EXHIBIT 4.13


                           [Form of Warrant Agreement
                            For Warrant Sold Attached
                                 To Securities]




                               COMCAST CORPORATION
                                       and


                             [                     ],


                                as Warrant Agent


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


                                WARRANT AGREEMENT


                        Dated as of [                    ]

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


                        Warrants to Purchase [           ]


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




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                                TABLE OF CONTENTS

                                                                            PAGE


                                    ARTICLE 1
     ISSUANCE OF WARRANTS AND EXECUTION AND DELIVERY OF WARRANT CERTIFICATES

Section 1.01.  Issuance of Warrants............................................2
Section 1.02.  Execution and Delivery of Warrant Certificates..................2
Section 1.03.  Issuance of Warrant Certificates................................3

                                    ARTICLE 2
                WARRANT PRICE, DURATION AND EXERCISE OF WARRANTS

Section 2.01.  Warrant Price...................................................4
Section 2.02.  Duration of Warrants............................................4
Section 2.03.  Exercise of Warrants............................................4

                                    ARTICLE 3
            OTHER PROVISIONS RELATING TO RIGHTS OF HOLDERS OF WARRANT

Section 3.01.  No Rights as Warrant Securityholder Conferred by Warrant
               or Warrant Certificates.........................................6
Section 3.02.  Lost, Mutilated, Stolen, or Destroyed Warrant Certificates......6
Section 3.03.  Enforcement of Rights...........................................7
Section 3.04.  Merger, Consolidation, Conveyance or Transfer...................7

                                    ARTICLE 4
                              EXCHANGE AND TRANSFER

Section 4.01.  Exchange and Transfer...........................................7
Section 4.02.  Treatment of Holders of Warrant Certificates....................8
Section 4.03.  Treatment of Holders of Warrant Certificates....................8

                                    ARTICLE 5
                          CONCERNING THE WARRANT AGENT

Section 5.01.  Warrant Agent...................................................9
Section 5.02.  Conditions of Warrant Agent's Obligations.......................9
Section 5.03.  Resignation and Appointment Of Successor.......................11

                                    ARTICLE 6
                                  MISCELLANEOUS

Section 6.01.  Amendment......................................................12


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Section 6.02.  Notices and Demands to the Company and Warrant Agent...........12
Section 6.03.  Addresses......................................................12
Section 6.04.  Applicable Law.................................................13
Section 6.05.  Delivery of Prospectus.........................................13
Section 6.06.  Obtaining of Governmental Approval.............................13
Section 6.07.  Persons Having Rights Under Warrant Agreement..................13
Section 6.08.  Headings.......................................................13
Section 6.09.  Counterparts...................................................13
Section 6.10.  Inspection of Agreement........................................13
Section 6.11.  Notices to Holders of Warrants.................................14

TESTIMONIUM...................................................................15
SIGNATURES....................................................................15

EXHIBIT A - Form of Warrant Certificate




























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                              WARRANT AGREEMENT(1)

     THIS AGREEMENT dated as of [           ] between COMCAST CORPORATION, a
corporation duly organized and existing under the laws of the State of
Pennsylvania (the "Company"), and [           ], a [bank] [trust company] duly
incorporated and existing under the laws of [Delaware], as Warrant Agent (the
"Warrant Agent"),

     Bracketed language here and throughout this Agreement should be inserted as
follows:

     1. If Warrants are immediately detachable from the Offered Securities; and

     2. If Warrants are detachable from the Offered Securities only after the
Detachable Date.


                              W I T N E S S E T H :

         [WHEREAS, the Company has entered into an Indenture dated as of
[             ] (the "Senior Indenture") among the Company, as issuer, Comcast
Cable Communications, Inc., Comcast Cable Communications Holdings, Inc., Comcast
Cable Holdings, LLC and Comcast MO Group, Inc. (collectively, the "Cable
Guarantors"), as guarantors, and The Bank of New York, as Trustee (the "Senior
Indenture Trustee"), and an Indenture dated as of [           ] (the
"Subordinated Indenture") among the Company, the Cable Guarantors and The Bank
of New York, as Trustee (the "Subordinated Indenture Trustee") (together, the
"Trustees" or "Trustee" and "Indentures" or "Indenture"), providing for the
issuance from time to time of its unsecured debt securities to be issued in one
or more series, fully and unconditionally guaranteed by the Cable Guarantors as
provided in the Indenture; and]

     WHEREAS, the Company proposes to sell [title of such securities being
offered] (the "Offered Securities") with one or more warrants (the "Warrants")
representing the right to purchase [title of such securities purchasable through
exercise of Warrants] (the "Warrant Securities"), the Warrants to be evidenced
by Warrant certificates issued pursuant to this Agreement (the "Warrant
Certificates"); and

         [WHEREAS, [Comcast Cable Communications, Inc.,] [Comcast Cable
Communications Holdings, Inc.,] [Comcast Cable Holdings, LLC and] [Comcast MO
Group, Inc.] (collectively, the "Cable Guarantors") have entered into a
Guarantee Agreement dated as of [           ] among the Cable Guarantors and
[           ], as Guarantee Trustee, providing for the Cable Guarantors to fully
and unconditionally guarantee, on an unsecured basis, the full and punctual
payment of (i) all amounts payable by the Company from time to time pursuant to
this Agreement (including,

-------------------
     1 Complete or modify the provisions of this form as appropriate to reflect
the terms of the Warrants and Warrant Securities. Monetary amounts may be in
U.S. dollars in a foreign currency or in a composite currency, including, but
not limited to, the euro.

