;

     o the place or places where dividends and other payments on the preferred
stock will be payable; and

     o any additional voting, dividend, liquidation, redemption and other
rights, preferences, privileges, limitations and restrictions.

     As described under "Description of Depositary Shares," we may, at our
option, elect to offer depositary shares evidenced by depositary receipts, each
representing an interest (to be specified in the prospectus supplement relating
to the particular series of the preferred stock) in a share of the particular
series of the preferred stock issued and deposited with a bank or trust company
selected by us as the depositary.

     All shares of preferred stock offered hereby, or issuable upon conversion,
exchange or exercise of securities, will, when issued, be fully paid and non-
assessable. We have been advised that the preferred stock will be exempt from
existing Pennsylvania personal property tax.

                        DESCRIPTION OF DEPOSITARY SHARES

     The description set forth below and in any prospectus supplement of
certain provisions of the deposit agreement and of the depositary shares and
depositary receipts does not purport to be complete and is subject to, and
qualified in its entirety by reference to, the form of deposit agreement and
form of depositary receipts relating to each series of the preferred stock.

General

     We may, at our option, elect to have shares of preferred stock be
represented by depositary shares. The shares of any series of the preferred
stock underlying the depositary shares will be deposited under a separate
deposit agreement between us and a bank or trust company selected by us as the
depositary. The prospectus supplement relating to a series of depositary shares
will set forth the name and address of the depositary. Subject to the terms of
the deposit agreement, each owner of a depositary share will be entitled, in
proportion to the applicable interest in the number of shares of preferred
stock underlying such depositary share, to all the rights and preferences of
the preferred stock underlying such depositary share, including dividend,
voting, redemption, conversion, exchange and liquidation rights.

     The depositary shares will be evidenced by depositary receipts issued
pursuant to the deposit agreement, each of which will represent the applicable
interest in a number of shares of a particular series of the preferred stock
described in the applicable prospectus supplement.

     Unless otherwise specified in the prospectus supplement, a holder of
depositary shares is not entitled to receive the shares of preferred stock
underlying the depositary shares.

Dividends and Other Distributions

     The depositary will distribute all cash dividends or other cash
distributions received in respect of the preferred stock to the record holders
of depositary shares representing such preferred stock in proportion to the
numbers of such depositary shares owned by

                                       27

such holders on the relevant record date.

     In the event of a distribution other than in cash, the depositary will
distribute property received by it to the record holders of depositary shares
entitled thereto or the depositary may, with our approval, sell such property
and distribute the net proceeds from such sale to such holders.

     The deposit agreement also contains provisions relating to the manner in
which any subscription or similar rights offered by us to holders of preferred
stock shall be made available to holders of depositary shares.

Conversion and Exchange

     If any preferred stock underlying the depositary shares is subject to
provisions relating to its conversion or exchange as set forth in the
prospectus supplement relating thereto, each record holder of depositary shares
will have the right or obligation to convert or exchange such depositary shares
pursuant to the terms thereof.

Redemption of Depositary Shares

     If preferred stock underlying the depositary shares is subject to
redemption, the depositary shares will be redeemed from the proceeds received
by the depositary resulting from the redemption, in whole or in part, of the
preferred stock held by the depositary. The redemption price per depositary
share will be equal to the aggregate redemption price payable with respect to
the number of shares of preferred stock underlying the depositary shares.
Whenever we redeem preferred stock from the depositary, the depositary will
redeem as of the same redemption date a proportionate number of depositary
shares representing the shares of preferred stock that were redeemed. If less
than all the depositary shares are to be redeemed, the depositary shares to be
redeemed will be selected by lot or pro rata as may be determined by us.

     After the date fixed for redemption, the depositary shares so called for
redemption will no longer be deemed to be outstanding and all rights of the
holders of the depositary shares will cease, except the right to receive the
redemption price payable upon such redemption. Any funds deposited by us with
the depositary for any depositary shares which the holders thereof fail to
redeem shall be returned to us after a period of two years from the date such
funds are so deposited.

Voting

     Upon receipt of notice of any meeting or action in lieu of any meeting at
which the holders of any shares of preferred stock underlying the depositary
shares are entitled to vote, the depositary will mail the information contained
in such notice to the record holders of the depositary shares relating to such
preferred stock. Each record holder of such depositary shares on the record
date (which will be the same date as the record date for the preferred stock)
will be entitled to instruct the depositary as to the exercise of the voting
rights pertaining to the number of shares of preferred stock underlying such
holder's depositary shares. The depositary will endeavor, insofar as
practicable, to vote the number of shares of preferred stock underlying such
depositary shares in accordance with such instructions, and we will agree to
take all action which may be deemed necessary by the depositary in order to
enable the depositary to do so.

Amendment of the Deposit Agreement

     The form of depositary receipt evidencing the depositary shares and any
provision of the deposit agreement may at any time be amended by agreement
between us and the depositary, provided, however, that any amendment which
materially and adversely alters the rights of the existing holders of
depositary shares will not be effective unless such amendment has been approved
by at least a majority of the depositary shares then outstanding.

Charges of Depositary

     We will pay all transfer and other taxes and governmental charges that
arise solely from the existence of the depositary arrangements. We will pay
charges of the depositary in connection with the initial deposit of the
preferred stock and any exchange or redemption of the preferred stock. Holders
of depositary shares will pay all other transfer and other taxes and
governmental charges, and, in addition, such other charges as are expressly
provided in the deposit agreement to be for their accounts.

Miscellaneous

     We, or at our option, the depositary, will forward to the holders of
depositary shares all reports and communications from us which we are required
to furnish to the holders of preferred stock.

                                       28

     Neither the depositary nor we will be liable if either of us is prevented
or delayed by law or any circumstances beyond our control in performing our
obligations under the deposit agreement. Our obligations and those of the
depositary under the deposit agreement will be limited to performance in good
faith of our duties thereunder and we and the depositary will not be obligated
to prosecute or defend any legal proceeding in respect of any depositary share
or preferred stock unless satisfactory indemnity has been furnished. We and the
depositary may rely upon written advice of counsel or accountants, or
information provided by persons presenting preferred stock for deposit, holders
of depositary shares or other persons believed to be competent and on documents
believed to be genuine.

Resignation and Removal of Depositary; Termination of the Deposit Agreement

     The depositary may resign at any time by delivering to us notice of its
election to do so, and we may at any time remove the depositary, any such
resignation or removal to take effect upon the appointment of a successor
depositary and its acceptance of such appointment. Such successor depositary
will be appointed by us within 60 days after delivery of the notice of
resignation or removal. The deposit agreement may be terminated at our
direction or by the depositary if a period of 90 days shall have expired after
the depositary has delivered to us written notice of its election to resign and
a successor depositary shall not have been appointed. Upon termination of the
deposit agreement, the depositary will discontinue the transfer of depositary
receipts, will suspend the distribution of dividends to the holders thereof,
and will not give any further notices (other than notice of such termination)
or perform any further acts under the deposit agreement except that the
depositary will continue to deliver preferred stock certificates, together with
such dividends and distributions and the net proceeds of any sales of rights,
preferences, privileges or other property in exchange for depositary receipts
surrendered. Upon our request, the depositary shall deliver all books, records,
certificates evidencing preferred stock, depositary receipts and other
documents relating to the subject matter of the depositary agreement to us.

