EXHIBIT 4.15


                                PLEDGE AGREEMENT


     PLEDGE AGREEMENT, dated as of [         ] (this "Agreement"), among Comcast
Corporation, a Pennsylvania corporation (the "Company"), [           ], not
individually but solely as collateral agent (in such capacity, together with its
successors in such capacity, the "Collateral Agent"), and [           ], not
individually but solely
as purchase contract agent and as attorney-in-fact of the Holders (as
hereinafter defined) from time to time of the Securities (as hereinafter
defined) (in such capacity, together with its successors in such capacity, the
"Purchase Contract Agent") under the Purchase Contract Agreement (as hereinafter
defined).

                                    RECITALS

     The Company and the Purchase Contract Agent are parties to the Purchase
Contract Agreement, dated as of the date hereof (as modified and supplemented
and in effect from time to time, the "Purchase Contract Agreement"), pursuant to
which there will be issued [____]% [____________] (the "Securities").

     [The full and punctual payment of (i) all amounts payable by the Company
from time to time pursuant to the Purchase Contract (including, without
limitation, any interest ("Post-Petition Interest") which accrues after the
commencement of any case, proceeding or other action relating to the bankruptcy,
insolvency or reorganization of the Company (whether or not such interest is
allowed or allowable as a claim in any such case, proceedings or other action)
and (ii) any renewals, refinancings or extensions of any of the foregoing
(including Post-Petition Interest) are fully and unconditionally guaranteed on
an unsecured basis, by [Comcast Cable Communications, Inc.,] [Comcast Cable
Communications Holdings, Inc.,] [Comcast Cable Holdings, LLC and] [Comcast MO
Group, Inc.] (collectively, the "Cable Guarantors") under and in accordance with
the Guarantee Agreement dated as of [ ] among the Cable Guarantors and [ ], as
Guarantee Trustee.]

     Each Security consists of (a) one Purchase Contract (as hereinafter
defined) and (b) [ ]% United States Treasury Notes due [ ] ("Treasury Notes")
having a principal amount equal to $[ ] (the "Stated Amount") and maturing on [
] (the "Final Settlement Date"), subject to the pledge of such Treasury Notes
created hereby.

     The Company has caused the Underwriters to purchase the Treasury Notes on
its behalf with the proceeds of the offering of the Securities and the Company

<PAGE>


has simultaneously conveyed such Treasury Notes to the Holders as a part of the
Securities.

     Pursuant to the terms of the Purchase Contract Agreement and the `Purchase
Contracts, the Holders (as defined in the Purchase Contract Agreement) from time
to time of the Securities have irrevocably authorized the Purchase Contract
Agent, as attorney-in-fact of such Holders, among other things to execute and
deliver this Agreement on behalf of such Holders and to grant the pledge
provided hereby of the Treasury Notes constituting part of such Securities as
provided herein and subject to the terms hereof.

     Accordingly, the Company, the Collateral Agent and the Purchase Contract
Agent, on its own behalf and as attorney-in-fact of the Holders from time to
time of the Securities, agree as follows:

     Section 1. Definitions. For all purposes of this Agreement, except as
otherwise expressly provided or unless the context otherwise requires:

          (1) the terms defined in this Article have the meanings assigned to
     them in this Article and include the plural as well as the singular; and

          (2) the words "herein", "hereof" and "hereunder" and other words of
     similar import refer to this Agreement as a whole and not to any particular
     Article, Section or other subdivision.

     "Act" has the meaning specified in the Purchase Contract Agreement.

     "Agreement" means this instrument as originally executed or as it may from
time to time be supplemented or amended by one or more agreements supplemental
hereto entered into pursuant to the applicable provisions hereof.

     "Applicable Treasury Regulations" means Subpart O-Book-Entry Procedure of
Title 31 of the Code of Federal Regulations (31 CFR (S) 306.115 et. seq.) and
any other regulations of the United States Treasury Department from time to time
applicable to the transfer or pledge of book-entry U.S. Treasury Securities.

     "Bankruptcy Code" means Title 11 of the United States Code, or any other
law of the United States that from time to time provides a uniform system of
bankruptcy laws.

     "Board Resolution" has the meaning specified in the Purchase Contract
Agreement.