<PAGE>


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); and]

     WHEREAS, the Company desires the Warrant Agent to act on behalf of the
Company in connection with the issuance, transfer, exchange, exercise and
replacement of the Warrant Certificates, and in this Agreement wishes to set
forth, among other things, the form and provisions of the Warrant Certificates
and the terms and conditions on which they may be issued, transferred,
exchanged, exercised and replaced;

     NOW, THEREFORE, in consideration of the premises and of the mutual
agreements herein contained, the parties hereto agree as follows:

                                   Article 1
     ISSUANCE OF WARRANTS AND EXECUTION AND DELIVERY OF WARRANT CERTIFICATES

     Section 1.01. Issuance of Warrants. The Warrants shall be evidenced by one
or more Warrant Certificates. Each Warrant evidenced thereby shall represent the
right, subject to the provisions contained herein and therein, to purchase
[_____ shares of the Warrant Securities] [$_________ aggregate principal amount
of Warrant Securities ] and shall be initially issued in connection with the
issuance of the Offered Securities [and shall be separately transferable
immediately thereafter] [2: but shall not be separately transferable until on
and after ____, ____ (the "Detachable Date")]. The Warrants shall be initially
issued [in units] with the Offered Securities, and each Warrant [included in
such a unit] shall evidence the right, subject to the provisions contained
herein and in the Warrant Certificates, to purchase[_____ shares of the Warrant
Securities] [$________ aggregate principal amount of Warrant Securities]
[included in such a unit].

     Section 1.02. Execution and Delivery of Warrant Certificates. Each Warrant,
whenever issued, shall be evidenced by a Warrant Certificate in registered form,
substantially in the form set forth in Exhibit A hereto, shall be dated and may
have such letters, numbers or other marks of identification or designation and
such legends or endorsements printed, lithographed or engraved thereon as the
officers of the Company executing the same may approve (execution thereof to be
conclusive evidence of such approval) and as are not inconsistent with the
provisions of this Agreement, or as may be required to comply with any law or
with any rule or regulation made pursuant thereto or with any rule or regulation
of any stock exchange on which the Warrants may be listed, or to conform to
usage. The Warrant Certificates shall be signed on behalf of the Company by its
chairman or vice chairman of the Board of Directors, the president, any managing
director or the treasurer of the Company, in each case under its corporate seal,
which may but need not be, attested by its Secretary or one of its Assistant
Secretaries. Such signatures may be manual or facsimile signatures of such
authorized officers and may be imprinted or otherwise reproduced on the Warrant
Certificates. The corporate seal of the Company may be in the form of a
facsimile thereof and may be impressed, affixed, imprinted or otherwise
reproduced on the Warrant Certificates.

     No Warrant Certificate shall be valid for any purpose, and no Warrant
evidenced thereby shall be exercisable, until such Warrant Certificate has been
countersigned by the Warrant Agent by manual signature. Such signature by the
Warrant Agent upon any Warrant Certificate executed by the Company shall be
conclusive evidence, and the only evidence, that the Warrant Certificate so
countersigned has been duly issued hereunder.

     In case any officer of the Company who shall have signed any of the Warrant
Certificates either manually or by facsimile signature shall cease to be such
officer before the Warrant Certificates so signed shall have been countersigned
and delivered by the Warrant Agent as provided herein, such Warrant Certificates
may be countersigned and delivered notwithstanding that the person who signed
such Warrant Certificates ceased to be such officer of the Company; and any
Warrant Certificate may be signed on behalf of the Company by such persons as,
at the actual date of the execution of such Warrant Certificate, shall be the
proper officers of the Company, although at the date of the execution of this
Agreement any such person was not such officer.

     The term "Holder", when used with respect to any Warrant Certificate, shall
mean any person in whose name at the time such Warrant Certificate shall be
registered upon the books to be maintained by the Warrant Agent for that purpose
or, prior to the Detachable Date, any person in whose name at the time the
Offered Security to which such Warrant Certificate is attached is registered
upon the register of the Offered Securities. Prior to the Detachable Date, the
Company will, or will cause the registrar of the Offered Securities to, make
available at all times to the Warrant Agent such information as to holders of
the Offered Securities with Warrants as may be necessary to keep the Warrant
Agent's records up to date.]

     Section 1.03. Issuance of Warrant Certificates. Warrant Certificates
evidencing the right to purchase [_____ shares of the Warrant Securities] [an
aggregate principal amount not exceeding aggregate principal amount of Warrant
Securities] (except as provided in Sections 2.03, 3.02 and 4.01) may be executed
by the Company and delivered to the Warrant Agent upon the execution of this
Warrant Agreement or from time to time thereafter. The Warrant Agent shall, upon
receipt of Warrant Certificates duly executed on behalf of the Company,
countersign Warrant Certificates evidencing [ ] Warrants representing the right
to purchase up to [_____shares of the Warrant Securities] [$_____ aggregate
principal amount of Warrant Securities] and shall deliver such Warrant
Certificates to or upon the order of the Company. Subsequent to such original
issuance of the Warrant Certificates, the Warrant Agent shall countersign a
Warrant Certificate only if the Warrant Certificate is issued in exchange or
substitution for one or more previously countersigned Warrant Certificates or in
connection with their transfer as hereinafter provided or as provided in the
antepenultimate paragraph of Section 2.03.

