EXHIBIT 4.18


                               GUARANTEE AGREEMENT



                      [Comcast Cable Communications, Inc.]
                  [Comcast Cable Communications Holdings, Inc.]
                          [Comcast Cable Holdings, LLC]
                            [Comcast MO Group, Inc.]



                          Dated as of [______________]


                                TABLE OF CONTENTS

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                                                                            PAGE


                                    ARTICLE 1

                         DEFINITIONS AND INTERPRETATION

Section 1.01.  Definitions and Interpretation..................................5

                                    ARTICLE 2
                               TRUST INDENTURE ACT

Section 2.01.  Trust Indenture Act; Application................................8
Section 2.02.  Lists of Holders of Securities..................................8
Section 2.03.  Reports by the Guarantee Trustee................................8
Section 2.04.  Periodic Reports by the Guarantee Trustee.......................8
Section 2.05.  Evidence of Compliance with Conditions Precedent................9
Section 2.06.  Events of Default; Waiver.......................................9
Section 2.07.  Event of Default; Notice........................................9

                                    ARTICLE 3
           POWERS, DUTIES AND RIGHTS OF GUARANTEE TRUSTEE AND HOLDERS

Section 3.01.  Powers and Duties of the Guarantee Trustee......................9
Section 3.02.  Certain Rights of Guarantee Trustee............................11
Section 3.03.  Not Responsible for Recitals or Issuance of Guarantee..........13
Section 3.04  Rights of Holders...............................................13

                                    ARTICLE 4
                                GUARANTEE TRUSTEE

Section 4.01.  Guarantee Trustee; Eligibility.................................14
Section 4.02.  Appointment, Removal and Resignation of Guarantee Trustee......14

                                    ARTICLE 5
                                   GUARANTEES

Section 5.01.  Guarantees.....................................................15
Section 5.02.  Guarantee Unconditional........................................16
Section 5.03.  Discharge; Reinstatement.......................................16
Section 5.04.  Waiver by the Cable Guarantors.................................17
Section 5.05.  Subrogation and Contribution...................................17
Section 5.06.  Stay of Acceleration...........................................17


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Section 5.07.  Limitation on Amount of Guarantee..............................17
Section 5.08.  Release of Guarantee...........................................17

                                    ARTICLE 6
                                 INDEMNIFICATION

Section 6.01.  Exculpation....................................................18
Section 6.02.  Indemnification................................................18

                                    ARTICLE 7
                                  MISCELLANEOUS

Section 7.01.  Successors and Assigns.........................................19
Section 7.02.  Amendments.....................................................19
Section 7.03.  Notices........................................................19
Section 7.04.  Benefit........................................................20
Section 7.05.  Governing Law..................................................20
Section 7.06.  Counterparts...................................................20


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                               GUARANTEE AGREEMENT

     This GUARANTEE AGREEMENT (the "Guarantee"), dated as of [             ], is
executed and delivered by [Comcast Cable Communications, Inc., a Delaware
corporation (excluding its Subsidiaries, "Comcast Cable Communications"),]
[Comcast Cable Communications Holdings, Inc., a Delaware corporation (excluding
its Subsidiaries, "Comcast Cable Communications Holdings"),] [Comcast Cable
Holdings, LLC, a Delaware limited liability company (excluding its Subsidiaries,
"Comcast Cable Holdings") and] [Comcast MO Group, Inc., a Delaware corporation
(excluding its Subsidiaries, "Comcast MO Group"] and collectively with [Comcast
Cable Communications,] [Comcast Cable Communications Holdings and] [Comcast
Cable Holdings], the "Cable Guarantors") and [           ], a [New York] banking
corporation, as trustee (the "Guarantee Trustee"), for the benefit of the
Holders (as defined herein) from time to time of the Company Securities (as
defined herein) of Comcast Corporation, a Pennsylvania corporation (the
"Company").

     WHEREAS, each Cable Guarantor is a Wholly-Owned Subsidiary of the Company;

     WHEREAS, pursuant to the provisions of a [Warrant Agreement] [Purchase
Contract Agreement] [Unit Agreement] (the "Agreement") dated [             ]
between the Company and [           ], the Company is issuing on the date hereof
[number and title] [Warrants] [Purchase Contracts] [Units] (the "Company
Securities")

     WHEREAS, as incentive for the Holders to purchase the Company Securities,
each Cable Guarantor desires irrevocably, fully and unconditionally, jointly and
severally, to the extent set forth in this Guarantee, to guarantee the full and
punctual payment whether at maturity, upon redemption, or otherwise, of each
Guaranteed Obligation as herein after defined, to the Holders of the Company
Securities.