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<PAGE>


     "Business Day" means any day that is not a Saturday, a Sunday or a day on
which the New York Stock Exchange or banking institutions or trust companies in
[The City of New York] are authorized or obligated by law or executive order to
be closed.

     "Collateral Agent" has the meaning specified in the first paragraph of this
instrument.

     "Collateral Account" means the account maintained at [           ] in the
name "[           ] as Collateral Agent of Comcast Corporation as pledgee of
[           ] as Purchase Contract Agent".

     "Company" means the Person named as the "Company" in the first paragraph of
this instrument until a successor shall have become such, and thereafter
"Company" shall mean such successor.

     "Early Settlement" has the meaning specified in the Purchase Contract
Agreement.

     "Early Settlement Amount" has the meaning specified in the Purchase
Contract Agreement. "Final Settlement Date" has the meaning specified in the
Recitals.

     "Holder" when used with respect to a Security, or a Purchase Contract
constituting a part thereof, has the meaning specified in the Purchase Contract
Agreement.

     "Opinion of Counsel" means an opinion in writing signed by legal counsel,
who may be an employee of or counsel to the Company and who shall be reasonably
acceptable to the Collateral Agent or the Purchase Contract Agent, as the case
may be.

     "Outstanding Securities" has the meaning specified in the Purchase Contract
Agreement.

     "Outstanding Security Certificates" has the meaning specified in the
Purchase Contract Agreement.

     "Person" means any individual, corporation, limited liability company,
partnership, joint venture, association, joint-stock company, trust,
unincorporated organization or government or any agency or political subdivision
thereof.

     "Pledge" has the meaning specified in Section 2 hereof.

     "Pledged Treasury Notes" has the meaning specified in Section 2 hereof.


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<PAGE>


     "Purchase Contract" has the meaning specified in the Purchase Contract
Agreement.

     "Purchase Contract Agent" has the meaning specified in the first paragraph
of this instrument.

     "Security" has the meaning specified in the Recitals.

     "Security Certificate" has the meaning specified in the Purchase Contract
Agreement.

     "Stated Amount" has the meaning specified in the Recitals.

     "Termination Event" has the meaning specified in the Purchase Contract
Agreement.

     "Treasury Notes" has the meaning specified in the Recitals.

     Section 2. The Pledge. The Holders from time to time of the Securities
acting through the Purchase Contract Agent, as their attorney-in-fact, hereby
pledge and grant to the Collateral Agent for the benefit of the Company, as
collateral security for the performance when due by such Holders of their
respective obligations under the Purchase Contracts constituting part of such
Securities, a security interest in all of the right, title and interest of such
Holders in the Treasury Notes constituting a part of such Securities. Prior to
or concurrently with the execution and delivery of this Agreement, the initial
Holders and the Purchase Contract Agent shall (i) cause the Treasury Notes to be
transferred to the Collateral Agent by Federal Reserve Bank-Wire to the account
of the Collateral Agent and (ii) the Collateral Agent shall credit the Treasury
Notes to the Collateral Account; in each case pursuant to Applicable Treasury
Regulations and to the Uniform Commercial Code to the extent such laws are
applicable. The pledge provided in this Section 2 is herein referred to as the
"Pledge" and the Treasury Notes subject to the Pledge, excluding any Treasury
Notes released from the Pledge as provided in Section 4 hereof, are hereinafter
referred to as the "Pledged Treasury Notes". Subject to the Pledge, the Holders
from time to time of the Securities shall have full beneficial ownership of the
Treasury Notes constituting a part of such Securities.

     Section 3. Distribution of Principal and Interest. (a) All payments of
principal of, or interest on, any Treasury Notes constituting part of the
Securities received by the Collateral Agent shall be paid by the Collateral
Agent by wire transfer in same day funds no later than 1:00 p.m., New York City
time, on the Business Day such interest payment is received by the Collateral
Agent (provided that in the event such interest payment is received by the
Collateral Agent on a day that is not a Business Day or after 1:00 p.m., New
York City time, on a Business Day, then such payment shall be made no later than
10:00 a.m., New