                          DESCRIPTION OF COMMON STOCK

     The statements made under this caption include summaries of certain
provisions contained in our articles of incorporation and by-laws. These
statements do not purport to be complete and are qualified in their entirety by
reference to such articles of incorporation and by-laws.

     We have three classes of common stock outstanding: Class A Special Common
Stock, $1.00 par value per share; Class A Common Stock, $1.00 par value per
share; and Class B Common Stock, $1.00 par value per share. There are currently
authorized 2,500,000,000 shares of Class A Special Common Stock, 200,000,000
shares of Class A Common Stock and 50,000,000 shares of Class B Common Stock.
At the close of business on December 31, 2000, there were outstanding
907,952,668 shares of Class A Special Common Stock, 21,832,250 shares of Class
A Common Stock and 9,444,375 shares of Class B Common Stock.

Dividends

     Subject to the preferential rights of any preferred stock then
outstanding, the holders of Class A Special Common Stock, Class A Common Stock
and Class B Common Stock are entitled to receive pro rata per share cash
dividends as from time to time may be declared by our Board of Directors out of
funds legally available therefor. Each class of our common stock is to receive
dividends, as declared, on an equal basis per share.

     Stock dividends on, and stock splits of, any class of common stock shall
not be paid or issued unless paid or issued on all classes of common stock, in
which case they are to be paid or issued only in shares of that class or in
shares of either Class A Common Stock or Class A Special Common Stock.

     Our Board of Directors eliminated the quarterly cash dividend on all
classes of our common stock in March 1999. We do not intend to pay dividends on
our common stock for the foreseeable future.

Voting Rights

     The holders of the Class A Special Common Stock are not entitled to vote
in the election of directors or otherwise, except where class voting is
required by applicable law or our articles of incorporation, in which case,
each holder of Class A

                                       29

Special Common Stock shall be entitled to one vote per share. Each holder of
Class A Common Stock has one vote per share and each holder of Class B Common
Stock has 15 votes per share. The articles of incorporation provide that the
Class A Special Common Stock, the Class A Common Stock and the Class B Common
Stock vote as separate classes on certain amendments to the articles of
incorporation regarding conversion rights of the Class B Common Stock and as
required by applicable law. Under applicable law, holders of Class A Special
Common Stock have voting rights in the event of certain amendments to the
articles of incorporation and certain mergers and other fundamental corporate
changes. In all other instances, including the election of directors, the Class
A Common Stock and the Class B Common Stock vote as one class. Neither the
holders of Class A Common Stock nor the holders of Class B Common Stock have
cumulative voting rights.

Principal Shareholder

     At November 30, 2000, Sural Corporation, a Delaware corporation, owned
9,444,375 shares of our outstanding Class B Common Stock, 9,581,288 shares of
our outstanding Class A Special Common Stock and 136,913 shares of our
outstanding Class A Common Stock. Mr. Brian L. Roberts, President of Comcast,
owns stock representing substantially all of the voting power of all classes of
voting securities of Sural. Pursuant to Rule 13d-3 under the Securities
Exchange Act of 1934, Mr. Roberts is deemed to be the beneficial owner of the
shares of Class B Common Stock and Class A Common Stock owned by Sural, and he
is deemed to be the beneficial owner of an additional 114,222 shares of Class A
Special Common Stock and 1,356 shares of Class A Common Stock, including 2,712
shares of Class A Special Common Stock and 1,356 shares of Class A Common Stock
owned by his wife, as to which he disclaims beneficial ownership. Since each
share of Class B Common Stock is entitled to 15 votes, the shares of Class A
Common Stock and Class B Common Stock owned by Sural and Mr. Roberts constitute
approximately 87% of the voting power of the two classes of our voting common
stock combined. The Class B Common Stock is convertible on a share-for- share
basis into Class A Common Stock or Class A Special Common Stock. If Sural and
Mr. Roberts were to convert the Class B Common Stock which they are deemed to
beneficially own into Class A Common Stock, Mr. Roberts would beneficially own
9,582,644 shares of Class A Common Stock, which is approximately 31% of the
Class A Common Stock that would be outstanding after the conversion.

Conversion of Class B Common Stock

     The Class B Common Stock is convertible share for share into either the
Class A Common Stock or the Class A Special Common Stock.

Preference on liquidation

     In the event of the liquidation, dissolution or winding up, either
voluntary or involuntary, of us, the holders of Class A Special Common Stock,
Class A Common Stock and Class B Common Stock are entitled to receive, subject
to any liquidation preference of any preferred stock then outstanding, our
remaining assets, if any, in proportion to the number of shares held by them
without regard to class.

Miscellaneous

     The holders of Class A Special Common Stock, Class A Common Stock and
Class B Common Stock do not have any preemptive rights, except that if the
right to subscribe to stock, options or warrants to purchase stock is offered
or granted to all holders of Class A Special Common Stock or Class A Common
Stock, parallel rights must be given to all holders of Class B Common Stock.
All shares of Class A Special Common Stock, Class A Common Stock and Class B
Common Stock presently outstanding are, and all shares of the Class A Special
Common Stock and Class A Common Stock offered hereby, or issuable upon
conversion, exchange or exercise of securities offered hereby, will, when
issued, be, fully paid and non-assessable. We have been advised that the Class
A Special Common Stock and Class A Common Stock are exempt from existing
Pennsylvania personal property tax.

     The transfer agent and registrar for our Class A Special Common Stock and
Class A Common Stock is Boston Equiserve, 525 Washington Blvd., Jersey City,
New Jersey 07310. Their telephone number is (888) 883-8903.

                                       30

                              PLAN OF DISTRIBUTION

     We and/or our trust subsidiaries may sell the securities being offered
hereby in four ways:

     o directly to purchasers;

     o through agents;

     o through underwriters; and

     o through dealers.

     We and/or our trust subsidiaries may directly solicit offers to purchase
securities, or we and/or our trust subsidiaries may designate agents to solicit
such offers. We will, in the prospectus supplement relating to such offering,
name any agent that could be viewed as an underwriter under the Securities Act
of 1933 and describe any commissions we or our trust subsidiaries must pay. Any
such agent will be acting on a best efforts basis for the period of its
appointment or, if indicated in the applicable prospectus supplement, on a firm
commitment basis. Agents, dealers and underwriters may be customers of, engage
in transactions with, or perform services for us in the ordinary course of
business.

     If any underwriters are utilized in the sale of the securities in respect
of which this prospectus is delivered, we will enter into an underwriting
agreement with them at the time of sale to them and we will set forth in the
prospectus supplement relating to such offering their names and the terms of
our agreement with them.

     If a dealer is utilized in the sale of the securities in respect of which
the prospectus is delivered, we will sell such securities to the dealer, as
principal. The dealer may then resell such securities to the public at varying
prices to be determined by such dealer at the time of resale.

     Remarketing firms, agents, underwriters and dealers may be entitled under
agreements which they may enter into with us to indemnification by us against
certain civil liabilities, including liabilities under the Securities Act of
1933, and may be customers of, engage in transactions with or perform services
for us in the ordinary course of business.