     WHEREAS, in consideration of the financial and other support that the
Company has provided, and such financial and other support as the Company may in
the future provide, to each Cable Guarantor, such Cable Guarantor is willing to
enter into this Guarantee;

     NOW, THEREFORE, in consideration of the purchase by each Holder of Company
Securities, which purchase each Cable Guarantor hereby agrees shall benefit such
Cable Guarantor, such Guarantor executes and delivers this Guarantee for the
benefit of the Holders.


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                                   Article 1

                         DEFINITIONS AND INTERPRETATION

     Section 1.01. Definitions and Interpretation.

     In this Guarantee, unless the context otherwise requires:

     (a) Capitalized terms used in this Guarantee but not defined in the
preamble above have the respective meanings assigned to them in this Section
1.01;

     (b) a term defined anywhere in this Guarantee has the same meaning
throughout;

     (c) all references to "the Guarantee" or "this Guarantee" are to this
Guarantee as modified, supplemented or amended from time to time;

     (d) all references in this Guarantee to Articles and Sections are to
Articles and Sections of this Guarantee, unless otherwise specified;

     (e) a term defined in the Trust Indenture Act has the same meaning when
used in this Guarantee, unless otherwise defined in this Guarantee or unless the
context otherwise requires; and

     (f) a reference to the singular includes the plural and vice versa.

     "Affiliate" has the same meaning as given to that term in Rule 405 of the
Securities Act of 1933, as amended, or any successor rule thereunder.

     "Business Day" means any day other than a day on which banking institutions
in the City of New York, New York are authorized or required by any applicable
law to close.

     "Capital Stock" means, with respect to any Person, any and all shares,
interests, participations or other equivalents (however designated, whether
voting or non-voting) of such Person's capital stock or other ownership
interests, whether now outstanding or issued after the date hereof, including,
without limitation, all Common Stock and Preferred Stock.

     "Common Stock" means, with respect to any Person, any and all shares,
interests, participations or other equivalents (however designated, whether
voting or non-voting) of such Person's common stock, whether now outstanding or
issued after the date hereof, including, without limitation, all series and
classes of such common stock.


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     "Corporate Trust Office" means the office of the Guarantee Trustee at which
the corporate trust business of the Guarantee Trustee shall, at any particular
time, be principally administered, which office at the date of execution of this
Agreement is located at [ ].

     "Covered Person" means any Holder or beneficial owner of Company
Securities.

     "Event of Default" means a default by any Cable Guarantor on any of its
payment or other obligations under this Guarantee.

     "Guarantee Trustee" means [ ], a [New York] banking corporation, until a
Successor Guarantee Trustee has been appointed and has accepted such appointment
pursuant to the terms of this Guarantee and thereafter means each such Successor
Guarantee Trustee.

     "Holder" shall mean any holder, as registered on the books and records of
the Company of any Company Securities; provided, however, that, in determining
whether the holders of the requisite percentage of Company Securities have given
any request, notice, consent or waiver hereunder, "Holder" shall not include any
Cable Guarantor or any Affiliate of any Cable Guarantor.

     "Indemnified Person" means the Guarantee Trustee, any Affiliate of the
Guarantee Trustee, or any officers, directors, shareholders, members, partners,
employees, representatives, nominees, custodians or agents of the Guarantee
Trustee.

     "Officers' Certificate" means, with respect to any Person, a certificate
signed by two Authorized Officers of such Person. Any Officers' Certificate
delivered with respect to compliance with a condition or covenant provided for
in this Guarantee shall include:

     (a) a statement that each officer signing the Officers' Certificate has
read the covenant or condition and the definition relating thereto;

     (b) a brief statement of the nature and scope of the examination or
investigation undertaken by each officer in rendering the Officers' Certificate;

     (c) a statement that each such officer has made such examination or
investigation as, in such officer's opinion, is necessary to enable such officer
to express an informed opinion as to whether or not such covenant or condition
has been complied with; and

     (d) a statement as to whether, in the opinion of each such officer, such
condition or covenant has been complied with.


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

     "Preferred Stock" means, with respect to any Person, any and all shares,
interests, participations or other equivalents (however designated, whether
voting or non-voting) of such Person's preferred or preference stock, whether
now outstanding or issued after the date hereof, including, without limitation,
all series and classes of such preferred or preference stock.

     "Responsible Officer" means, with respect to the Guarantee Trustee, any
officer within the Corporate Trust Office of the Guarantee Trustee, including
any vice president, any assistant vice president, any assistant secretary, the
treasurer, any assistant treasurer or other officer of the Corporate Trust
Office of the Guarantee Trustee customarily performing functions similar to
those performed by any of the above designated officers and also means, with
respect to a particular corporate trust matter, any other officer to whom such
matter is referred because of that officer's knowledge of and familiarity with
the particular subject.

