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Mail Stop 0407

									October 22, 2004
Arthur R. Block, Esq.
Senior Vice President
Comcast Corporation
1500 Market Street
Philadelphia, PA 19102

	RE: 	Comcast Corporation
		Form S-3
		Filed September 21, 2004
		File No. 333-119161

Dear Mr. Block:

We have limited our review of your Form S-3 to matters concerning your
plan of distribution and have the following comments.  As we have
conducted only a limited review of your Form S-3, we urge all persons
who are by statute responsible for the adequacy and accuracy of the
registration statement to be certain that all information required
pursuant to the Securities Act of 1933, as amended, has been included.

Please understand that the purpose of our review process is to assist
you in your compliance with the applicable disclosure requirements and
to enhance the overall disclosure in your filings.  We look forward to
working with you in these respects.  We welcome any questions you may
have about our comments or on any other aspect of our review.  Feel
free to call us at the telephone numbers listed at the end of this
letter.

Form S-3

Plan of Distribution, page 6
1. Tell us supplementally why you have structured the transactions as
a purchase by the company from option holders and a subsequent
purchase by J.P. Morgan of similar options as opposed to a transfer by
option holders directly to J.P. Morgan.
2. Please clarify up front in plain language how the sale of options
to J.P. Morgan interrelates with the hedging activities of selling the
common stock.  In this respect, we note from 6 that none of the shares
that J.P. Morgan will sell pursuant to the offering will be acquired
from you.  Please clearly explain the overall structure of the
program, i.e. how each component contributes to the purpose of the
option liquidity program, which is to give option holders some value
for their options.
3. In this respect, please explain briefly in plain language how the
sale of shares by J.P. Morgan in this offering hedges its economic
risk with respect to options it purchases from you.
4. We note your paragraph ending with the sentence "Any of J.P. Morgan
Securities Inc.`s market activities with respect to our common stock
may affect the market price and volatility of our common stock."   It
seems more appropriate to include in the risk factors section this
paragraph and additional disclosure highlighting the fact that the
sales of common stock in this offering may be driven by J.P. Morgan`s
exposure with respect to the Comcast options that it holds more so
than by the current market conditions relating to Comcast.
5. We note the statement that "These sales may take place before,
during or after the election and averaging periods .... "  Tell us
supplementally why the sales may take place before the election and
averaging periods and address since it does not appear that JPMorgan
Chase or its affiliates have economic risk to hedge before Comcast
eligible optionees can elect to participate in the Stock Option
Liquidity Program.
6. Please revise to name J.P. Morgan Securities Inc. and JP Morgan
Chase as statutory underwriters under Section 2(11) of the Securities
Act of 1933.
7. We note that you plan to file the registration agreement,
engagement agreement, call option transaction confirmation and program
agreement by amendment.  Please afford us sufficient time to review
these documents.

*****
Please amend your registration statement in response to these
comments.  You may wish to provide us with marked copies of the
amendment to expedite our review.  Please furnish a cover letter with
your amendment that keys your responses to our comments and provides
any requested supplemental information.  File the cover letter as
correspondence.  Detailed cover letters greatly facilitate our review.
Please understand that we may have additional comments after reviewing
your amendment and responses to our comments.

We urge all persons who are responsible for the accuracy and adequacy
of the disclosure in the filings reviewed by the staff to be certain
that they have provided all information investors require for an
informed decision.  Since the company and its management are in
possession of all facts relating to a company`s disclosure, they are
responsible for the accuracy and adequacy of the disclosures they have
made.

	Notwithstanding our comments, in the event the company requests
acceleration of the effective date of the pending registration
statement, it should furnish a letter, at the time of such request,
acknowledging that:

* should the Commission or the staff, acting pursuant to delegated
authority, declare the filing effective, it does not foreclose the
Commission from taking any action with respect to the filing;

* the action of the Commission or the staff, acting pursuant to
delegated authority, in declaring the filing effective, does not
relieve the company from its full responsibility for the adequacy and
accuracy of the disclosure in the filing; and

* the company may not assert this action as a defense in any
proceeding initiated by the Commission or any person under the federal
securities laws of the United States.

	In addition, please be advised that the Division of Enforcement
has access to all information you provide to the staff of the Division
of Corporation Finance in connection with our review of your filing or
in response to our comments on your filing.

We will consider a written request for acceleration of the effective
date of the registration statement as a confirmation of the fact that
those requesting acceleration are aware of their respective
responsibilities under the Securities Act of 1933 and the Securities
Exchange Act of 1934 as they relate to the proposed public offering of
the securities specified in the above registration statement.  We will
act on the request and, pursuant to delegated authority, grant
acceleration of the effective date.
We direct your attention to Rules 460 and 461 regarding the
distribution of preliminary prospectuses and requests for
acceleration.  Once we have indicated that all outstanding comments on
the registration statement have been resolved, provide us with signed
letters requesting effectiveness under Rule 461.  Provide this request
at least two business days prior to the desired effective date.

You may contact Jennifer Hardy, Senior Staff Attorney, at (202) 942-
2864, or me at (202) 942-1990 with any questions.

							Sincerely,


							Larry Spirgel
							Assistant Director

cc: Robert Friedel, Esq. , Pepper Hamilton LLP
Arthur R. Block
Comcast Corporation
October 22, 2004
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