     In order to facilitate the offering of the securities, any underwriters
may engage in transactions that stabilize, maintain or otherwise affect the
price of the securities or any other securities the prices of which may be used
to determine payments on such securities. Specifically, any underwriters may
overallot in connection with the offering, creating a short position for their
own accounts. In addition, to cover overallotments or to stabilize the price of
the securities or of any such other securities, the underwriters may bid for,
and purchase, the securities or any such other securities in the open market.
Finally, in any offering of the securities through a syndicate of underwriters,
the underwriting syndicate may reclaim selling concessions allowed to an
underwriter or a dealer for distributing the securities in the offering if the
syndicate repurchases previously distributed securities in transactions to
cover syndicate short positions, in stabilization transactions or otherwise.
Any of these activities may stabilize or maintain the market price of the
securities above independent market levels. Any such underwriters are not
required to engage in these activities, and may end any of these activities at
any time.

     Any underwriter, agent or dealer utilized in the initial offering of
securities will not confirm sales to accounts over which it exercises
discretionary authority without the prior specific written approval of its
customer.

                                 LEGAL MATTERS

     As to matters governed by Pennsylvania law, Arthur R. Block, Esquire,
Senior Vice President and General Counsel of Comcast, and as to matters
governed by New York law, Davis Polk & Wardwell, will pass upon the validity of
the securities on our behalf and on behalf of our trust subsidiaries, although
we may use other counsel, including our employees, to do so. Certain matters of
Delaware law relating to the validity of the guaranteed trust preferred
securities will be passed upon by Richards, Layton & Finger. Unless otherwise
indicated in the accompanying prospectus supplement, legal matters will be
passed upon for the underwriters or agents by Cahill Gordon & Reindel (a
partnership including a professional organization).

                                       31

                                    EXPERTS

     Our consolidated financial statements and consolidated financial statement
schedules in our annual report on Form 10-K for the year ended December 31,
1999 have been audited by Deloitte & Touche LLP, independent auditors, as
stated in their reports, which are incorporated herein by reference, and have
been so incorporated herein in reliance upon the reports of such firm given
upon their authority as experts in accounting and auditing.

     The consolidated financial statements of QVC, Inc. and subsidiaries, as of
December 31, 1998 and for each of the years in the two-year period ended
December 31, 1998, have been incorporated herein by reference and in the
registration statement in reliance upon the report of KPMG LLP, independent
certified public accountants, incorporated herein by reference, and upon the
authority of said firm as experts in accounting and auditing.

                             AVAILABLE INFORMATION

     We, along with our trust subsidiaries, have filed this prospectus as part
of a combined registration statement on Form S-3 with the SEC. The registration
statement contains exhibits and other information that are not contained in
this prospectus. In particular, the registration statement includes as exhibits
forms of our underwriting agreements, copies of our senior indenture and
subordinated indenture, forms of our senior debt security and subordinated debt
security, the declaration of trust of each of our trust subsidiaries, a form of
amended and restated declaration of trust to be adopted in connection with the
issuance of any guaranteed trust preferred securities, a form of preferred
security, the certificate of trust of each of our trust subsidiaries, a form of
guarantee for the guaranteed trust preferred securities, a form of unit
agreement, a form of purchase contract agreement, a form of pledge agreement, a
form of warrant agreement for warrants sold separately, a form of warrant for
warrants sold separately, a form of warrant agreement for warrants sold
attached to securities, a form of warrant for warrants sold attached to
securities, a form of deposit agreement and a form of depositary share. Our
descriptions in this prospectus of the provisions of documents filed as an
exhibit to the registration statement or otherwise filed with the SEC are only
summaries of the documents' material terms. If you want a complete description
of the content of the documents, you should obtain the documents yourself by
following the procedures described below.

     We file annual, quarterly and special reports and other information with
the SEC. You may read and copy any document we file at the SEC's public
reference room located at 450 Fifth Street, N.W., Washington, D.C. 20549, at
Citicorp Center, 500 West Madison Street, Chicago, Illinois 60661 and at Seven
World Trade Center, 13th Floor, New York, New York 10048. Please call the SEC
at 1-800- SEC-0330 for further information on the public reference rooms. You
may also read our SEC filings, including the complete registration statement
and all of the exhibits to it, through the SEC's web site at
http://www.sec.gov.

     Our trust subsidiaries have been created solely to issue guaranteed trust
preferred securities for our financing purposes. We do not plan to provide
separate financial statements for our trust subsidiaries because you will be
relying on our ability to make payments on our debt securities held by the
trust subsidiaries or on our guarantee, rather than the trust subsidiaries'
independent ability to make payments on the guaranteed trust preferred
securities. In addition, although our trust subsidiaries would normally be
required to file information with the SEC on an ongoing basis, we expect that
the trust subsidiaries will be exempt from this filing obligation for as long
as we continue to file our information with the SEC.

     You should rely only on the information contained in this prospectus, in
the accompanying prospectus supplement and in material we file with the SEC. We
have not authorized anyone to provide you with information that is different.
We are offering to sell, and seeking offers to buy, the securities described in
the prospectus only where offers and sales are permitted. The information
contained in this prospectus, the prospectus supplement and our filings with
the SEC is accurate only as of its date, regardless of the time of delivery of
this prospectus and the prospectus supplement or of any sale of the securities.

                                       32

                INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE

     The SEC allows us to "incorporate by reference" the information we file
with them, which means that we can disclose important information to you by
referring you directly to those documents. The information incorporated by
reference is considered to be part of this prospectus. In addition, information
we file with the SEC in the future will automatically update and supersede
information contained in this prospectus and any accompanying prospectus
Supplement. We incorporate by reference the documents listed below, each of
which is filed under SEC File No. 000-06983, and any future filings made with
the SEC under Sections 13(a), 13(c), 14 or 15(d) of the Securities Exchange Act
of 1934 until we sell all of the securities we are offering:

     o    Our annual report on Form 10-K for the year ended December 31, 1999;

     o    Our quarterly reports on Form 10-Q for the fiscal quarters ended
          March 31, 2000, June 30, 2000 and September 30, 2000;

     o    Our current reports on Form 8-K dated January 4, 2001, March 3, 2000,
          January 21, 2000 and January 4, 2000, and on Form 8-K/A dated April
          3, 2000; and

     o    The description of our Class A Special Common Stock and Class A
          Common Stock contained in the first amendment to our registration
          statement on Form 8-A/A dated July 16, 1996.

     We will provide free copies of any of those documents, if you write or
telephone us at: 1500 Market Street, Philadelphia, Pennsylvania 19102-2148,
(215) 665-1700.

                                       33


                                    PART II

                     INFORMATION NOT REQUIRED IN PROSPECTUS

Item 14.  Other Expenses of Issuance and Distribution

     All of the expenses in connection with the offering are as follows:

Securities and Exchange Commission registration fee........   $ 1,000,000
Legal fees and expenses....................................        75,000 *
Printing and engraving fees................................        50,000 *
Accountants' fees and expenses.............................        25,000 *
Miscellaneous..............................................        25,000 *
                                                              -----------
     Total................................................    $ 1,175,000 *
                                                              ===========
- -------------------
*  Estimated

Item 15.  Indemnification of Directors and Officers.

     Sections 1741 through 1750 of Subchapter C, Chapter 17, of the
Pennsylvania Business Corporation Law of 1988 (the "BCL") contain provisions
for mandatory and discretionary indemnification of a corporation's directors,
officers and other personnel, and related matters.