     "Subsidiary" means, with respect to any Person, any corporation,
association or other business entity of which more than 50% of all votes
represented by all classes of outstanding Voting Stock is owned, directly or
indirectly, by such Person and one or more other Subsidiaries of such Person.

     "Successor Guarantee Trustee" means a successor Guarantee Trustee
possessing the qualifications to act as Guarantee Trustee under Section 4.01.

     "Trust Indenture Act" means the Trust Indenture Act of 1939, as amended.

     "Voting Stock" means with respect to any Person, Capital Stock of any class
or kind ordinarily having the power to vote for the election of directors,
managers or other voting members of the governing body of such Person.

     "Wholly-Owned" is defined to mean, with respect to any Subsidiary of any
person, such Subsidiary if all of the outstanding common stock or other similar
equity ownership interests (but not including preferred stock) in such
Subsidiary (other than any director's qualifying shares or investments by
foreign nationals mandated by applicable law) is owned directly or indirectly by
such person.


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                                   Article 2
                               TRUST INDENTURE ACT

     Section 2.01. Trust Indenture Act; Application.

     (a) This Guarantee is subject to the provisions of the Trust Indenture Act
that are required to be part of this Guarantee and shall, to the extent
applicable, be governed by such provisions; and

     (b) if and to the extent that any provision of this Guarantee limits,
qualifies or conflicts with the duties imposed by Section 310 to 317, inclusive,
of the Trust Indenture Act, such imposed duties shall control.

     SECTION 2.02. Lists of Holders of Securities.

     (a) The Cable Guarantors shall provide the Guarantee Trustee with a list,
in such form as the Guarantee Trustee may reasonably require, of the names and
addresses of the Holders of the Company Securities ("List of Holders") as of
such date, (i) within 1 Business Day after January 1 and June 30 of each year,
and (ii) at any other time within 30 days of receipt by the Cable Guarantors of
a written request for a List of Holders as of a date no more than 14 days before
such List of Holders is given to the Guarantee Trustee provided, that the Cable
Guarantors shall not be obligated to provide such List of Holders at any time
the List of Holders does not differ from the most recent List of Holders given
to the Guarantee Trustee by the Cable Guarantors. The Guarantee Trustee may
destroy any List of Holders previously given to it on receipt of a new List of
Holders.

     (b) The Guarantee Trustee shall comply with its obligations under Sections
311(a), 311(b) and Section 312(b) of the Trust Indenture Act.

     SECTION 2.03. Reports by the Guarantee Trustee.

     Within 60 days after May 15 of each year, the Guarantee Trustee shall
provide to the Holders of the Company Securities such reports as are required by
Section 313 of the Trust Indenture Act, if any, in the form and in the manner
provided by Section 313 of the Trust Indenture Act. The Guarantee Trustee shall
also comply with the requirements of Section 313(d) of the Trust Indenture Act.

     Section 2.04. Periodic Reports by the Guarantee Trustee.

     The Cable Guarantors shall provide to the Guarantee Trustee such documents,
reports and information as required by Section 314 (if any) and the compliance
certificate required by Section 314 of the Trust Indenture Act in the form, in
the manner and at the times required by Section 314 of the Trust Indenture Act.


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     Section 2.05. Evidence of Compliance with Conditions Precedent.

     The Cable Guarantors shall provide to the Guarantee Trustee such evidence
of compliance with any conditions precedent, if any, provided for in this
Guarantee that relate to any of the matters set forth in Section 314(c) of the
Trust Indenture Act. Any certificate or opinion required to be given by an
officer pursuant to Section 314(c)(1) may be given in the form of an Officers'
Certificate.

     Section 2.06. Events of Default; Waiver.

     The Holders of a majority of outstanding Company Securities may, by vote,
on behalf of the Holders of all of the Company Securities, waive any past Event
of Default and its consequences. Upon such waiver, any such Event of Default
shall cease to exist, and any Event of Default arising therefrom shall be deemed
to have been cured, for every purpose of this Guarantee, but no such waiver
shall extend to any subsequent or other default or Event of Default or impair
any right consequent thereon.

     Section 2.07. Event of Default; Notice.

     (a) The Guarantee Trustee shall, within 90 days after the occurrence of an
Event of Default, transmit by mail, first class postage prepaid, to the Holders
of the Company Securities, notices of all Events of Default actually known to a
Responsible Officer of the Guarantee Trustee, unless such defaults have been
cured before the giving of such notice, provided, that, the Guarantee Trustee
shall be protected in withholding such notice if and so long as a Responsible
Officer of the Guarantee Trustee in good faith determines that the withholding
of such notice is in the interests of the Holders of the Company Securities.

     (b) The Guarantee Trustee shall not be deemed to have knowledge of any
Event of Default unless the Guarantee Trustee shall have received written
notice, or of which a Responsible Officer of the Guarantee Trustee charged with
the administration of the Guarantee shall have obtained actual knowledge.