         Pending the preparation of definitive Warrant Certificates evidencing
Warrants, the Company may execute and the Warrant Agent shall countersign and
deliver temporary Warrant


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Certificates evidencing such Warrants (printed, lithographed, typewritten or
otherwise produced, in each case in form satisfactory to the Warrant Agent).
Such temporary Warrant Certificates shall be issuable substantially in the form
of the definitive Warrant Certificates but with such omissions, insertions and
variations as may be appropriate for temporary Warrant Certificates, all as may
be determined by the Company with the concurrence of the Warrant Agent. Such
temporary Warrant Certificates may contain such reference to any provisions of
this Warrant Agreement as may be appropriate. Every such temporary Warrant
Certificate shall be executed by the Company and shall be countersigned by the
Warrant Agent upon the same conditions and in substantially the same manner, and
with like effect, as the definitive Warrant Certificates. Without unreasonable
delay, the Company shall execute and shall furnish definitive Warrant
Certificates and thereupon such temporary Warrant Certificates may be
surrendered in exchange therefor without charge pursuant to and subject to the
provisions of Section 4.01, and the Warrant Agent shall countersign and deliver
in exchange for such temporary Warrant Certificates definitive Warrant
Certificates of authorized denominations evidencing a like aggregate number of
Warrants evidenced by such temporary Warrant Certificates. Until so exchanged,
such temporary Warrant Certificates shall be entitled to the same benefits under
this Warrant Agreement as definitive Warrant Certificates.

                                   Article 2
                WARRANT PRICE, DURATION AND EXERCISE OF WARRANTS

     Section 2.01. Warrant Price. On [           ] the exercise price of each
Warrant will be $[           ]. During the period from [           ], through
and including, [           ], the exercise price of each Warrant will be
$[           ] [plus [accrued amortization of the original issue discount]
[accrued interest] from [           ].] On [           ], the exercise price of
each Warrant will be $[           ]. During the period from [           ],
through and including [           ], the exercise price of each Warrant will be
$[           ] [plus [accrued amortization of the original issue discount]
[accrued interest] from [ ].] [In each case, the original issue discount will
be amortized at a [___] % annual rate, computed on an annual basis using the
"interest" method and using a 360-day year consisting of twelve 30-day months].
Such exercise price of Warrant Securities is referred to in this Agreement as
the "Warrant Price". [The original issue discount for each principal amount of
 Warrant Securities is $[__________].]

     Section 2.02. Duration of Warrants. Subject to Section 4.03(b), each
Warrant may be exercised [in whole but not in part] [in whole or in part] [at
any time, as specified herein, on or after [the date thereof] [,] and at or
before [time, location] on [           ] (each day during such period may
hereinafter be referred to as an "Exercise Date")][on [list of specific dates]
(each, an "Exercise Date")], or such later date as the Company may designate by
notice to the Warrant Agent and the Holders of Warrant Certificates [in
registered form and to the beneficial owners of the Global Warrant Certificate]
(the "Expiration Date"). Each Warrant not exercised at or before [time,
location] on the Expiration Date shall become void, and all rights of the Holder


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[and any beneficial owners] of the Warrant Certificate evidencing such Warrant
under this Agreement shall cease.

     Section 2.03. Exercise of Warrants. During the period specified in Section
2.02, any whole number of Warrants may be exercised by providing certain
information as set forth on the reverse side of the Warrant Certificates
evidencing such Warrants and by paying in full [in lawful money of the United
States of America] [in applicable currency] [in cash] [by certified check or
official bank check or by bank wire transfer, in each case,] [by bank wire
transfer] [in immediately available funds,] the Warrant Price for each Warrant
exercised [(plus accrued interest, if any, on the Warrant Securities to be
issued upon exercise of such Warrant from and including the Interest Payment
Date (as defined in the Indenture), if any, in respect of such Warrant
Securities immediately preceding the Exercise Date to and including the Exercise
Date (unless the Exercise Date is after the Regular Record Date (as defined in
the Indenture), if any, for such Interest Payment Date, but on or before the
immediately succeeding Interest Payment Date for such Warrant Securities, in
which event no such accrued interest shall be payable in respect of Warrant
Securities to be issued in registered form))] to the Warrant Agent at its
corporate trust office at [address] [or at ], provided that such exercise is
subject to receipt within five business days of such[payment] [wire transfer] by
the Warrant Agent of the Warrant Certificate evidencing each Warrant exercised
with the form of election to purchase Warrant Securities set forth on the
reverse side of the Warrant Certificate properly completed and duly executed.
[Cashless Exercise Option]

     The date on which payment in full of the Warrant Price (plus any such
accrued interest) is received by the Warrant Agent shall, subject to receipt of
the Warrant Certificate as aforesaid, be deemed to be the date on which the
Warrant is exercised. The Warrant Agent shall deposit all funds received by it
in payment for the exercise of Warrants in an account of the Company maintained
with it (or in such other account as may be designated by the Company) and shall
advise the Company, by telephone or by facsimile transmission or other form of
electronic communication available to both parties, at the end of each day on
which a payment for the exercise of Warrants is received of the amount so
deposited to its account. The Warrant Agent shall promptly confirm such advice
to the Company in writing.

     If a day on which Warrants may be exercised in the city in which such
Warrants are to be exercised shall be a Saturday or Sunday or a day on which
banking institutions in such city are authorized or required to be closed, then,
notwithstanding any other provision of this Agreement or the Warrant Certificate
evidencing such Warrants, but subject to the limitation that no Warrant may be
exercised after the Expiration Date, the Warrants shall be exercisable on the
next succeeding day which in such city is not a Saturday or Sunday or a day on
which banking institutions in such city are authorized or required to be closed.
The Warrant Agent shall, from time to time, as promptly as practicable, advise
the Company and the Trustee in writing of (i) the number of Warrants exercised,
(ii) the instructions of each Holder of the Warrant Certificates evidencing such
Warrants with respect to delivery of the Warrant Securities to be issued upon
such exercise, (iii) delivery of any Warrant Certificates evidencing the
balance, if any, of the Warrants remaining after such exercise, and (iv) such
other information as the Company or the Trustee shall reasonably require.

