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                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

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

                                    FORM 8-K

                                 CURRENT REPORT
                     Pursuant to Section 13 or 15(d) of the
                         Securities Exchange Act of 1934

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

                                  April 7, 1999
                        (Date of earliest event reported)

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



      Pennsylvania                    0-6983                   23-1709202
(State of Incorporation)      (Commission File Number)       (IRS Employer
                                                           Identification No.)



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


Registrant's telephone number including area code:          (215) 665-1700



ITEM 5. Other Events. On April 7, 1999, Comcast Corporation ("Comcast"), issued a press release announcing that it has completed the acquisition of a controlling interest in Jones Intercable, Inc. ("Jones Intercable") Comcast purchased approximately 12.8 million shares of Class A Common Stock of Jones Intercable and approximately 2.9 million shares of Common Stock of Jones Intercable, representing approximately 37% of the economic and 47% of the voting interest in Jones Intercable. Comcast contributed these shares of Jones Intercable to Comcast Cable Communications, Inc. ("Comcast Cable"), a wholly-owned subsidiary of Comcast. The approximately 2.9 million shares of Common Stock of Jones Intercable represent approximately 57% of the outstanding shares of Common Stock, and the Common Stock voting as a class elects 75% of the Board of Directors of Jones Intercable. As, a result, Jones Intercable will be a consolidated public company subsidiary of Comcast Cable. A copy of Comcast's press release dated April 7, 1999 is filed herewith as Exhibit 99.1 and is incorporated herein by reference. ITEM 7. Financial Statements and Exhibits. (c) Exhibits: 99.1 Press Release dated April 7, 1999. -2-

SIGNATURE Pursuant to the requirements of the Securities Exchange Act of 1934, Registrant has duly caused this Report to be signed on its behalf by the undersigned, thereunto duly authorized. COMCAST CORPORATION By: /s/ Arthur R. Block Arthur R. Block Vice President and Senior Deputy General Counsel Date: April 8, 1999 -3-

EXHIBIT INDEX Exhibit No. Exhibit 99.1 Press Release dated April 7, 1999.


                                                             COMCAST CORPORATION
NEWS RELEASE


Contact:
Ken Mikalauskas, Vice President - Finance
(215) 981-7541

Kelley L. Claypool, Senior Analyst - Investor Relations
(215) 655-8016


              COMCAST COMPLETES ACQUISITION OF CONTROLLING INTEREST
                            IN JONES INTERCABLE, INC.

April 7, 1999

Philadelphia, PA-- Comcast Corporation announced today that it has completed the
acquisition of a controlling interest in Jones Intercable,  Inc. The Company now
owns approximately 12.8 million shares of Class A Common Stock and approximately
2.9  million   shares  of  Common  Stock  of  Jones   Intercable,   representing
approximately  37% of the  economic  and 47% of the  voting  interest  in  Jones
Intercable.  The  Company  has  contributed  these  shares  to its  wholly-owned
subsidiary,   Comcast  Cable   Communications,   Inc.  ("Comcast  Cable").   The
approximately 2.9 million shares of Common Stock represents approximately 57% of
the  outstanding  Common Stock,  which class of stock elects 75% of the Board of
Directors  of Jones  Intercable.  As a result,  Jones  Intercable  will now be a
consolidated public company subsidiary of Comcast Cable.

Investor Relations  inquiries for Jones Intercable should now be directed to the
contacts at Comcast listed above.

Comcast Corporation (www.comcast.com) is principally engaged in the development,
management  and  operation of broadband  cable  networks and in the provision of
content  through  principal  ownership  of QVC,  Comcast-Spectacor  and  Comcast
SportsNet,  a controlling  interest in E!  Entertainment  Television and through
other programming investments.

Comcast's  Class A Special  and Class A Common  Stock are  traded on The  Nasdaq
Stock Market under the symbols CMCSK and CMCSA, respectively.

Jones Intercable  (www.jic.com)  owns or manages cable  operations  serving more
than 1.0 million  customers.  Jones Intercable's Class A Common Stock and Common
Stock are traded on The Nasdaq Stock  Market  under the symbols  JOINA and JOIN,
respectively.