                                   Article 3
           POWERS, DUTIES AND RIGHTS OF GUARANTEE TRUSTEE AND HOLDERS

     Section 3.01. Powers and Duties of the Guarantee Trustee.

     (a) This Guarantee shall be held by the Guarantee Trustee for the benefit
of the Holders of the Company Securities, and the Guarantee Trustee shall not
transfer this Guarantee to any Person except a Holder of Company Securities
exercising his or her rights pursuant to Section 3.04(b) or to a Successor
Guarantee Trustee on acceptance by such Successor Guarantee Trustee of its


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appointment to act as Successor Guarantee Trustee. The right, title and interest
of the Guarantee Trustee shall automatically vest in any Successor Guarantee
Trustee, and such vesting and cessation of title shall be effective whether or
not conveyancing documents have been executed and delivered pursuant to the
appointment of such Successor Guarantee Trustee.

     (b) If an Event of Default actually known to a Responsible Officer of the
Guarantee Trustee has occurred and is continuing, the Guarantee Trustee shall
enforce this Guarantee for the benefit of the Holders of the Company Securities.

     (c) The Guarantee Trustee, before the occurrence of any Event of Default
and after the curing of all Events of Default that may have occurred, shall
undertake to perform only such duties as are specifically set forth in this
Guarantee, and no implied covenants shall be read into this Guarantee against
the Guarantee Trustee. In case an Event of Default has occurred (that has not
been cured or waived pursuant to Section 2.06) and is actually known to a
Responsible Officer of the Guarantee Trustee, the Guarantee Trustee shall
exercise such of the rights and powers vested in it by this Guarantee, and use
the same degree of care and skill in its exercise thereof, as a prudent person
would exercise or use under the circumstances in the conduct of his or her own
affairs.

     (d) No provision of this Guarantee shall be construed to relieve the
Guarantee Trustee from liability for its own negligent action, its own negligent
failure to act, or its own willful misconduct, except that:

          (i) prior to the occurrence of any Event of Default and after the
     curing or waiving of all such Events of Default that may have occurred:

               (A) the duties and obligations of the Guarantee Trustee shall be
          determined solely by the express provisions of this Guarantee, and the
          Guarantee Trustee shall not be liable except for the performance of
          such duties and obligations as are specifically set forth in this
          Guarantee, and no implied covenants or obligations shall be read into
          this Guarantee against the Guarantee Trustee; and

               (B) in the absence of bad faith on the part of the Guarantee
          Trustee, the Guarantee Trustee may conclusively rely, as to the truth
          of the statements and the correctness of the opinions expressed
          therein, upon any certificates or opinions furnished to the Guarantee
          Trustee and conforming to the requirements of this Guarantee; but in
          the case of any such certificates or opinions that by any provision
          hereof are specifically required to be furnished to the Guarantee
          Trustee, the Guarantee Trustee shall be under a


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          duty to examine the same to determine whether or not they conform to
          the requirements of this Guarantee;

          (ii) the Guarantee Trustee shall not be liable for any error of
     judgment made in good faith by a Responsible Officer of the Guarantee
     Trustee, unless it shall be proved that the Guarantee Trustee was negligent
     in ascertaining the pertinent facts upon which such judgment was made;

          (iii) the Guarantee Trustee shall not be liable with respect to any
     action taken or omitted to be taken by it in good faith in accordance with
     the direction of the Holders of not less than a majority of outstanding
     Company Securities relating to the time, method and place of conducting any
     proceeding for any remedy available to the Guarantee Trustee, or exercising
     any trust or power conferred upon the Guarantee Trustee under this
     Guarantee; and

          (iv) no provision of this Guarantee shall require the Guarantee
     Trustee to expend or risk its own funds or otherwise incur personal
     financial liability in the performance of any of its duties or in the
     exercise of any of its rights or powers, if the Guarantee Trustee shall
     have reasonable grounds for believing that the repayment of such funds or
     liability is not reasonably assured to it under the terms of this Guarantee
     or indemnity, reasonably satisfactory to the Guarantee Trustee, against
     such risk or liability is not reasonably assured to it.

     Section 3.02. Certain Rights of Guarantee Trustee.

     (a) Subject to the provisions of Section 3.01:

          (i) The Guarantee Trustee may conclusively rely, and shall be fully
     protected in acting or refraining from acting upon, any resolution,
     certificate, statement, instrument, opinion, report, notice, request,
     direction, consent, order, bond, debenture, note, other evidence of
     indebtedness or other paper or document believed by it to be genuine and to
     have been signed, sent or presented by the proper party or parties.

          (ii) Any direction or act of the Cable Guarantors contemplated by this
     Guarantee shall be sufficiently evidenced by an Officers' Certificate.