     Under Section 1741, subject to certain limitations, a corporation has the
power to indemnify directors and officers under certain prescribed
circumstances against expenses (including attorney's fees), judgments, fines
and amounts paid in settlement actually and reasonably incurred in connection
with an action or proceeding, whether civil, criminal, administrative or
investigative, to which any of them is a party by reason of his being a
director, officer, employee or agent of the corporation or serving at the
request of the corporation as a director, officer, employee or agent of another
corporation, partnership, joint venture, trust or other enterprise, if he acted
in good faith and in a manner he reasonably believed to be in, or not opposed
to, the best interests of the corporation and, with respect to any criminal
proceeding, has no reasonable cause to believe his conduct was unlawful. Under
Section 1743, indemnification is mandatory to the extent that the director,
officer, employee or agent has been successful on the merits or otherwise in
defense of any action or proceeding relating to third-party or derivative
actions if the appropriate standards of conduct are met.

     Section 1742 provides for indemnification in derivative actions except in
respect of any claim, issue or matter as to which the person has been adjudged
to be liable to the corporation unless and only to the extent that the proper
court determines upon application that, despite the adjudication of liability
but in view of all the circumstances of the case, the person is fairly and
reasonably entitled to indemnity for the expense that the court deems proper.

     Section 1744 provides that, unless ordered by a court, any indemnification
under Sections 1741 or 1742 shall be made by the corporation as authorized in
the specific case upon a determination that the representative met the
applicable standard of conduct set forth in those sections and such
determination shall be made by the board of directors by majority vote of a
quorum of directors not parties to the action or proceeding; if a quorum is not
obtainable or if obtainable and a majority of disinterested directors so
directs, by independent legal counsel; or by the shareholders.

     Section 1745 provides that expenses incurred by an officer, director,
employee or agent in defending a civil or criminal action or proceeding may be
paid by the corporation in advance of the final disposition of such action or
proceeding upon receipt of an undertaking by or on behalf of such person to
repay such amount if it shall ultimately be determined that he is not entitled
to be indemnified by the corporation.

     Section 1746 provides generally that except in any case where the act or
failure to act giving rise to the claim for indemnification is determined by
the court to have constituted willful misconduct or recklessness, the

                                      II-1



indemnification and advancement of expenses provided by this Subchapter of the
BCL shall not be deemed exclusive of any other rights to which a person seeking
indemnification or advancement of expenses may be entitled under any by-law,
agreement, vote of shareholders or disinterested directors or otherwise, both
as to action in his official capacity and as to action in another capacity
while holding that office.

     Section 1747 also grants a corporation the power to purchase and maintain
insurance on behalf of any director or officer against any liability incurred
by him in his capacity as officer or director, whether or not the corporation
would have the power to indemnify him against the liability under this
Subchapter of the BCL.

     Sections 1748 and 1749 extend the indemnification and advancement of
expenses provisions contained in Sections 1741-1750 of the BCL to successor
corporations in fundamental changes and to representatives serving as
fiduciaries of employee benefit plans.

     Section 1750 provides that the indemnification and advancement of expenses
provided by, or granted pursuant to, Sections 1741-1750 of the BCL shall,
unless otherwise provided when authorized or ratified, continue as to a person
who has ceased to be a director, officer, employee or agent and shall inure to
the benefit of the heirs and personal representative of such person.

     For information regarding provisions under which a director or officer of
the Company may be insured or indemnified in any manner against any liability
which he may incur in his capacity as such, reference is made to Article VII of
the Company's By-Laws.

Item 16.  Exhibits.

     The following exhibits are filed as part of the Registration Statement:

     Exhibit      Description
     -------      -----------

        1.1       Form of Underwriting Agreement (Debt Securities, Warrants,
                  Purchase Contracts and Units) (Incorporated by reference to
                  the corresponding exhibit to our Registration Statement on
                  Form S-3 (File No. 333-81391)).

        1.2       Form of Underwriting Agreement (Preferred Stock, Depositary
                  Shares, Common Stock) (Incorporated by reference to the
                  corresponding exhibit to our Registration Statement on Form
                  S-3 (File No. 333-81391)).

        1.3       Form of Underwriting Agreement (Preferred Securities)
                  (Incorporated by reference to the corresponding exhibit to
                  our Registration Statement on Form S-3 (File No. 333-81391)).

        3.1       Amended and Restated By-Laws (Incorporated by reference to
                  Exhibit 3(ii) to our Annual Report on Form 10-K for the year
                  ended December 31, 1993).

        4.1       Senior Indenture dated as of June 15, 1999 between the
                  Company and The Bank of New York (as successor in interest to
                  Bank of Montreal Trust Company), as Trustee (Incorporated by
                  reference to the corresponding exhibit to our Registration
                  Statement on Form S-3 (File No. 333- 81391)).

        4.2       Subordinated Indenture dated as of June 15, 1999 between the
                  Company and Bankers Trust Company, as Trustee (Incorporated
                  by reference to the corresponding exhibit to our Registration
                  Statement on Form S-3 (File No. 333-81391)).

        4.3       Certificate of Trust of Comcast Corporation Trust I
                  (Incorporated by reference to the corresponding exhibit to
                  our Registration Statement on Form S-3 (File No. 333-81391)).

                                      II-2



     Exhibit      Description
     -------      -----------

        4.4       Certificate of Trust of Comcast Corporation Trust II
                  (Incorporated by reference to the corresponding exhibit to
                  our Registration Statement on Form S-3 (File No. 333-81391)).

        4.5       Certificate of Trust of Comcast Corporation Trust III
                  (Incorporated by reference to the corresponding exhibit to
                  our Registration Statement on Form S-3 (File No. 333-81391)).

        4.6       Declaration of Trust of Comcast Corporation Trust I
                  (Incorporated by reference to the corresponding exhibit to
                  our Registration Statement on Form S-3 (File No. 333-81391)).

        4.7       Declaration of Trust of Comcast Corporation Trust II
                  (Incorporated by reference to the corresponding exhibit to
                  our Registration Statement on Form S-3 (File No. 333-81391)).

        4.8       Declaration of Trust of Comcast Corporation Trust III
                  (Incorporated by reference to the corresponding exhibit to
                  our Registration Statement on Form S-3 (File No. 333-81391)).

        4.9       Form of Amended and Restated Declaration of Trust for each of
                  Comcast Corporation Trust I, Comcast Corporation Trust II and
                  Comcast Corporation Trust III (Incorporated by reference to
                  the corresponding exhibit to our Registration Statement on
                  Form S-3 (File No. 333-81391)).

       4.10       Form of Senior Debt Security (Incorporated by reference to
                  the corresponding exhibit to our Registration Statement on
                  Form S-3 (File No. 333-81391)).

       4.11       Form of Subordinated Debt Security (Incorporated by reference
                  to the corresponding exhibit to our Registration Statement on
                  Form S-3 (File No. 333-81391)).

       4.12       Form of Preferred Security (included in Exhibit 4.9)

       4.13       Form of Preferred Securities Guarantee with respect to
                  Preferred Securities (Incorporated by reference to the
                  corresponding exhibit to our Registration Statement on Form
                  S-3 (File No. 333- 81391)).

       4.14       Form of Purchase Contract Agreement relating to Purchase
                  Contracts (to be included in Exhibit 4.15).

       4.15*      Form of Unit Agreement.