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<PAGE>


York City time, on the next succeeding Business Day) (i) in the case of (A)
interest payments and (B) any principal payments with respect to any Treasury
Notes that have been released from the Pledge pursuant to Section 4 hereof, to
the Purchase Contract Agent to the account designated by it for such purpose and
(ii) in the case of principal payments on any Pledged Treasury Notes, the
Purchase Contract Agent on behalf of the Holder hereby directs the Collateral
Agent to make such payments to the Company, in full satisfaction of the
respective obligations of the Holders of the Securities of which such Pledged
Treasury Notes are a part under the Purchase Contracts forming a part of such
Securities. All such payments received by the Purchase Contract Agent as
provided herein shall be applied by the Purchase Contract Agent pursuant to the
provisions of the Purchase Contract Agreement. If, notwithstanding the
foregoing, the Purchase Contract Agent shall receive any payments of principal
on account of any Pledged Treasury Notes, the Purchase Contract Agent shall hold
the same as trustee of an express trust for the benefit of the Company (and
promptly deliver over to the Company) for application to the obligations of the
Holders of the Securities of which such Treasury Notes are a part under the
Purchase Contracts relating to the Securities of which such Treasury Notes are a
part, and such Holders shall acquire no right, title or interest in any such
payments of principal so received.

     Section 4. Release of Pledged Treasury Notes. (a) Upon written notice to
the Collateral Agent by the Company or the Purchase Contract Agent that there
has occurred a Termination Event, the Collateral Agent shall release all Pledged
Treasury Notes from the Pledge and shall transfer all such Treasury Notes, free
and clear of any lien, pledge or security interest created hereby, to the
Purchase Contract Agent.

     If such Termination Event shall result from the Company's becoming a debtor
under the Bankruptcy Code, and if the Collateral Agent shall for any reason fail
immediately to effectuate the release and transfer of all Pledged Treasury Notes
as provided by this Section 4(a), the Purchase Contract Agent shall, subject to
Section 6.12, (i) use its best efforts to obtain an opinion of a nationally
recognized law firm reasonably acceptable to the Collateral Agent to the effect
that, as a result of the Company's being the debtor in such a bankruptcy case,
the Collateral Agent will not be prohibited from releasing or transferring the
Treasury Notes as provided in this Section 4(a), and shall deliver such opinion
to the Collateral Agent within ten days after the occurrence of such Termination
Event, and if (y) the Purchase Contract Agent shall be unable to obtain such
opinion within ten days after the occurrence of such Termination Event or (z)
the Collateral Agent shall continue, after delivery of such opinion, to refuse
to effectuate the release and transfer of all Pledged Treasury Notes as provided
in this Section 4(a), then the Purchase Contract Agent shall within fifteen days
after the occurrence of such Termination Event commence an action or proceeding
in the court with jurisdiction of the Company's case under the Bankruptcy Code
seeking an order requiring the Collateral Agent to effectuate the release and


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<PAGE>


transfer of all Pledged Treasury Notes as provided by this Section 4(a) or (ii)
commence an action or proceeding like that described in subsection (i)(z) hereof
within ten days after the occurrence of such Termination Event.

     (b) Upon written notice to the Collateral Agent by the Purchase Contract
Agent that one or more Holders of Securities have elected to effect Early
Settlement of their respective obligations under the Purchase Contracts forming
a part of such Securities in accordance with the terms of the Purchase Contracts
and the Purchase Contract Agreement (setting forth the number of such Purchase
Contracts as to which such Holders have elected to effect Early Settlement), and
that the Purchase Contract Agent has received from such Holders, and paid to the
Company, the related Early Settlement Amounts pursuant to the terms of the
Purchase Contracts and the Purchase Contract Agreement and that all conditions
to such Early Settlement have been satisfied, then the Collateral Agent shall
release from the Pledge Pledged Treasury Notes with a principal amount equal to
the product of (i) the Stated Amount times (ii) the number of such Purchase
Contracts as to which such Holders have elected to effect Early Settlement.

     (c) Transfers of Treasury Notes pursuant to Section 4(a) or (b) shall be by
Federal Reserve Bank-Wire or in another appropriate manner, (i) if the
Collateral Agent shall have received such notification at or prior to 11:00
a.m., New York City time, on a Business Day, then no later than 2:00 p.m., New
York City time, on such Business Day and (ii) if the Collateral Agent shall have
received such notification on a day that is not a Business Day or after 11:00
a.m., New York City time, on a Business Day, then no later than 10:00 a.m., New
York City time, on the next succeeding Business Day.