          (iii) Whenever, in the administration of this Guarantee, the Guarantee
     Trustee shall deem it desirable that a matter be proved or established
     before taking, suffering or omitting any action hereunder, the Guarantee
     Trustee (unless other evidence is herein specifically prescribed) may, in
     the absence of bad faith on its part, request and conclusively rely


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     upon an Officers' Certificate which, upon receipt of such request, shall be
     promptly delivered by the Cable Guarantors.

          (iv) The Guarantee Trustee shall have no duty to see to any recording,
     filing or registration of any instrument (or any rerecording, refiling or
     registration thereof).

          (v) The Guarantee Trustee may consult with counsel, and the written
     advice or opinion of such counsel with respect to legal matters shall be
     full and complete authorization and protection in respect of any action
     taken, suffered or omitted by it hereunder in good faith and in accordance
     with such advice or opinion. Such counsel may be counsel to the Cable
     Guarantors or any Affiliate of a Cable Guarantor and may include any
     employees of a Cable Guarantor. The Guarantee Trustee shall have the right
     at any time to seek instructions concerning the administration of this
     Guarantee from any court of competent jurisdiction.

          (vi) The Guarantee Trustee shall be under no obligation to exercise
     any of the rights or powers vested in it by this Guarantee at the request
     or direction of any Holder, unless such Holder shall have provided to the
     Guarantee Trustee such security and indemnity, reasonably satisfactory to
     the Guarantee Trustee, against the costs, expenses (including attorneys'
     fees and expenses and the expenses of the Guarantee Trustee's agents,
     nominees or custodians) and liabilities that might be incurred by it in
     complying with such request or direction, including such reasonable
     advances as may be requested by the Guarantee Trustee; provided that,
     nothing contained in this Section 3.02(a)(vi) shall be taken to relieve the
     Guarantee Trustee, upon the occurrence of an Event of Default, of its
     obligation to exercise the rights and powers vested in it by this
     Guarantee.

          (vii) The Guarantee Trustee shall not be bound to make any
     investigation into the facts or matters stated in any resolution,
     certificate, statement, instrument, opinion, report, notice, request,
     direction, consent, order, bond, debenture, note, other evidence of
     indebtedness or other paper or document, but the Guarantee Trustee, in its
     discretion, may make such further inquiry or investigation into such facts
     or matters as it may see fit.

          (viii) The Guarantee Trustee may execute any of the trusts or powers
     hereunder or perform any duties hereunder either directly or by or through
     agents, nominees, custodians or attorneys, and the Guarantee Trustee shall
     not be responsible for any misconduct or negligence on the part of any
     agent or attorney appointed with due care by it hereunder.


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          (ix) Any action taken by the Company Guarantee Trustee or its agents
     hereunder shall bind the Holders of the Company Securities, and the
     signature of the Guarantee Trustee or its agents alone shall be sufficient
     and effective to perform any such action. No third party shall be required
     to inquire as to the authority of the Guarantee Trustee to so act or as to
     its compliance with any of the terms and provisions of this Guarantee, both
     of which shall be conclusively evidenced by the Guarantee Trustee's or its
     agent's taking such action.

          (x) Whenever in the administration of this Guarantee the Guarantee
     Trustee shall deem it desirable to receive instructions with respect to
     enforcing any remedy or right or taking any other action hereunder, the
     Guarantee Trustee (i) may request instructions from the Holders of a
     majority of outstanding Company Securities, (ii) may refrain from enforcing
     such remedy or right or taking such other action until such instructions
     are received, and (iii) shall be protected in conclusively relying on or
     acting in accordance with such instructions.

     (b) No provision of this Guarantee shall be deemed to impose any duty or
obligation on the Guarantee Trustee to perform any act or acts or exercise any
right, power, duty or obligation conferred or imposed on it in any jurisdiction
in which it shall be illegal, or in which the Guarantee Trustee shall be
unqualified or incompetent in accordance with applicable law, to perform any
such act or acts or to exercise any such right, power, duty or obligation. No
permissive power or authority available to the Guarantee Trustee shall be
construed to be a duty.

     Section 3.03. Not Responsible for Recitals or Issuance of Guarantee.

     The recitals contained in this Guarantee shall be taken as the statements
of the Cable Guarantors, and the Guarantee Trustee does not assume any
responsibility for their correctness. The Guarantee Trustee makes no
representation as to the validity or sufficiency of this Guarantee.

     Section 3.04. Rights of Holders.

     (a) Holders of a majority of outstanding Company Securities have the right
to direct the time, method and place of conducting of any proceeding for any
remedy available to the Guarantee Trustee in respect of this Guarantee or
exercising any trust or power conferred upon the Guarantee Trustee under this
Guarantee.