       4.16       Form of Warrant Agreement for Warrants sold separately
                  (Incorporated by reference to the corresponding exhibit to
                  our Registration Statement on Form S-3 (File No. 333-81391)).

       4.17       Form of Warrant for Warrants sold separately (included in
                  Exhibit 4.16) (Incorporated by reference to the corresponding
                  exhibit to our Registration Statement on Form S-3 (File No.
                  333- 81391)).

       4.18       Form of Warrant Agreement for Warrants sold attached to other
                  Securities (Incorporated by reference to the corresponding
                  exhibit to our Registration Statement on Form S-3 (File No.
                  333- 81391)).

       4.19       Form of Warrant for Warrants sold attached to other
                  Securities (included in Exhibit 4.18).

       4.20       Form of Pledge Agreement (Incorporated by reference to the
                  corresponding exhibit to our Registration Statement on Form
                  S-3 (File No. 333-81391)).

       4.21       Form of Deposit Agreement (Incorporated by reference to the
                  corresponding exhibit to our Registration Statement on Form
                  S-3 (File No. 333-81391)).

       4.22       Form of Depositary Share (included in Exhibit 4.21).

       5.1**      Opinion of Arthur R. Block, Esquire.


                                      II-3



     Exhibit      Description
     -------      -----------

        5.2**     Opinion of Davis Polk & Wardwell.

        5.3**     Opinion of Richards, Layton & Finger.

       12.1***    Statement re: Computation of Ratios of Earnings to Fixed
                  Charges and Combined Fixed Charges and Preferred Dividends.

       23.1***    Consent of Deloitte & Touche LLP.

       23.2***    Consent of KPMG LLP.

       23.3       Consent of Arthur R. Block, Esquire (included in Exhibit 5.1).

       23.4       Consent of Davis Polk & Wardwell (included in Exhibit 5.2).

       23.5       Consent of Richards, Layton & Finger (included in Exhibit
                  5.3).

       24.1       Powers of Attorney (included on the signature page of this
                  registation statement).

       25.1***    Statement of Eligibility under the Trust Indenture Act of
                  1939, as amended, of The Bank of New York, as Trustee under
                  the Senior Indenture.

       25.2**     Statement of Eligibility under the Trust Indenture Act of
                  1939, as amended, of Bankers Trust Company, as Trustee under
                  the Subordinated Indenture.

       25.3*      Statement of Eligibility under the Trust Indenture Act of
                  1939, as amended, of the Institutional Trustee for Comcast
                  Corporation Trust I.

       25.4*      Statement of Eligibility under the Trust Indenture Act of
                  1939, as amended, of the Institutional Trustee for Comcast
                  Corporation Trust II.

       25.5*      Statement of Eligibility under the Trust Indenture Act of
                  1939, as amended, of the Institutional Trustee for Comcast
                  Corporation Trust III.

- -------------------
*    To be filed with subsequent Current Report on Form 8-K.

**   To be filed with subsequent pre-effective amendment.

***  Filed herewith.

Item 17.  Undertakings.

     The undersigned Registrant hereby undertakes:

     1. (a) To file, during any period in which offers or sales are being made,
a post-effective amendment to this Registration Statement:

          (i) To include any prospectus required by Section 10(a)(3) of the
     Securities Act of 1933 (the "Securities Act");

          (ii) To reflect in the prospectus any facts or events arising after
     the effective date of the Registration Statement (or the most recent
     post-effective amendment thereof) which, individually or in the aggregate,
     represent a fundamental change in the information set forth in the
     Registration Statement;

                                      II-4



          (iii) To include any material information with respect to the plan of
     distribution not previously disclosed in the Registration Statement or any
     material change to such information in the Registration Statement;

     provided, however, that subparagraphs (a) (i) and (a) (ii) shall not apply
     to the extent that information required to be included in a post-effective
     amendment by those subparagraphs is contained in periodic reports filed by
     the registrant pursuant to Section 13 or 15(d) of the Securities Exchange
     Act of 1934 (the "Exchange Act") that are incorporated by reference in the
     Registration Statement.

     (b) That, for the purpose of determining any liability under the
Securities Act, each such post-effective amendment shall be deemed to be a new
Registration Statement relating to the securities offered therein, and the
offering of such securities at that time shall be deemed to be the initial bona
fide offering thereof.

     (c) To remove from registration by means of a post-effective amendment any
of the securities being registered which remain unsold at the termination of
the offering.

     2. The undersigned Registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act, each filing of the
Registrant's annual report pursuant to Section 13(a) or 15(d) of the Exchange
Act that is incorporated by reference in this Registration Statement shall be
deemed to be a new registration statement relating to the securities offered
therein, and the offering of such securities at that time shall be deemed to be
the initial bona fide offering thereof.

     3. If the securities to be registered are to be offered at competitive
bidding, the undersigned registrant hereby undertakes (1) to use its best
efforts to distribute prior to the opening of bids, to prospective bidders,
underwriters, and dealers, a reasonable number of copies of a prospectus which
at that time meets the requirements of Section 10(a) of the Securities Act, and
relating to the securities offered at competitive bidding, as contained in the
Registration Statement, together with any supplements thereto, and (2) to file
an amendment to the Registration Statement reflecting the results of bidding,
the terms of the reoffering and related matters to the extent required by the
applicable form, not later thin the first use, authorized by the issuer after
the opening of bids, of a prospectus relating to the securities offered at
competitive bidding, unless no further public offering of such securities by
the issuer and no reoffering of such securities by the purchasers is proposed
to be made.

     4. Insofar as indemnification for liabilities arising under the Securities
Act may be permitted to directors, officers and controlling persons of the
registrant pursuant to the foregoing provisions, or otherwise, the registrant
has been advised that in the opinion of the Securities and Exchange Commission
such indemnification is against public policy as expressed in the Securities
Act and is, therefore, unenforceable. In the event that a claim for
indemnification against such liabilities (other than the payment by the
registrant of expenses incurred or paid by a director, officer or controlling
person of the registrant in the successful defense of any action, suit or
proceeding) is asserted by such director, officer or controlling person in
connection with the securities being registered, the registrant will, unless in
the opinion of its counsel the matter has been settled by controlling
precedent, submit to a court of appropriate jurisdiction the question whether
such indemnification by it is against public policy as expressed in the Act and
will be governed by the final adjudication of such issue.

                                      II-5



                        SIGNATURES AND POWER OF ATTORNEY

     Pursuant to the requirements of the Securities Act of 1933, Comcast
Corporation certifies that it has reasonable grounds to believe that it meets
all of the requirements for filing on Form S-3 and has duly caused this
Registration Statement to be signed on its behalf by the undersigned, thereunto
duly authorized in Philadelphia, Pennsylvania, on the 19th day of January,
2001.

                                       COMCAST CORPORATION


                                       By: /s/ William E. Dordelman
                                           ------------------------------------
                                           William E. Dordelman, Vice President

     KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears
below hereby constitutes and appoints Ralph J. Roberts, Brian L. Roberts,
Julian A. Brodsky, Lawrence S. Smith, John R. Alchin, Stanley L. Wang, Lawrence
J. Salva, Arthur R. Block and William E. Dordelman and each of them, his (her)
true and lawful attorneys-in-fact and agents, with full power of substitution
and resubstitution, for him (her) and in his (her) name, place and stead, in
any and all capacities, to sign any and all amendments to this Registration
Statement (including post-effective amendments), as well as any related
registration statement for amendment thereto) filed pursuant to Rule 462
promulgated under the Securities Act of 1933, and to file the same, with all
exhibits thereto, and other documents in connection therewith, with the
Securities and Exchange Commission, granting unto said attorneys-in-fact and
agents full power and authority to do and perform each and every act and thing
requisite and necessary to be done in and about the premises, as fully to all
intents and purposes as he (she) might or could do in person, hereby ratifying
and confirming all that said attorneys-in-fact and agents, or their substitute
or substitutes, may lawfully do or cause to be done by virtue hereof.

     Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed below by the following persons in the
capacities and on the dates indicated.


       Signature                        Title                       Date
       ---------                        -----                       ----


/s/ Ralph J. Roberts
- ------------------------    Chairman and Director             January 19, 2001
Ralph J. Roberts


/s/ Julian A. Brodsky
- ------------------------    Vice Chairman and Director        January 19, 2001
Julian A. Brodsky


/s/ Brian L. Roberts
- ------------------------    President (Principal Executive    January 19, 2001
Brian L. Roberts            Officer) and Director


/s/ John R. Alchin
- ------------------------    Executive Vice President and
John R. Alchin              Treasurer (Principal Financial    January 19, 2001
                            Officer)

                                 II-6



       Signature                        Title                       Date
       ---------                        -----                       ----


/s/ Lawrence J. Salva
- ------------------------    Senior Vice President             January 19, 2001
Lawrence J. Salva           (Principal Accounting Officer)


/s/ Gustave G. Amsterdam
- ------------------------    Director                          January 19, 2001
Gustave G. Amsterdam


/s/ Sheldon M. Bonovitz
- ------------------------    Director                          January 19, 2001
Sheldon M. Bonovitz


/s/ Joseph L. Castle II
- ------------------------    Director                          January 19, 2001
Joseph L. Castle II


/s/ Felix G. Rohatyn
- ------------------------    Director                          January 19, 2001
Felix G. Rohatyn


/s/ Bernard C. Watson
- ------------------------    Director                          January 19, 2001
Bernard C. Watson


/s/ Irving A. Wechsler
- ------------------------    Director                          January 19, 2001
Irving A. Wechsler


/s/ Anne Wexler
- ------------------------    Director                          January 19, 2001
Anne Wexler

                                      II-7



                                   SIGNATURES

     Pursuant to the requirements of the Securities Act of 1933, Comcast
Corporation Trust I, Comcast Corporation Trust II and Comcast Corporation Trust
III certify that they have reasonable grounds to believe that they meet all of
the requirements for filing on Form S-3 and that they have duly caused this
Registration Statement or amendment thereto to be signed on their behalf by the
undersigned, thereunto duly authorized, in the City of Newark, State of
Delaware, and the City of Philadelphia and State of Pennsylvania on 19th day of
January, 2001.


                                       COMCAST CORPORATION TRUST I


                                       By: /s/ Donald J. Puglisi
                                          -------------------------------------
                                          Name:  Donald J. Puglisi
                                          Title: Trustee


                                       By: /s/ William E. Dordelman
                                           ------------------------------------
                                           Name:  William E. Dordelman
                                           Title: Trustee



                                       COMCAST CORPORATION TRUST II


                                       By: /s/ Donald J. Puglisi
                                          -------------------------------------
                                          Name:  Donald J. Puglisi
                                          Title: Trustee


                                       By: /s/ William E. Dordelman
                                           ------------------------------------
                                           Name:  William E. Dordelman
                                           Title: Trustee



                                       COMCAST CORPORATION TRUST III


                                       By: /s/ Donald J. Puglisi
                                          -------------------------------------
                                          Name:  Donald J. Puglisi
                                          Title: Trustee


                                       By: /s/ William E. Dordelman
                                           ------------------------------------
                                           Name:  William E. Dordelman
                                           Title: Trustee


                                      II-8



     Exhibit      Description
     -------      -----------

        1.1       Form of Underwriting Agreement (Debt Securities, Warrants,
                  Purchase Contracts and Units) (Incorporated by reference to
                  the corresponding exhibit to our Registration Statement on
                  Form S-3 (File No. 333-81391)).

        1.2       Form of Underwriting Agreement (Preferred Stock, Depositary
                  Shares, Common Stock) (Incorporated by reference to the
                  corresponding exhibit to our Registration Statement on Form
                  S-3 (File No. 333-81391)).

        1.3       Form of Underwriting Agreement (Preferred Securities)
                  (Incorporated by reference to the corresponding exhibit to
                  our Registration Statement on Form S-3 (File No. 333-81391)).

        3.1       Amended and Restated By-Laws (Incorporated by reference to
                  Exhibit 3(ii) to our Annual Report on Form 10-K for the year
                  ended December 31, 1993).

        4.1       Senior Indenture dated as of June 15, 1999 between the
                  Company and The Bank of New York (as successor in interest to
                  Bank of Montreal Trust Company), as Trustee (Incorporated by
                  reference to the corresponding exhibit to our Registration
                  Statement on Form S-3 (File No. 333- 81391)).

        4.2       Subordinated Indenture dated as of June 15, 1999 between the
                  Company and Bankers Trust Company, as Trustee (Incorporated
                  by reference to the corresponding exhibit to our Registration
                  Statement on Form S-3 (File No. 333-81391)).

        4.3       Certificate of Trust of Comcast Corporation Trust I
                  (Incorporated by reference to the corresponding exhibit to
                  our Registration Statement on Form S-3 (File No. 333-81391)).

        4.4       Certificate of Trust of Comcast Corporation Trust II
                  (Incorporated by reference to the corresponding exhibit to
                  our Registration Statement on Form S-3 (File No. 333-81391)).

        4.5       Certificate of Trust of Comcast Corporation Trust III
                  (Incorporated by reference to the corresponding exhibit to
                  our Registration Statement on Form S-3 (File No. 333-81391)).

        4.6       Declaration of Trust of Comcast Corporation Trust I
                  (Incorporated by reference to the corresponding exhibit to
                  our Registration Statement on Form S-3 (File No. 333-81391)).

        4.7       Declaration of Trust of Comcast Corporation Trust II
                  (Incorporated by reference to the corresponding exhibit to
                  our Registration Statement on Form S-3 (File No. 333-81391)).

        4.8       Declaration of Trust of Comcast Corporation Trust III
                  (Incorporated by reference to the corresponding exhibit to
                  our Registration Statement on Form S-3 (File No. 333-81391)).

        4.9       Form of Amended and Restated Declaration of Trust for each of
                  Comcast Corporation Trust I, Comcast Corporation Trust II and
                  Comcast Corporation Trust III (Incorporated by reference to
                  the corresponding exhibit to our Registration Statement on
                  Form S-3 (File No. 333-81391)).

       4.10       Form of Senior Debt Security (Incorporated by reference to
                  the corresponding exhibit to our Registration Statement on
                  Form S-3 (File No. 333-81391)).

       4.11       Form of Subordinated Debt Security (Incorporated by reference
                  to the corresponding exhibit to our Registration Statement on
                  Form S-3 (File No. 333-81391)).

       4.12       Form of Preferred Security (included in Exhibit 4.9).

                                      E-1



     Exhibit      Description
     -------      -----------

       4.13       Form of Preferred Securities Guarantee with respect to
                  Preferred Securities (Incorporated by reference to the
                  corresponding exhibit to our Registration Statement on Form
                  S-3 (File No. 333- 81391)).