     Section 5. Rights and Remedies. (a) The Collateral Agent shall have all of
the rights and remedies with respect to the Pledged Treasury Notes of a secured
party under the Uniform Commercial Code as in effect in the State of New York
(the "Code") (whether or not the Code is in effect in the jurisdiction where the
rights and remedies are asserted) and such additional rights and remedies to
which a secured party is entitled under the laws in effect in any jurisdiction
where any rights and remedies hereunder may be asserted.

     (b) Without limiting any rights or powers otherwise granted by this
Agreement to the Collateral Agent, in the event the Collateral Agent is unable
to make payments to the Company on account of principal payments of any Pledged
Treasury Notes as provided in Section 3 hereof in satisfaction of the
obligations of the Holder of the Securities of which such Pledged Treasury Notes
are a part under the Purchase Contracts forming a part of such Securities, the
Collateral Agent shall have and may exercise, with reference to such Pledged
Treasury Notes and such obligations of such Holder, any and all of the rights
and remedies available to a secured party under the Code after default by a
debtor, and as otherwise granted herein or under any other law.

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<PAGE>


     (c) Without limiting any rights or powers otherwise granted by this
Agreement to the Collateral Agent, the Collateral Agent is hereby irrevocably
authorized to receive and collect all payments of principal of or interest on
the Pledged Treasury Notes.

     (d) The Purchase Contract Agent agrees that, from time to time, upon the
written request of the Collateral Agent, the Purchase Contract Agent shall
execute and deliver such further documents and do such other acts and things as
the Collateral Agent may reasonably request in order to maintain the Pledge, and
the perfection and priority thereof, and to confirm the rights of the Collateral
Agent hereunder.

     Section 6. The Collateral Agent and the Purchase Contract Agent. It is
hereby agreed as follows:

     6.01. Appointment, Powers and Immunities. The Collateral Agent shall act as
agent for the Company hereunder with such powers as are specifically vested in
the Collateral Agent by the terms of this Agreement, together with such other
powers as are reasonably incidental thereto. The Collateral Agent: (a) shall
have no duties or responsibilities except those expressly set forth in this
Agreement and no implied covenants or obligations shall be inferred from this
Agreement against the Collateral Agent, nor shall the Collateral Agent be bound
by the provisions of any agreement by any party hereto beyond the specific terms
hereof; (b) shall not be responsible for any recitals contained in this
Agreement, or in any certificate or other document referred to or provided for
in, or received by it under, this Agreement, the Securities or the Purchase
Contract Agreement, or for the value, validity, effectiveness, genuineness,
enforceability or sufficiency of this Agreement (other than as against the
Collateral Agent), the Securities or the Purchase Contract Agreement or any
other document referred to or provided for herein or therein or for any failure
by the Company or any other Person (except the Collateral Agent) to perform any
of its obligations hereunder or thereunder; (c) shall not be required to
initiate or conduct any litigation or collection proceedings hereunder (except
pursuant to directions furnished under Section 6.02 hereof); (d) shall not be
responsible for any action taken or omitted to be taken by it hereunder or under
any other document or instrument referred to or provided for herein or in
connection herewith or therewith, except for its own negligence; and (e) shall
not be required to advise any party as to selling or retaining, or taking or
refraining from taking any action with respect to, any securities or other
property deposited hereunder. Subject to the foregoing, during the term of this
Agreement, the Collateral Agent shall take all reasonable action in connection
with the safe keeping and preservation of the Pledged Treasury Notes hereunder.
No provision of this Agreement shall require the Collateral Agent to expend or
risk its own funds or otherwise incur any financial liability in the performance
of any of its duties hereunder. In no event shall the Collateral Agent be liable
for any amount in excess of the value of the Pledged Treasury Notes.