<PAGE>


     As soon as practicable after the exercise of any Warrant, but subject to
receipt by the Warrant Agent of the Warrant Certificate evidencing such Warrant
as provided in this Section, the Company shall issue[, pursuant to the
Indenture, in authorized denominations to or upon the order of the Holder of the
Warrant Certificate evidencing each Warrant,] the Warrant Securities to which
such Holder is entitled, in fully registered form, registered in such name or
names as may be directed by such Holder. If fewer than all of the Warrants
evidenced by such Warrant Certificate are exercised, the Company shall execute,
and an authorized officer of the Warrant Agent shall manually countersign and
deliver, a new Warrant Certificate evidencing the number of such Warrants
remaining unexercised.

     The Company shall not be required to pay any stamp or other tax or other
governmental charge required to be paid in connection with any transfer involved
in the issuance of the Warrant Securities, and in the event that any such
transfer is involved, the Company shall not be required to issue or deliver any
Warrant Security until such tax or other charge shall have been paid or it has
been established to the Company's satisfaction that no such tax or other charge
is due.

                                   Article 3
            OTHER PROVISIONS RELATING TO RIGHTS OF HOLDERS OF WARRANT

     Section 3.01. No Rights as Warrant Securityholder Conferred by Warrant or
Warrant Certificates. No Warrant Certificate or Warrant evidenced thereby shall
entitle the Holder or any beneficial owner thereof to any of the rights of a
holder or beneficial owner of Warrant Securities, including, without limitation,
[the right to receive the payment of principal of (premium, if any) or interest,
if any, on Warrant Securities or to enforce any of the covenants in the
Indenture] [the right to receive dividend payments on the Warrant Securities or
any voting rights].

     Section 3.02. Lost, Mutilated, Stolen, or Destroyed Warrant Certificates.
Upon receipt by the Warrant Agent of evidence reasonably satisfactory to it and
the Company of the ownership of and the loss, mutilation, theft or destruction
of any Warrant Certificate and of such security or indemnity as may be required
by the Company and the Warrant Agent to hold each of them and any agent of them
harmless and, in the case of mutilation of a Warrant Certificate, upon surrender
thereof to the Warrant Agent for cancellation, then, in the absence of notice to
the Company or the Warrant Agent that such Warrant Certificate has been acquired
by a bona fide purchaser, the Company shall execute, and an authorized officer
of the Warrant Agent shall manually countersign and deliver, in exchange for or
in lieu of the lost, mutilated, stolen or destroyed Warrant Certificate, a new
Warrant Certificate of the same tenor and evidencing a like number of Warrants.
Upon the issuance of any new Warrant Certificate under this Section, the Company
may require the payment of a sum sufficient to cover any stamp or other tax or
other governmental charge that may be imposed in relation thereto and any other
expenses (including the fees and expenses of the Warrant Agent) in connection
therewith. Every substitute Warrant Certificate executed and delivered pursuant
to this Section in lieu of any lost, mutilated, stolen or destroyed Warrant
Certificate shall represent an additional contractual obligation of the


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Company, whether or not the lost, stolen or destroyed Warrant Certificate shall
be at any time enforceable by anyone, and shall be entitled to the benefits of
this Agreement equally and proportionately with any and all other Warrant
Certificates duly executed and delivered hereunder. The provisions of this
Section are exclusive and shall preclude (to the extent lawful) all other rights
and remedies with respect to the replacement of lost, mutilated, stolen or
destroyed Warrant Certificates.

     Section 3.03. Enforcement of Rights. Notwithstanding any of the provisions
of this Agreement, any Holder of a Warrant Certificate, without the consent of
the Warrant Agent, the Trustee, the holder of any Offered Securities or the
Holder of any other Warrant Certificate, may, in its own behalf and for its own
benefit, enforce, and may institute and maintain any suit, action or proceeding
against the Company suitable to enforce, or otherwise in respect of, its right
to exercise its Warrants in the manner provided in its Warrant Certificate and
in this Agreement.

     Section 3.04. Merger, Consolidation, Conveyance or Transfer. Error!
Bookmark not defined. If at any time there shall be a merger or consolidation of
the Company or a sale, conveyance, transfer, lease or other disposition of its
property and assets substantially as an entirety[as permitted under the
Indenture], then in any such event the successor or assuming corporation
referred to therein shall succeed to and be substituted for the Company, with
the same effect[, subject to the Indenture,] as if it had been named herein and
in the Warrant Certificates as the Company; the Company shall thereupon be
discharged from all obligations hereunder and under the Warrants and the Warrant
Certificates. Such successor or assuming corporation may thereupon cause to be
signed, and may issue either in its own name or in the name of the Company,
Warrant Certificates evidencing any or all of the Warrants issuable hereunder
which theretofore shall not have been signed by the Company, and may execute and
deliver Warrant Securities in its own name [,pursuant to the Indenture,] in
fulfillment of its obligations to deliver Warrant Securities upon exercise of
the Warrants. All the Warrants so issued shall in all respects have the same
legal rank and benefit under this Agreement as the Warrants theretofore or
thereafter issued in accordance with the terms of this Agreement as though all
of such Warrants had been issued at the date of the execution hereof. In any
case of any such merger, consolidation, sale, conveyance, transfer, lease or
other disposition such changes in phraseology and form (but not in substance)
may be made in the Warrant Certificates representing the Warrants thereafter to
be issued as may be appropriate.

     (b) The Warrant Agent may receive a written opinion of legal counsel(who
shall be acceptable to the Warrant Agent) as conclusive evidence that any such
merger, consolidation or transfer complies with the provisions of this Section
and the Indenture.

     [Add Anti-Dilution provisions as necessary.]