     (b) If the Guarantee Trustee fails to enforce such Guarantee, any Holder of
Company Securities may institute a legal proceeding directly against any Cable
Guarantor to enforce the Guarantee Trustee's rights under this Guarantee,
without


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first instituting a legal proceeding against the Company, the Guarantee Trustee
or any other person or entity.

                                   Article 4
                                GUARANTEE TRUSTEE

     Section 4.01. Guarantee Trustee; Eligibility.

     (a) There shall at all times be a Guarantee Trustee which shall:

          (i) not be an Affiliate of any Cable Guarantor; and

          (ii) be a corporation organized and doing business under the laws of
     the United States of America or any State or Territory thereof or of the
     District of Columbia, or a corporation or Person permitted by the
     Securities and Exchange Commission to act as an institutional trustee under
     the Trust Indenture Act, authorized under such laws to exercise corporate
     trust powers, having a combined capital and surplus of at least 50 million
     U.S. dollars ($50,000,000), and subject to supervision or examination by
     Federal, State, Territorial or District of Columbia authority. If such
     corporation publishes reports of condition at least annually, pursuant to
     law or to the requirements of the supervising or examining authority
     referred to above, then, for the purposes of this Section 4.01(a)(ii), the
     combined capital and surplus of such corporation shall be deemed to be its
     combined capital and surplus as set forth in its most recent report of
     condition so published.

     (b) If at any time the Guarantee Trustee shall cease to be eligible to so
act under Section 4.01(a), the Guarantee Trustee shall immediately resign in the
manner and with the effect set out in Section 4.02(c).

     (c) If the Guarantee Trustee has or shall acquire any "conflicting
interest" within the meaning of Section 310(b) of the Trust Indenture Act, the
Guarantee Trustee and Cable Guarantors shall in all respects comply with the
provisions of Section 310(b) of the Trust Indenture Act.

     Section 4.02. Appointment, Removal and Resignation of Guarantee Trustee.

     (a) Subject to Section 4.02(b), the Guarantee Trustee may be appointed or
removed without cause at any time by the Cable Guarantors.

     (b) The Guarantee Trustee shall not be removed in accordance with Section
4.02(a) until a Successor Guarantee Trustee has been appointed and has


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accepted such appointment by written instrument executed by such Successor
Guarantee Trustee and delivered to the Cable Guarantors.

     (c) The Guarantee Trustee appointed to office shall hold office until a
Successor Guarantee Trustee shall have been appointed or until its removal or
resignation. The Guarantee Trustee may resign from office (without need for
prior or subsequent accounting) by an instrument in writing executed by the
Guarantee Trustee and delivered to the Cable Guarantors, which resignation shall
not take effect until a Successor Guarantee Trustee has been appointed and has
accepted such appointment by instrument in writing executed by such Successor
Guarantee Trustee and delivered to the Cable Guarantors and the resigning
Guarantee Trustee.

     (d) If no Successor Guarantee Trustee shall have been appointed and
accepted appointment as provided in this Section 4.02 within 60 days after
delivery to the Cable Guarantors of an instrument of removal or resignation, the
resigning Guarantee Trustee may petition any court of competent jurisdiction for
appointment of a Successor Guarantee Trustee. Such court may thereupon, after
prescribing such notice, if any, as it may deem proper, appoint a Successor
Guarantee Trustee.

     (e) No Guarantee Trustee shall be liable for the acts or omissions to act
of any Successor Guarantee Trustee.

     (f) Upon termination of this Guarantee or removal or resignation of the
Guarantee Trustee pursuant to this Section 4.2, the Cable Guarantors shall pay
to the Guarantee Trustee all amounts accrued to the date of such termination,
removal or resignation.

                                   Article 5
                                   GUARANTEES

     Section 5.01. Guarantees. Subject to the provisions of this Article, each
Cable Guarantor hereby irrevocably, fully and unconditionally guarantees,
jointly and severally, on an unsecured basis, the full and punctual payment
(whether at maturity, upon redemption, or otherwise) of each Guaranteed
Obligation as hereinafter defined. Upon failure by the Company to pay punctually
any Guaranteed Obligation, a Cable Guarantor shall forthwith on demand pay the
amount not so paid at the place and in the manner specified in the instrument
evidencing such Guaranteed Obligation. "Guaranteed Obligations" means (i) all
amounts payable by the Company from time to time pursuant to the Agreement
(including, without limitation, any interest ("Post-Petition Interest") which
accrues (or which would accrue but for such case, proceeding or action) after
the commencement of any case, proceeding or other action relating to the


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bankruptcy, insolvency or reorganization of the Company (whether or not such
interest is allowed or allowable as a claim in any such case, proceeding or
other action) with respect to such amounts) and (ii) any renewals, refinancings
or extensions of any of the foregoing (including Post-Petition Interest).