       4.14       Form of Purchase Contract Agreement relating to Purchase
                  Contracts (to be included in Exhibit 4.15).

       4.15*      Form of Unit Agreement.

       4.16       Form of Warrant Agreement for Warrants sold separately
                  (Incorporated by reference to the corresponding exhibit to
                  our Registration Statement on Form S-3 (File No. 333-81391)).

       4.17       Form of Warrant for Warrants sold separately (included in
                  Exhibit 4.16) (Incorporated by reference to the corresponding
                  exhibit to our Registration Statement on Form S-3 (File No.
                  333- 81391)).

       4.18       Form of Warrant Agreement for Warrants sold attached to other
                  Securities (Incorporated by reference to the corresponding
                  exhibit to our Registration Statement on Form S-3 (File No.
                  333- 81391)).

       4.19       Form of Warrant for Warrants sold attached to other
                  Securities (included in Exhibit 4.18).

       4.20       Form of Pledge Agreement (Incorporated by reference to the
                  corresponding exhibit to our Registration Statement on Form
                  S-3 (File No. 333-81391)).

       4.21       Form of Deposit Agreement (Incorporated by reference to the
                  corresponding exhibit to our Registration Statement on Form
                  S-3 (File No. 333-81391)).

       4.22       Form of Depositary Share (included in Exhibit 4.21).

       5.1**      Opinion of Arthur R. Block, Esquire.

       5.2**      Opinion of Davis Polk & Wardwell.

       5.3**      Opinion of Richards, Layton & Finger.

      12.1***     Statement re: Computation of Ratios of Earnings to Fixed
                  Charges and Combined Fixed Charges and Preferred Dividends.

      23.1***     Consent of Deloitte & Touche LLP.

      23.2***     Consent of KPMG LLP.

      23.3        Consent of Arthur R. Block, Esquire (included in Exhibit 5.1).

      23.4        Consent of Davis Polk & Wardwell (included in Exhibit 5.2).

      23.5        Consent of Richards, Layton & Finger (included in Exhibit
                  5.3).

      24.1        Powers of Attorney (included on the signature page of this
                  registration statement).

      25.1***     Statement of Eligibility under the Trust Indenture Act of
                  1939, as amended, of The Bank of New York, as Trustee under
                  the Senior Indenture.

      25.2**      Statement of Eligibility under the Trust Indenture Act of
                  1939, as amended, of Bankers Trust Company, as Trustee under
                  the Subordinated Indenture.

                                      E-2

      25.3*       Statement of Eligibility under the Trust Indenture Act of
                  1939, as amended, of the Institutional Trustee for Comcast
                  Corporation Trust I.

      25.4*       Statement of Eligibility under the Trust Indenture Act of
                  1939, as amended, of the Institutional Trustee for Comcast
                  Corporation Trust II.

      25.5*       Statement of Eligibility under the Trust Indenture Act of
                  1939, as amended, of the Institutional Trustee for Comcast
                  Corporation Trust III.

- -------------------
*    To be filed with subsequent Current Report on Form 8-K.

**   To be filed with subsequent pre-effective amendment.

***  Filed herewith.

                                      E-3

                                                                                                                        EXHIBIT 12.1

COMCAST CORPORATION
RATIO OF EARNINGS TO FIXED CHARGES AND TO
COMBINED FIXED CHARGES AND PREFERRED DIVIDENDS
(dollars in millions)


                                               Nine Months Ended September 30,                Years Ended December 31,
                                               -------------------------------   ---------------------------------------------------
                                                    2000             1999          1999       1998        1997       1996      1995
                                               -------------    --------------   --------   --------    -------     ------    ------
                                                                                                         
Earnings (loss) before fixed charges(1):

Earnings (loss) from continuing operations
  before extraordinary items and
  cumulative effect of accounting changes         $1,261.5          $948.5         $780.9   $1,007.7    ($182.9)     ($6.4)    $48.0
Income tax expense (benefit)                         905.6           827.9          723.7      594.0       70.4      109.0      91.3
Equity in net loss  of affiliates                      7.7            (0.9)          (1.4)     515.9      343.8      144.8      87.2
Fixed charges, less capitalized interest             507.0           392.8          538.3      466.7      458.9      448.4     450.0
                                                  --------        --------       --------   --------     ------     ------    ------
                                                  $2,681.8        $2,168.3       $2,041.5   $2,584.3     $690.2     $695.8    $676.5
                                                  ========        ========       ========   ========     ======     ======    ======

Fixed Charges (1):
Interest expense                                  $  507.0        $  392.8       $  538.3     $466.7     $458.9     $448.4    $450.0
Capitalized interest                                     -           -                  -                  18.0       32.1       6.4
                                                  --------        --------       --------   --------     ------     ------    ------
                                                  $  507.0        $  392.8       $  538.3   $  466.7     $476.9     $480.5    $456.4
                                                  ========        ========       ========   ========     ======     ======    ======

Preference Security Dividend                      $   34.9        $   34.5       $   45.7   $   44.8     $ 22.8     $  1.1         -
                                                  --------        --------       --------   --------     ------     ------    ------
Combined fixed charges and
  preferred dividends                             $  541.9        $  427.3       $  584.0   $  511.5     $499.7     $481.6    $456.4
                                                  ========        ========       ========   ========     ======     ======    ======
Ratio of earnings to fixed charges                    5.29            5.52           3.79       5.54       1.45       1.45      1.48

Ratio of earnings to combined fixed charges
  and preferred dividends                             4.95            5.07           3.50       5.05       1.38       1.44      1.48

(1)  For purposes of calculating the ratio of earnings to fixed charges, earnings consist of income (loss) from continuing
     operations before income taxes, extraordinary items, cumulative effect of accounting changes, equity in net losses of
     affiliates and fixed charges.  Fixed charges consist of interest expense and capitalized interest. Combined fixed charges
     and preferred stock dividends consist of fixed charges, as defined above, and the amount of pre-tax earnings required to pay
     the dividends on the Company's preferred stock.

                                                                   Exhibit 23.1


INDEPENDENT AUDITORS' CONSENT


We consent to the incorporation by reference in this Registration Statement of
Comcast Corporation and its subsidiaries on Form S-3 of our reports dated
February 24, 2000, appearing in the Annual Report on Form 10-K of Comcast
Corporation and its subsidiaries for the year ended December 31, 1999 and to
the reference to us under the heading "Experts" in the Prospectus, which is
part of this Registration Statement.


Philadelphia, Pennsylvania
January 17, 2001

                                              /s/ Deloitte & Touche LLP
                                              ---------------------------------
                                                  Deloitte & Touche LLP

                                                                   Exhibit 23.2


Consent of Independent Auditors


The Board of Directors
QVC, Inc.:

We consent to the incorporation by reference in the registration statement on
Form S-3 of Comcast Corporation of our report dated February 3, 1999, with
respect to the consolidated balance sheet of QVC, Inc. and subsidiaries as of
December 31, 1998, and the related consolidated statements of operations and
comprehensive income, shareholders' equity, and cash flows for each of the
years in the two-year period ended December 31, 1998 (such consolidated
financial statements are not separately presented herein), which report is
included as an exhibit to the Form 10-K of Comcast Corporation for the year
ended December 31, 1999. We also consent to the reference to us under the
heading "Experts" in the Prospectus.