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                                   Article 4
                              EXCHANGE AND TRANSFER

     Section 4.01. Exchange and Transfer. Error! Bookmark not defined. [1: Upon]
[2: Prior to the Detachable Date, a Warrant Certificate may be exchanged or
transferred only together with the Offered Security to which such Warrant
Certificate was initially attached, and only for the purpose of effecting, or in
conjunction with, an exchange or transfer of such Offered Security. Prior to any
Detachable Date, each transfer of the Offered Security, shall operate also to
transfer the related Warrant Certificates. On or after the Detachable Date,
upon] surrender at the corporate trust office of the Warrant Agent at[address]
[or ], Warrant Certificates evidencing Warrants may be exchanged for Warrant
Certificates in other authorized denominations evidencing such Warrants or the
transfer thereof may be registered in whole or in part; provided, however, that
such other Warrant Certificates shall evidence the same aggregate number of
Warrants as the Warrant Certificates so surrendered.

     (b) The Warrant Agent shall keep, at its corporate trust office at[address]
[and at ], books in which, subject to such reasonable regulations as it may
prescribe, it shall register Warrant Certificates and exchanges and transfers of
outstanding Warrant Certificates upon surrender of such Warrant Certificates to
the Warrant Agent at its corporate trust office at [address][or ] for exchange
or registration of transfer, properly endorsed [or accompanied by appropriate
instruments of registration of transfer and written instructions for transfer,
all in form satisfactory to the Company and the Warrant Agent.]

     (c) No service charge shall be made for any exchange or registration of
transfer of Warrant Certificates, but the Company may require payment of a sum
sufficient to cover any stamp or other tax or other governmental charge that may
be imposed in connection with any such exchange or registration of transfer.

     (d) Whenever any Warrant Certificates, are so surrendered for exchange or
registration of transfer, an authorized officer of the Warrant Agent shall
manually countersign and deliver to the person or persons entitled thereto a
Warrant Certificate or Warrant Certificates, duly authorized and executed by the
Company, as so requested. The Warrant Agent shall not effect any exchange or
registration of transfer which will result in the issuance of a Warrant
Certificate, evidencing a fraction of a Warrant or a number of full Warrants and
a fraction of a Warrant

     (e) All Warrant Certificates, issued upon any exchange or registration of
transfer of Warrant Certificates shall be the valid obligations of the Company,
evidencing the same obligations, and entitled to the same benefits under this
Agreement, as the Warrant Certificates surrendered for such exchange or
registration or transfer.

     Section 4.02. Treatment of Holders of Warrant Certificates. Each Holder of
a Warrant Certificate, by accepting the same, consents and agrees with the
Company, the Warrant Agent and every subsequent Holder of such Warrant
Certificate that until the transfer of such Warrant Certificate is registered on
the books of such Warrant Agent [2: or, prior to the Detachable Date, until the
transfer of the Offered Security to which such Warrant Certificate is attached,
is


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<PAGE>


registered in the register of the Offered Securities], the Company and the
Warrant Agent may treat the registered Holder of such Warrant Certificate as the
absolute owner thereof for any purpose and as the person entitled to exercise
the rights represented by the Warrants evidenced thereby, any notice to the
contrary notwithstanding.

     Section 4.03. Treatment of Holders of Warrant Certificates. [Error!
Bookmark not defined.] Any Warrant Certificate surrendered for exchange or
registration of transfer or exercise of the Warrants evidenced thereby shall, if
surrendered to the Company, be delivered to the Warrant Agent, and all Warrant
Certificates surrendered or so delivered to the Warrant Agent shall be promptly
cancelled by the Warrant Agent and shall not be reissued and, except as
expressly permitted by this Agreement, no Warrant Certificate shall be issued
hereunder in exchange therefor or in lieu thereof. The Warrant Agent shall cause
all cancelled Warrant Certificates to be destroyed and shall deliver a
certificate of such destruction to the Company.

     [(b) If the Company notifies the Trustee of its election to redeem[2: prior
to the Detachable Date] [, as a whole but not in part,] [2: the Offered
Securities [or] [and]] the Warrant Securities pursuant to the Indenture or the
terms thereof, the Company may elect, and shall give notice to the Warrant Agent
of its election, to cancel the unexercised Warrants, the Warrant Certificates
and the rights evidenced thereby. Promptly after receipt of such notice by the
Warrant Agent, the Company shall, or, at the Company's request, the Warrant
Agent shall in the name of and at the expense of the Company, give notice of
such cancellation to the Holders of the Warrant Certificates, such notice to be
so given not less than 30 nor more than 60 days prior to the date fixed for the
redemption of [2: the Offered Securities[or] [and]] the Warrant Securities
pursuant to the Indenture or the terms thereof. The unexercised Warrants, the
Warrant Certificates and the rights evidenced thereby shall be cancelled and
become void on the 15th day prior to such date fixed for redemption.]

                                   Article 5
                          CONCERNING THE WARRANT AGENT

     Section 5.01. Warrant Agent. The Company hereby appoints [ ] as Warrant
Agent of the Company in respect of the Warrants and the Warrant Certificates
upon the terms and subject to the conditions herein and in the Warrant
Certificates set forth; and [ ] hereby accepts such appointment. The Warrant
Agent shall have the powers and authority granted to and conferred upon it in
the Warrant Certificates and herein and such further powers and authority to act
on behalf of the Company as the Company may hereafter grant to or confer upon
it. All of the terms and provisions with respect to such powers and authority
contained in the Warrant Certificates are subject to and governed by the terms
and provisions hereof.