     Section 5.02. Guarantee Unconditional. The obligations of each Cable
Guarantor hereunder with respect to the Guaranteed Obligations are unconditional
and absolute and, without limiting the generality of the foregoing, will not be
released, discharged or otherwise affected by:

     (a) any extension, renewal, settlement, compromise, waiver or release in
respect of any obligation of the Company under the Agreement by operation of law
or otherwise;

     (b) any modification or amendment of or supplement to the Agreement;

     (c) any change in the corporate existence, structure or ownership of the
Company, or any insolvency, bankruptcy, reorganization or other similar
proceeding affecting the Company or its assets or any resulting release or
discharge of any obligation of the Company contained in the Agreement;

     (d) the existence of any claim, set-off or other rights which any Cable
Guarantor may have at any time against the Company, the Holders of the Company
Securities, any other Cable Guarantor or any other Person, whether in connection
herewith or an unrelated transactions, provided that nothing herein prevents the
assertion of any such claim by separate suit or compulsory counterclaim;

     (e) any invalidity, irregularity or unenforceability relating to or against
the Company for any reason of the Agreement, or any provision of applicable law
or regulation purporting to prohibit the payment by the Company of any amounts
payable by the Company pursuant to the Agreement; or

     (f) any other act or omission to act or delay of any kind by the Company,
the Holders of the Company Securities or any other Person or any other
circumstance whatsoever which might, but for the provisions of this paragraph,
constitute a legal or equitable discharge of or defense to such Cable
Guarantor's obligations hereunder.

     Section 5.03. Discharge; Reinstatement. Each Cable Guarantor's obligations
hereunder will remain in full force and effect until all Guaranteed Obligations
shall have been paid in full. If at any time any payment of any Guaranteed
Obligation is rescinded or must be otherwise restored or returned upon the
insolvency, bankruptcy or reorganization of the Company or otherwise,


                                       16
<PAGE>


each Cable Guarantor's obligations hereunder with respect to such payment will
be reinstated as though such payment had been due but not made at such time.

     Section 5.04. Waiver by the Cable Guarantors. Each Cable Guarantor
irrevocably waives acceptance hereof, presentment, demand, protest and any
notice not provided for herein, as well as any requirement that at any time any
action be taken by any Person against such Cable Guarantor, the Company or any
other Person.

     Section 5.05. Subrogation and Contribution. Upon making any payment with
respect to any obligation of the Company under this Article, the Cable Guarantor
making such payment will be subrogated to the rights of the payee against the
Company with respect to such obligation, provided that the Cable Guarantor may
not enforce either any right of subrogation, or any right to receive payment in
the nature of contribution, or otherwise, from any other Cable Guarantor, with
respect to such payment so long as any Guaranteed Obligation under remains
unpaid.

     Section 5.06. Stay of Acceleration. If acceleration of the time of any
Guaranteed Obligation is stayed upon the insolvency, bankruptcy or
reorganization of the Company, all such Guaranteed Obligations otherwise subject
to acceleration under the terms of the Agreement shall nonetheless be payable by
the Cable Guarantors hereunder forthwith on demand by the Guarantee Trustee. If
the Guarantee Trustee fails to enforce such Guarantee any Holder of Company
Securities may institute a legal proceeding directly against any Cable
Guarantors to enforce the Guarantee Trustee's rights under the Guarantee without
first instituting a legal proceeding against the Company the Guarantee Trustee
or any other Person or entity.

     Section 5.07. Limitation on Amount of Guarantee. Notwithstanding anything
to the contrary in this Article, each Cable Guarantor hereby confirms that it is
the intention of all such parties that the Guarantee of such Cable Guarantor not
constitute a fraudulent conveyance under applicable fraudulent conveyance
provisions of the United States Bankruptcy Code or any comparable provision of
other U.S. and non-U.S. law. To effectuate that intention, the obligations of
each Cable Guarantor under its Guarantee are limited to the maximum amount that
would not render the Guarantor's obligations subject to avoidance under
applicable fraudulent conveyance provisions of the United States Bankruptcy Code
or any comparable provision of other U.S. and non-U.S. law.

     Section 5.08. Release of Guarantee. The Guarantee of a Cable Guarantor will
terminate upon the sale or other disposition (including by way of consolidation
or merger) of the Cable Guarantor or the sale or disposition of all or
substantially all the assets of the Cable Guarantor (in each case other than to
a


                                       17
<PAGE>


Guarantor or a Person who, prior to such sale or other disposition, is an
Affiliate of a Cable Guarantor).

                                   Article 6
                                 INDEMNIFICATION

     Section 6.01. Exculpation.