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<PAGE>


     6.02. Instructions of the Company. The Company shall have the right, by one
or more instruments in writing executed and delivered to the Collateral Agent,
to direct the time, method and place of conducting any proceeding for any right
or remedy available to the Collateral Agent, or of exercising any power
conferred on the Collateral Agent, or to direct the taking or refraining from
taking of any action authorized by this Agreement; provided, however, that (i)
such direction shall not conflict with the provisions of any law or of this
Agreement and (ii) the Collateral Agent shall be adequately indemnified as
provided herein. Nothing in this Section 6.02 shall impair the right of the
Collateral Agent in its discretion to take any action or omit to take any action
which it deems proper and which is not inconsistent with such direction.

     6.03. Reliance by Collateral Agent. The Collateral Agent shall be entitled
to rely upon any certification, order, judgment, opinion, notice or other
communication (including, without limitation, any thereof by telephone,
telecopy, telex, telegram or cable) believed by it to be genuine and correct and
to have been signed or sent by or on behalf of the proper Person or Persons
(without being required to determine the correctness of any fact stated
therein), and upon advice and statements of legal counsel and other experts
selected by the Collateral Agent. As to any matters not expressly provided for
by this Agreement, the Collateral Agent shall in all cases be fully protected in
acting, or in refraining from acting, hereunder in accordance with instructions
given by the Company in accordance with this Agreement.

     6.04. Rights in Other Capacities. The Collateral Agent and its affiliates
may (without having to account therefor to the Company) accept deposits from,
lend money to, make investments in and generally engage in any kind of banking,
trust or other business with the Purchase Contract Agent and any Holder of
Securities (and any of their subsidiaries or affiliates) as if it were not
acting as the Collateral Agent, and the Collateral Agent and its affiliates may
accept fees and other consideration from the Purchase Contract Agent and any
Holder of Securities without having to account for the same to the Company,
provided that the Collateral Agent covenants and agrees with the Company that
the Collateral Agent shall not accept, receive or permit there to be created in
its favor any security interest, lien or other encumbrance of any kind in or
upon the Pledged Treasury Notes.

     6.05. Non-Reliance on Collateral Agent. The Collateral Agent shall not be
required to keep itself informed as to the performance or observance by the
Purchase Contract Agent or any Holder of Securities of this Agreement, the
Purchase Contract Agreement, the Securities or any other document referred to or
provided for herein or therein or to inspect the properties or books of the
Purchase Contract Agent or any Holder of Securities. The Collateral Agent shall
not have any duty or responsibility to provide the Company with any credit or
other information concerning the affairs, financial condition or business of the
Purchase


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<PAGE>


Contract Agent or any Holder of Securities (or any of their affiliates) that may
come into the possession of the Collateral Agent or any of its affiliates.

     6.06. Compensation and Indemnity. The Company agrees: (i) to pay the
Collateral Agent from time to time reasonable compensation for all services
rendered by it hereunder and (ii) to indemnify the Collateral Agent for, and to
hold it harmless against, any loss, liability or expense incurred without
negligence or bad faith on its part, arising out of or in connection with the
acceptance or administration of its powers and duties under this Agreement,
including the costs and expenses (including reasonable fees and expenses of
counsel) of defending itself against any claim or liability in connection with
the exercise or performance of such powers and duties.

     6.07. Failure to Act. In the event of any ambiguity in the provisions of
this Agreement or any dispute between or conflicting claims by or among the
parties hereto and/or any other Person with respect to any funds or property
deposited hereunder, the Collateral Agent shall be entitled, at its sole option,
to refuse to comply with any and all claims, demands or instructions with
respect to such property or funds so long as such dispute or conflict shall
continue, and the Collateral Agent shall not be or become liable in any way to
any of the parties hereto for its failure or refusal to comply with such
conflicting claims, demands or instructions. The Collateral Agent shall be
entitled to refuse to act until either (i) such conflicting or adverse claims or
demands shall have been finally determined by a court of competent jurisdiction
or settled by agreement between the conflicting parties as evidenced in a
writing, satisfactory to the Collateral Agent or (ii) the Collateral Agent shall
have received security or an indemnity satisfactory to the Collateral Agent
sufficient to save the Collateral Agent harmless from and against any and all
loss, liability or expense which the Collateral Agent may incur by reason of its
acting. The Collateral Agent may in addition elect to commence an interpleader
action or seek other judicial relief or orders as the Collateral Agent may deem
necessary. Notwithstanding anything contained herein to the contrary, the
Collateral Agent shall not be required to take any action that is in its opinion
contrary to law or to the terms of this Agreement, or which would in its opinion
subject it or any of its officers, employees or directors to liability.