     Section 5.02. Conditions of Warrant Agent's Obligations. The Warrant Agent
accepts its obligations herein set forth upon the terms and conditions hereof,
including the following, to all of which the Company agrees and to all of which
the rights hereunder of the Holders from time to time of the Warrant
Certificates shall be subject:


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<PAGE>


     (a) Compensation and Indemnification. The Company agrees promptly to pay
the Warrant Agent the compensation to be agreed upon with the Company for all
services rendered by the Warrant Agent and to reimburse the Warrant Agent for
reasonable out-of-pocket expenses (including reasonable attorneys' fees)
incurred by the Warrant Agent without negligence, bad faith or breach of this
Agreement on its part in connection with the services rendered hereunder by the
Warrant Agent. The Company also agrees to indemnify the Warrant Agent for, and
to hold it harmless against, any loss, liability or expense incurred without
negligence or bad faith on the part of the Warrant Agent, arising out of or in
connection with its acting as Warrant Agent hereunder, as well as the reasonable
costs and expenses of defending against any claim of such liability.

     (b) Agent for the Company. In acting under this Agreement and in connection
with the Warrants and the Warrant Certificates, the Warrant Agent is acting
solely as agent of the Company and does not assume any obligation or
relationship of agency or trust for or with any of the Holders of Warrant
Certificates or beneficial owners of Warrants.

     (c) Counsel. The Warrant Agent may consult with counsel satisfactory to it
in its reasonable judgment, and the advice of such counsel 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 the advice of
such counsel.

     (d) Documents. The Warrant Agent shall be protected and shall incur no
liability for or in respect of any action taken or thing suffered by it in
reliance upon any Warrant Certificate, notice, direction, consent, certificate,
affidavit, statement or other paper or document reasonably believed by it to be
genuine and to have been presented or signed by the proper parties.

     (e) Certain Transactions. The Warrant Agent, and its officers, directors
and employees, may become the owner of, or acquire any interest in, Warrants,
with the same rights that it or they would have if it were not the Warrant Agent
hereunder, and, to the extent permitted by applicable law, it or they may engage
or be interested in any financial or other transaction with the Company and may
act on, or as depositary, trustee or agent for, any committee or body of holders
of Warrant Securities or other obligations of the Company as freely as if it
were not the Warrant Agent hereunder. [Nothing in this Warrant Agreement shall
be deemed to prevent the Warrant Agent from acting as Trustee under the
Indenture.]

     (f) No Liability for Interest. The Warrant Agent shall have no liability
for interest on any monies at any time received by it pursuant to any of the
provisions of this Agreement or of the Warrant Certificates.

     (g) No Liability for Invalidity. The Warrant Agent shall not be under any
responsibility with respect to the validity or sufficiency of this Agreement or
the execution and delivery hereof (except the due authorization to execute this
Agreement and the due execution and delivery hereof by the Warrant Agent) or
with respect to the validity or execution of any Warrant Certificates (except
its countersignature thereof).


                                       10
<PAGE>


     (h) No Liability for Recitals. The recitals contained herein shall be taken
as the statements of the Company and the Warrant Agent assumes no liability for
the correctness of the same.

     (i) No Implied Obligations. The Warrant Agent shall be obligated to perform
only such duties as are herein and in the Warrant Certificates specifically set
forth and no implied duties or obligations shall be read into this Agreement or
the Warrant Certificates against the Warrant Agent. The Warrant Agent shall not
be under any obligation to take any action hereunder which may tend to involve
it in any expense or liability, the payment of which within a reasonable time is
not, in its reasonable opinion, assured to it. The Warrant Agent shall not be
accountable or under any duty or responsibility for the use by the Company of
any of the Warrant Certificates countersigned by the Warrant Agent and delivered
by it to the Company pursuant to this Agreement or for the application by the
Company of the proceeds of the Warrant Certificates. The Warrant Agent shall
have no duty or responsibility in case of any default by the Company in the
performance of its covenants or agreements contained herein or in the Warrant
Certificates or in the case of the receipt of any written demand from a Holder
of a Warrant Certificate with respect to such default, including, without
limiting the generality of the foregoing, any duty or responsibility to initiate
or attempt to initiate any proceedings at law or otherwise or, except as
provided in Section 6.02, to make any demand upon the Company.

     Section 5.03. Resignation and Appointment Of Successor. Error! Bookmark not
defined. The Company agrees, for the benefit of the Holders from time to time of
the Warrant Certificates, that there shall at all times be a Warrant Agent
hereunder until all the Warrants have been exercised or are no longer
exercisable.

     (b) The Warrant Agent may at any time resign as such by giving written
notice of its resignation to the Company, specifying the desired date on which
its resignation shall become effective; provided, however, that such date shall
be not less than 90 days after the date on which such notice is given unless the
Company agrees to accept shorter notice. Upon receiving such notice of
resignation, the Company shall promptly appoint a successor Warrant Agent (which
shall be a bank or trust company in good standing, authorized under the laws of
the jurisdiction of its organization to exercise corporate trust powers) by
written instrument in duplicate signed on behalf of the Company, one copy of
which shall be delivered to the resigning Warrant Agent and one copy to the
successor Warrant Agent. The Company may, at any time and for any reason, remove
the Warrant Agent and appoint a successor Warrant Agent (qualified as aforesaid)
by written instrument in duplicate signed on behalf of the Company and
specifying such removal and the date when it is intended to become effective,
one copy of which shall be delivered to the Warrant Agent being removed and one
copy to the successor Warrant Agent. Any resignation or removal of the Warrant
Agent and any appointment of a successor Warrant Agent shall become effective
upon acceptance of appointment by the successor Warrant Agent as provided in
this subsection (b). In the event a successor Warrant Agent has not been
appointed and accepted its duties within 90 days of the Warrant Agent's notice
of resignation, the Warrant Agent may apply to any court of competent
jurisdiction for the designation of a successor Warrant Agent. Upon its
resignation or removal, the Warrant Agent shall be entitled to the payment by
the Company of the compensation and to the reimbursement of all reasonable


                                       11
<PAGE>


out-of-pocket expenses (including reasonable attorneys' fees) incurred by it
hereunder as agreed to in Section 5.02(a).