Philadelphia, Pennsylvania
January 17, 2001


                                              /s/ KPMG LLP
                                              -----------------------------
                                                  KPMG LLP

===============================================================================

                                    FORM T-1

                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                            STATEMENT OF ELIGIBILITY
                   UNDER THE TRUST INDENTURE ACT OF 1939 OF A
                    CORPORATION DESIGNATED TO ACT AS TRUSTEE

                      CHECK IF AN APPLICATION TO DETERMINE
                      ELIGIBILITY OF A TRUSTEE PURSUANT TO
                             SECTION 305(b)(2) |__|



                              THE BANK OF NEW YORK
              (Exact name of trustee as specified in its charter)

New York                                                  13-5160382
(State of incorporation                                   (I.R.S. employer
if not a U.S. national bank)                              identification no.)

One Wall Street, New York, N.Y.                           10286
(Address of principal executive offices)                  (Zip code)



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


Pennsylvania                                              23-1709202
(State or other jurisdiction of                           (I.R.S. employer
incorporation or organization)                            identification
no.)

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

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

                             Senior Debt Securities
                      (Title of the indenture securities)

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1.   General information. Furnish the following information as to the Trustee:

     (a)  Name and address of each examining or supervising authority to which
          it is subject.

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                  Name                                        Address
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     Superintendent of Banks of the State     2 Rector Street, New York,
     of New York                              N.Y. 10006, and Albany, N.Y. 12203

     Federal Reserve Bank of New York         33 Liberty Plaza, New York,
                                              N.Y. 10045

     Federal Deposit Insurance Corporation    Washington, D.C. 20429

     New York Clearing House Association      New York, New York  10005

     (b)  Whether it is authorized to exercise corporate trust powers.

     Yes.

2.   Affiliations with Obligor.

     If the obligor is an affiliate of the trustee, describe each such
     affiliation.

     None.

16.  List of Exhibits.

     Exhibits identified in parentheses below, on file with the Commission, are
     incorporated herein by reference as an exhibit hereto, pursuant to Rule
     7a-29 under the Trust Indenture Act of 1939 (the "Act") and 17 C.F.R.
     229.10(d).

     1.   A copy of the Organization Certificate of The Bank of New York
          (formerly Irving Trust Company) as now in effect, which contains the
          authority to commence business and a grant of powers to exercise
          corporate trust powers. (Exhibit 1 to Amendment No. 1 to Form T-1
          filed with Registration Statement No. 33-6215, Exhibits 1a and 1b to
          Form T-1 filed with Registration Statement No. 33-21672 and Exhibit 1
          to Form T-1 filed with Registration Statement No. 33-29637.)

     4.   A copy of the existing By-laws of the Trustee. (Exhibit 4 to Form T-1
          filed with Registration Statement No. 33-31019.)

     6.   The consent of the Trustee required by Section 321(b) of the Act.
          (Exhibit 6 to Form T-1 filed with Registration Statement No.
          33-44051.)

     7.   A copy of the latest report of condition of the Trustee published
          pursuant to law or to the requirements of its supervising or
          examining authority.


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                                   SIGNATURE


     Pursuant to the requirements of the Act, the Trustee, The Bank of New
York, a corporation organized and existing under the laws of the State of New
York, has duly caused this statement of eligibility to be signed on its behalf
by the undersigned, thereunto duly authorized, all in The City of New York, and
State of New York, on the 18th day of January, 2001.

                                            THE BANK OF NEW YORK


                                            By: /s/  STEPHEN J. GIURLANDO
                                                -------------------------
                                                Name:   STEPHEN J. GIURLANDO
                                                Title:  VICE PRESIDENT






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                      Consolidated Report of Condition of
                              THE BANK OF NEW YORK

                    of One Wall Street, New York, N.Y. 10286
                     And Foreign and Domestic Subsidiaries,
a member of the Federal Reserve System, at the close of business September 30,
2000, published in accordance with a call made by the Federal Reserve Bank of
this District pursuant to the provisions of the Federal Reserve Act.

                                                                 Dollar Amounts
ASSETS                                                            In Thousands
Cash and balances due from depository institutions:
   Noninterest-bearing balances and currency and coin..             $4,194,838
   Interest-bearing balances...........................              4,596,320
Securities:
   Held-to-maturity securities.........................                837,052
   Available-for-sale securities.......................              4,877,379
Federal funds sold and Securities purchased under
   agreements to resell................................              3,085,401
Loans and lease financing receivables:
   Loans and leases, net of unearned
     income.......................37,707,721
   LESS: Allowance for loan and
     lease losses....................598,990
   LESS: Allocated transfer risk
     reserve..........................12,370
   Loans and leases, net of unearned income,
     allowance, and reserve............................             37,096,361
Trading Assets.........................................             10,039,718
Premises and fixed assets (including capitalized
   leases).............................................                740,743
Other real estate owned................................                  4,714
Investments in unconsolidated subsidiaries and
   associated companies................................                178,845
Customers' liability to this bank on acceptances
   outstanding.........................................                887,442
Intangible assets......................................              1,353,079
Other assets...........................................              4,982,250
                                                                   -----------
Total assets...........................................            $72,874,142
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LIABILITIES
Deposits:
   In domestic offices.................................            $26,812,643
   Noninterest-bearing............11,206,758
   Interest-bearing...............15,605,885
   In foreign offices, Edge and Agreement
     subsidiaries, and IBFs............................             26,338,068
   Noninterest-bearing...............520,061
   Interest-bearing...............25,818,007
Federal funds purchased and Securities sold under
   agreements to repurchase............................              1,789,285
Demand notes issued to the U.S.Treasury................                100,000
Trading liabilities....................................              2,440,940
Other borrowed money:
   With remaining maturity of one year or less.........              1,581,151
   With remaining maturity of more than one year
     through three years...............................                      0
   With remaining maturity of more than three years....                 31,080
Bank's liability on acceptances executed and
   outstanding.........................................                889,948
Subordinated notes and debentures......................              1,652,000
Other liabilities......................................              4,914,363
                                                                   -----------
Total liabilities......................................             66,549,478
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EQUITY CAPITAL
Common stock...........................................              1,135,285
Surplus................................................                988,327
Undivided profits and capital reserves.................              4,242,906
Net unrealized holding gains (losses) on
   available-for-sale securities.......................                (11,848)
Accumulated net gains (losses) on cash flow hedges.....                      0
Cumulative foreign currency translation adjustments....                (30,006)
                                                                   -----------
Total equity capital...................................              6,324,664
                                                                   -----------
Total liabilities and equity capital...................            $72,874,142
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     I, Thomas J. Mastro, Senior Vice President and Comptroller of the
above-named bank do hereby declare that this Report of Condition has been
prepared in conformance with the instructions issued by the Board of Governors
of the Federal Reserve System and is true to the best of my knowledge and
belief.

                                                               Thomas J. Mastro


     We, the undersigned directors, attest to the correctness of this Report of
Condition and declare that it has been examined by us and to the best of our
knowledge and belief has been prepared in conformance with the instructions
issued by the Board of Governors of the Federal Reserve System and is true and
correct.

Thomas A. Renyi
Gerald L. Hassell                       Directors
Alan R. Griffith


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