     6.08. Resignation of Collateral Agent. Subject to the appointment and
acceptance of a successor Collateral Agent as provided below, (a) the Collateral
Agent may resign at any time by giving notice thereof to the Company and the
Purchase Contract Agent, (b) the Collateral Agent may be removed at any time by
the Company and (c) if the Collateral Agent fails to perform any of its material
obligations hereunder in any material respect for a period of not less than 20
days after receiving written notice of such failure by the Purchase Contract
Agent and such failure shall be continuing, the Collateral Agent may be removed
by the Purchase Contract Agent. The Purchase Contract Agent shall promptly
notify the


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<PAGE>


Company of any removal of the Collateral Agent pursuant to clause (c) of the
immediately preceding sentence. Upon any such resignation or removal, the
Company shall have the right to appoint a successor Collateral Agent. If no
successor Collateral Agent shall have been so appointed and shall have accepted
such appointment within 30 days after the retiring Collateral Agent's giving of
notice of resignation or such removal, then the retiring Collateral Agent may
petition any court of competent jurisdiction for the appointment of a successor
Collateral Agent. The Collateral Agent shall be a bank which has an office in
New York, New York with a combined capital and surplus of at least $50,000,000.
Upon the acceptance of any appointment as Collateral Agent hereunder by a
successor Collateral Agent, such successor Collateral Agent shall thereupon
succeed to and become vested with all the rights, powers, privileges and duties
of the retiring Collateral Agent, and the retiring Collateral Agent shall take
all appropriate action to transfer any money and property held by it hereunder
(including the Pledged Treasury Notes) to such successor Collateral Agent. The
retiring Collateral Agent shall, upon such succession, be discharged from its
duties and obligations as Collateral Agent hereunder. After any retiring
Collateral Agent's resignation hereunder as Collateral Agent, the provisions of
this Section 6 shall continue in effect for its benefit in respect of any
actions taken or omitted to be taken by it while it was acting as the Collateral
Agent.

     Promptly following the removal or resignation of the Collateral Agent the
Company shall give written notice thereof to Moody's Investors Services, Inc.

     6.09. Right to Appoint Agent or Advisor. The Collateral Agent shall have
the right to appoint agents or advisors in connection with any of its duties
hereunder, and the Collateral Agent shall not be liable for any action taken or
omitted by such agents or advisors selected in good faith.

     6.10. Survival. The provisions of this Section 6 shall survive termination
of this Agreement and the resignation or removal of the Collateral Agent.

     6.11. Anything in this Agreement to the contrary notwithstanding, in no
event shall the Collateral Agent or its officers, employees or agents be liable
under this Agreement to any third party for indirect, special, punitive, or
consequential loss or damage of any kind whatsoever, including lost profits'
whether or not the likelihood of such loss or damage was known to the Collateral
Agent, or any of them, incurred without any act or deed that is found to be
attributable to gross negligence on the part of the Collateral Agent.

     6.12. The Purchase Contract Agent. The duties and responsibilities of the
Purchase Contract Agent under this Agreement shall in each case be governed by
Article VII of the Purchase Contract Agreement.

     Section 7. Amendment.


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     7.01. Amendment Without Consent of Holders. Without the consent of any
Holders, the Company, the Collateral Agent and the Purchase Contract Agent, at
any time and from time to time, may amend this Agreement, in form satisfactory
to the Company, the Collateral Agent and the Purchase Contract Agent, for any of
the following purposes:

          (1) to evidence the succession of another Person to the Company, and
     the assumption by any such successor of the covenants of the Company; or

          (2) to add to the covenants of the Company for the benefit of the
     Holders, or to surrender any right or power herein conferred upon the
     Company; or

          (3) to evidence and provide for the acceptance of appointment
     hereunder by a successor Collateral Agent or Purchase Contract Agent; or

          (4) to cure any ambiguity, to correct or supplement any provisions
     herein which may be inconsistent with any other such provisions herein, or
     to make any other provisions with respect to such matters or questions
     arising under this Agreement, provided such action shall not adversely
     affect the interests of the Holders.