     (c) The Company shall remove the Warrant Agent and appoint a successor
Warrant Agent if the Warrant Agent (i) shall become incapable of acting, (ii)
shall be adjudged bankrupt or insolvent, (iii) shall commence a voluntary case
or other proceeding seeking liquidation, reorganization or other relief with
respect to it or its debts under any bankruptcy, insolvency or other similar law
now or hereafter in effect or seeking the appointment of a trustee, receiver,
liquidator, custodian or other similar official of it or any substantial part of
its property, (iv) shall consent to, or shall have had entered against it a
court order for, any such relief or to the appointment of or taking possession
by any such official in any involuntary case or other proceedings commenced
against it, (v) shall make a general assignment for the benefit of creditors or
(vi) shall fail generally to pay its debts as they become due. Upon the
appointment as aforesaid of a successor Warrant Agent and acceptance by it of
such appointment, the predecessor Warrant Agent shall, if not previously
disqualified by operation of law, cease to be Warrant Agent hereunder.

     (d) Any successor Warrant Agent appointed hereunder shall execute,
acknowledge and deliver to its predecessor and the Company an instrument
accepting such appointment hereunder, and thereupon such successor Warrant
Agent, without any further act, deed or conveyance, shall become vested with all
the authority, rights, powers, immunities, duties and obligations of such
predecessor with like effect as if originally named as Warrant Agent hereunder,
and such predecessor shall thereupon become obligated to transfer, deliver and
pay over, and such successor Warrant Agent shall be entitled to receive, all
monies, securities and other property on deposit with or held by such
predecessor as Warrant Agent hereunder.

     (e) Any corporation into which the Warrant Agent hereunder may be merged or
converted or any corporation with which the Warrant Agent may be consolidated,
or any corporation resulting from any merger, conversion or consolidation to
which the Warrant Agent shall be a party, or any corporation to which the
Warrant Agent shall sell or otherwise transfer all or substantially all the
assets and business of the Warrant Agent, provided that it shall be qualified as
aforesaid, shall be the successor Warrant Agent under this Agreement without the
execution or filing of any paper or any further act on the part of any of the
parties hereto.

                                   Article 6
                                  MISCELLANEOUS

     Section 6.01. Amendment. This Agreement and the terms of the Warrants and
the Warrant Certificates may be amended by the parties hereto, without the
consent of the Holder of any Warrant Certificate or the beneficial owner of any
Warrant, for the purpose of curing any ambiguity, or of curing, correcting or
supplementing any defective or inconsistent provision contained herein or in the
Warrant Certificates, or making any other provisions with respect to matters or
questions arising under this Agreement as the Company and the Warrant Agent may
deem necessary or desirable, provided that such action shall not affect
adversely the interests of


                                       12
<PAGE>

the Holders of the Warrant Certificates or the beneficial owners of Warrants in
any material respect.

     Section 6.02. Notices And Demands To The Company And Warrant Agent. If the
Warrant Agent shall receive any notice or demand addressed to the Company by the
Holder of a Warrant Certificate pursuant to the provisions of the Warrant
Certificates, the Warrant Agent shall promptly forward such notice or demand to
the Company.

     Section 6.03. Addresses. Any communication from the Company to the Warrant
Agent with respect to this Agreement shall be addressed to [ ], Attention: [ ],
and any communication from the Warrant Agent to the Company with respect to this
Agreement shall be addressed to Comcast Corporation, 1500 Market Street,
Philadelphia, Pennsylvania, 19102-2148, Attention: [ ] (or such other address as
shall be specified in writing by the Warrant Agent or by the Company).

     Section 6.04. Applicable Law. The validity, interpretation and performance
of this Agreement and each Warrant Certificate issued hereunder and of the
respective terms and provisions hereof and thereof shall be governed by, and
construed in accordance with, the laws of the State of New York.

     Section 6.05. Delivery of Prospectus. The Company will furnish to the
Warrant Agent sufficient copies of a prospectus relating to the Warrant
Securities deliverable upon exercise of Warrants (the "Prospectus"), and the
Warrant Agent agrees that upon the exercise of any Warrant, the Warrant Agent
will deliver to the Holder of the Warrant Certificate evidencing such Warrant,
prior to or concurrently with the delivery of the Warrant Securities issued upon
such exercise, a Prospectus. The Warrant Agent shall not, by reason of any such
delivery, assume any responsibility for the accuracy or adequacy of such
Prospectus.

     Section 6.06. Obtaining of Governmental Approval. The Company will from
time to time take all action which may be necessary to obtain and keep effective
any and all permits, consents and approvals of governmental agencies and
authorities and securities acts filings under United States federal and state
laws (including without limitation a registration statement in respect of the
Warrants and Warrant Securities under the Securities Act of 1933), which may be
or become requisite in connection with the issuance, sale, transfer and delivery
of the Warrant Certificates, the exercise of the Warrants, the issuance, sale,
transfer and delivery of the Warrant Securities issued upon exercise of the
Warrants or upon the expiration of the period during which the Warrants are
exercisable.

     Section 6.07. Persons Having Rights Under Warrant Agreement. Nothing in
this Agreement shall give to any person other than the Company, the Warrant
Agent and the Holders of the Warrant Certificates any right, remedy or claim
under or by reason of this Agreement.

     Section 6.08. Headings. The descriptive headings of the several Articles
and Sections of this Agreement are inserted for convenience only and shall not
control or affect the meaning or construction of any of the provisions hereof.