     (a) No Indemnified Person shall be liable, responsible or accountable in
damages or otherwise to a Cable Guarantor or any Covered Person for any loss,
damage or claim incurred by reason of any act or omission performed or omitted
by such Indemnified Person in good faith in accordance with this Guarantee and
in a manner that such Indemnified Person reasonably believed to be within the
scope of the authority conferred on such Indemnified Person by this Guarantee or
by law, except that an Indemnified Person shall be liable for any such loss,
damage or claim incurred by reason of such Indemnified Person's negligence or
willful misconduct with respect to such acts or omissions.

     (b) Each Indemnified Person shall be fully protected in relying in good
faith upon the records of the Cable Guarantors and upon such information,
opinions, reports or statements presented to the Cable Guarantors by any Person
as to matters the Indemnified Person reasonably believes are within such other
Person's professional or expert competence and who has been selected with
reasonable care by or on behalf of the Cable Guarantors, including information,
opinions, reports or statements as to the value and amount of the assets,
liabilities, profits, losses, or any other facts pertinent to the existence and
amount of assets from which distributions to Holders of Company Offered
Securities might properly be paid.

     Section 6.02. Indemnification.

     Each Cable Guarantor agrees to indemnify, on a joint and several basis,
each Indemnified Person for, and to hold each Indemnified Person 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 the trust or trusts hereunder, including the costs and
expenses (including reasonable legal fees and expenses) of defending itself
against, or investigating, any claim or liability in connection with the
exercise or performance of any of its powers or duties hereunder. The obligation
to indemnify as set forth in this Section 6.02 shall survive the termination of
this Guarantee.


                                       18
<PAGE>


                                   Article 7
                                  MISCELLANEOUS

     Section 7.01. Successors and Assigns.

     Subject to Section 5.08, hereof all guarantees and agreements contained in
this Guarantee shall bind the respective successors, assigns, receivers,
trustees and representatives of the Cable Guarantors and shall inure to the
benefit of the Holders of the Company Securities then outstanding.

     Section 7.02. Amendments.

     Except with respect to any changes that do not adversely affect the rights
of Holders (in which case no consent of Holders will be required), this
Guarantee may only be amended with the prior approval of the Holders of at least
a majority of outstanding Company Securities.

     Section 7.03. Notices.

     All notices provided for in this Guarantee shall be in writing, duly signed
by the party giving such notice, and shall be delivered, telecopied or mailed by
registered or certified mail, as follows:

     (a) given to the Guarantee Trustee, at the Guarantee Trustee's mailing
address set forth below (or such other address as the Guarantee Trustee may give
notice of to the Holders of the Company Securities):


     [                                                                       ]:
Corporate Trust Trustee Administration

     (b) given to a Cable Guarantor, at such Guarantor's mailing address set
forth below (or such other address as such Cable Guarantor may give notice of to
the Holders of the Company Securities):

     Comcast Cable Communications, Inc., 1500 Market Street, Philadelphia,
Pennsylvania 19102-2148 Attention:

     Comcast Cable Communications Holdings, Inc., 1500 Market Street,
Philadelphia, Pennsylvania 19102-2148 Attention:

     Comcast Cable Holdings, LLC, 1500 Market Street, Philadelphia, Pennsylvania
19102-2148 Attention:

     Comcast MO Group, Inc., 1500 Market Street, Philadelphia, Pennsylvania
19102-2148 Attention:


                                       19
<PAGE>


     (c) given to any Holder of Company Securities, at the address set forth on
the books and records of the Company.

     All such notices shall be deemed to have been given when received in
person, telecopied with receipt confirmed, or mailed by first class mail,
postage prepaid except that if a notice or other document is refused delivery or
cannot be delivered because of a changed address of which no notice was given,
such notice or other document shall be deemed to have been delivered on the date
of such refusal or inability to deliver.

     Section 7.04. Benefit.

     This Guarantee is solely for the benefit of the Holders of the Company
Securities and, subject to Section 3.01(a), is not separately transferable from
the Company Securities.

Section 7.05.  Governing Law.

     THIS GUARANTEE SHALL BE GOVERNED BY, AND CONSTRUED AND INTERPRETED IN
ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK.

     Section 7.06. Counterparts.

     This Guarantee may be executed in any number of counterparts, each of which
shall be an original; but such counterparts shall together constitute but one
and the same instrument.











                                       20
<PAGE>


     THIS GUARANTEE is executed as of the day and year first above written.


                                            [COMCAST CABLE
                                            COMMUNICATIONS, INC.]

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


                                            [COMCAST CABLE COMMUNICATIONS
                                            HOLDINGS, INC.]

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


                                            [COMCAST CABLE HOLDINGS, INC.]

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


                                            [COMCAST MO GROUP, INC.]

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

                                            [                                ],
                                            as Guarantee Trustee

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


                                       21