     7.02. Amendment with Consent of Holders. With the consent of the Holders of
not less than 66 2/3% of the Outstanding Securities, by Act of said Holders
delivered to the Company, the Purchase Contract Agent and the Collateral Agent,
the Company, when authorized by a Board Resolution, the Purchase Contract Agent
and the Collateral Agent may amend this Agreement for the purpose of modifying
in any manner the provisions of this Agreement or the rights of the Holders in
respect of the Securities; provided, however, that no such supplemental
agreement shall, without the consent of the Holder of each Outstanding Security
affected thereby,

          (1) change the amount or type of Treasury Notes underlying a Security,
     impair the right of the Holder of any Security to receive interest payments
     on the underlying Treasury Notes or otherwise adversely affect the Holder's
     rights in or to such Treasury Notes; or

          (2) otherwise effect any action that would require the consent of the
     Holder of each Outstanding Security affected thereby pursuant to the
     Purchase Contract Agreement if such action were effected by an agreement
     supplemental thereto; or

          (3) reduce the percentage of Outstanding Securities the consent of
     whose Holders is required for any such amendment.


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     It shall not be necessary for any Act of Holders under this Section to
approve the particular form of any proposed amendment, but it shall be
sufficient if such Act shall approve the substance thereof.

     7.03. Execution of Amendments. In executing any amendment permitted by this
Section, the Collateral Agent and the Purchase Contract Agent shall be entitled
to receive and (subject to Section 6.01 hereof, with respect to the Collateral
Agent, and Section 7.1 of the Purchase Contract Agreement, with respect to the
Purchase Contract Agent) shall be fully protected in relying upon, an Opinion of
Counsel stating that the execution of such amendment is authorized or permitted
by this Agreement.

     7.04. Effect of Amendments. Upon the execution of any amendment under this
Section, this Agreement shall be modified in accordance therewith, and such
amendment shall form a part of this Agreement for all purposes; and every Holder
of Security Certificates theretofore or thereafter authenticated, executed on
behalf of the Holders and delivered under the Purchase Contract Agreement shall
be bound thereby and that all conditions precedent to such execution and
delivery have been satisfied.

     7.05. Reference to Amendments. Security Certificates authenticated,
executed on behalf of the Holders and delivered after the execution of any
amendment pursuant to this Section may, and shall if required by the Collateral
Agent or the Purchase Contract Agent, bear a notation in form approved by the
Purchase Contract Agent and the Collateral Agent as to any matter provided for
in such amendment. If the Company shall so determine, new Security Certificates
so modified as to conform, in the opinion of the Collateral Agent, the Purchase
Contract Agent and the Company, to any such amendment may be prepared and
executed by the Company and authenticated, executed on behalf of the Holders and
delivered by the Purchase Contract Agent in accordance with the Purchase
Contract Agreement in exchange for Outstanding Security Certificates.

     Section 8. Miscellaneous.

     8.01. No Waiver. No failure on the part of the Collateral Agent or any of
its agents to exercise, and no course of dealing with respect to, and no delay
in exercising, any right, power or remedy hereunder shall operate as a waiver
thereof; nor shall any single or partial exercise by the Collateral Agent or any
of its agents of any right, power or remedy hereunder preclude any other or
further exercise thereof or the exercise of any other right, power or remedy.
The remedies herein are cumulative and are not exclusive of any remedies
provided by law.

     8.02. Governing Law. THIS AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED IN
ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK. The Company, the Collateral
Agent and the Holders


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<PAGE>


from time to time of the Securities, acting through the Purchase Contract Agent
as their attorney-in-fact, hereby submit to the nonexclusive jurisdiction of the
United States District Court for the Southern District of New York and of any
New York state court sitting in New York City for the purposes of all legal
proceedings arising out of or relating to this Agreement or the transactions
contemplated hereby. The Company, the Collateral Agent and the Holders from time
to time of the Securities, acting through the Purchase Contract Agent as their
attorney-in-fact, irrevocably waive, to the fullest extent permitted by
applicable law, any objection which they may now or hereafter have to the laying
of the venue of any such proceeding brought in such a court and any claim that
any such proceeding brought in such a court has been brought in an inconvenient
forum.

     8.03. Notices. All notices, requests, consents and other communications
provided for herein (including, without limitation, any modifications of, or
waivers or consents under, this Agreement) shall be given or made in writing
(including, without limitation, by telecopy) delivered to the intended recipient
at the "Address for Notices" specified below its name on the signature pages
hereof or, as to any party, at such other address as shall be designated by such
party in a notice to the other parties. Except as otherwise provided in this
Agreement, all such communications shall be deemed to have been duly given when
transmitted by telecopier or personally delivered or, in the case of a mailed
notice, upon receipt, in each case given or addressed as aforesaid.

     8.04. Successors and Assigns. This Agreement shall be binding upon and
inure to the benefit of the respective successors and assigns of the Company,
the Collateral Agent and the Purchase Contract Agent, and the Holders from time
to time of the Securities, by their acceptance of the same, shall be deemed to
have agreed to be bound by the provisions hereof and to have ratified the
agreements of, and the grant of the Pledge hereunder by, the Purchase Contract
Agent.

     8.05. Counterparts. This Agreement may be executed in any number of
counterparts, all of which taken together shall constitute one and the same
instrument, and any of the parties hereto may execute this Agreement by signing
any such counterpart.

     8.06. Severability. If any provision hereof is invalid and unenforceable in
any jurisdiction, then, to the fullest extent permitted by law, (i) the other
provisions hereof shall remain in full force and effect in such jurisdiction and
shall be liberally construed in order to carry out the intentions of the parties
hereto as nearly as may be possible and (ii) the invalidity or unenforceability
of any provision hereof in any jurisdiction shall not affect the validity or
enforceability of such provision in any other jurisdiction.

     8.07. Expenses, etc. The Company agrees to reimburse the Collateral Agent
for: (a) all reasonable out-of-pocket costs and expenses of the Collateral


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<PAGE>


Agent (including, without limitation, the reasonable fees and expenses of
counsel to the Collateral Agent), in connection with (i) the negotiation,
preparation, execution and delivery or performance of this Agreement and (ii)
any modification, supplement or waiver of any of the terms of this Agreement;
(b) all reasonable costs and expenses of the Collateral Agent (including,
without limitation, reasonable fees and expenses of counsel) in connection with
(i) any enforcement or proceedings resulting or incurred in connection with
causing any Holder of Securities to satisfy its obligations under the Purchase
Contracts forming a part of the Securities and (ii) the enforcement of this
Section 8.07; and (c) all transfer, stamp, documentary or other similar taxes,
assessments or charges levied by any governmental or revenue authority in
respect of this Agreement or any other document referred to herein and all
costs, expenses, taxes, assessments and other charges incurred in connection
with any filing, registration, recording or perfection of any security interest
contemplated hereby.

     8.08. Security Interest Absolute. All rights of the Collateral Agent and
security interests hereunder, and all obligations of the Holders from time to
time of the Securities hereunder, shall be absolute and unconditional
irrespective of:

     (a) any lack of validity or enforceability of any provision of the Purchase
Contracts or the Securities or any other agreement or instrument relating
thereto;

     (b) any change in the time, manner or place of payment of, or any other
term of, or any increase in the amount of, all or any of the obligations of
Holders of Securities under the related Purchase Contracts, or any other
amendment or waiver of any term of, or any consent to any departure from any
requirement of, the Purchase Contract Agreement or any Purchase Contract or any
other agreement or instrument relating thereto; or

     (c) any other circumstance which might otherwise constitute a defense
available to, or discharge of, a borrower, a guarantor or a pledgor.





















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<PAGE>


     IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be
duly executed as of the day and year first above written.


                                   Comcast Corporation


                                   By:
                                       -----------------------------------------
                                       Name:
                                       Title:

                                   Address for Notices:

                                   Comcast Corporation
                                   1500 Market Street
                                   Philadelphia, Pennsylvania 19102-2148
                                   Attention: [               ]
                                   Telecopy:  [               ]


                                   _______________________________, as Purchase
                                   Contract Agent and as attorney-in-fact of the
                                   Holders from time to time of the Securities


                                   By:
                                       -----------------------------------------
                                       Address for Notices:



                                   ________________________, as Collateral Agent


                                   By:
                                       -----------------------------------------
                                   Name:
                                   Title:

                                   Address for Notices:





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