                                       13
<PAGE>


     Section 6.09. Counterparts. This Agreement may be executed in any number of
counterparts, each of which as so executed shall be deemed to be an original,
but such counterparts shall together constitute but one and the same instrument.

     Section 6.10. Inspection of Agreement. A copy of this Agreement shall be
available at all reasonable times at the principal corporate trust office of the
Warrant Agent for inspection by the Holder of any Warrant Certificate. The
Warrant Agent may require such Holder to submit his Warrant Certificate for
inspection by it.

     Section 6.11. Notices to Holders of Warrants. Any notice to Holders of
Warrants evidenced by Warrant Certificates which by any provisions of this
Warrant Agreement is required or permitted to be given shall be given by first
class mail prepaid at such Holder's address as it appears on the books of the
Warrant Agent.


                                       14
<PAGE>


     IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be
duly executed and their respective corporate seals to be hereunto affixed and
attested, all as of the date first above written.


                                                COMCAST CORPORATION


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


                                                [WARRANT AGENT]


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












                                       15
<PAGE>


                                                                       EXHIBIT A


                          [FORM OF WARRANT CERTIFICATE]

                                     [Face]

                                           Prior to _______________, this
                                           Warrant Certificate may be
                                           transferred or exchanged if and only
                                           if the [Title of Offered Security] to
                                           which it was initially attached is so
                                           transferred or exchanged.

                                           [Prior to ________________, Warrants
Form of Legend if                          evidenced by this Warrant Certificate
Warrants are not                           cannot be exercised.]
immediately exercisable:


                EXERCISABLE ONLY IF AUTHENTICATED BY THE WARRANT
                            AGENT AS PROVIDED HEREIN

               VOID AFTER THE CLOSE OF BUSINESS ON _________, ____

                               COMCAST CORPORATION

                        Warrant Certificate representing
                              Warrants to purchase
                          [Title of Warrant Securities]
                               as described herein

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


No.                                                     _______________ Warrants


         This certifies that [ ] or registered assigns is the registered owner
of the above indicated number of Warrants, each Warrant entitling such
registered owner to purchase, at any time [after the close of business on
_________, ____, and] on or before the close of business on ____________, ____,
[____ shares of the [Title of Warrant Securities]] [$________ aggregate
principal amount of [Title of Warrant Securities]] (the "Warrant Securities") of
Comcast Corporation (the "Company") [, issued or to be issued


                                      A-1
<PAGE>


under the Indenture (as hereinafter defined),] on the following basis.2 [During
the period from ________, ____ through and including ___________, ____, each
Warrant shall entitle the Holder thereof, subject to the provisions of this
Agreement, to purchase from the Company the [principal] amount of Warrant
Securities stated above in this Warrant Certificate at the exercise price of
[___] [___% of the principal amount thereof [plus accrued amortization, if any,
of the original issue discount of the Warrant Securities][plus accrued interest,
if any, from the most recent date from which interest shall have been paid on
the Warrant Securities or, if no interest shall have been paid on the Warrant
Securities, from ___________, ____]; [in each case, the original issue discount
($_______ for each $1,000 principal amount of Warrant Securities) will be
amortized at a ___% annual rate, computed on a[n] [semi-]annual basis[, using a
360-day year constituting of twelve 30-day months]] (the "Exercise Price"). The
Holder of this Warrant Certificate may exercise the Warrants evidenced hereby,
in whole or in part, by surrendering this Warrant Certificate, with the purchase
form set forth hereon duly completed, accompanied [by payment in full, in lawful
money of the United States of America,] [in cash or by certified check or
official bank check in New York Clearing House funds] [by bank wire transfer in
immediately available funds]], the Exercise Price for each Warrant exercised, to
the Warrant Agent (as hereinafter defined), at the corporate trust office of
[name of Warrant Agent], or its successor as warrant agent (the "Warrant Agent")
[or at ____________,] at the addresses specified on the reverse hereof and upon
compliance with and subject to the conditions set forth herein and in the
Warrant Agreement (as hereinafter defined). This Warrant Certificate may be
exercised only for the purchase of [ shares of ] Warrant Securities [in the
principal amount of ] or any integral multiple thereof. [Cashless Exercise
Option]

     The term "Holder" as used herein shall mean, prior to [           ] (the
"Detachable Date"), the registered owner of the Company's [title of Offered
Securities] to which such Warrant Certificate was initially attached, and after
such Detachable Date, the person in whose name at the time such Warrant
Certificate shall be registered upon the books to be maintained by the Warrant
Agent for that purpose pursuant to Section 3.01 of the Warrant Agreement.

     Any whole number of Warrants evidenced by this Warrant Certificate may be
exercised to purchase Warrant Securities in registered form. Upon any exercise
of fewer than all of the Warrants evidenced by this Warrant Certificate, there
shall be issued to the registered owner hereof a new Warrant Certificate
evidencing the number of Warrants remaining unexercised.

     This Warrant Certificate is issued under and in accordance with the
Warrant Agreement dated as of [           ] (the "Warrant Agreement"), between
the Company and the Warrant Agent and is subject to the terms and provisions
contained in the Warrant Agreement, to all of which terms and provisions the
Holder of this Warrant Certificate consents by acceptance


--------------------
     2 Complete and modify the following provisions as appropriate to reflect
the terms of the Warrants and the Warrant Securities.


                                      A-2
<PAGE>


hereof. Copies of the Warrant Agreement are on file at the above-mentioned
office of the Warrant Agent [and at _______________].

     [The full and punctual payment of (i) all amounts payable by the Company
from time to time pursuant to the Warrant Agreement (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.]

     [The Warrant Securities to be issued and delivered upon the exercise of
Warrants evidenced by this Warrant Certificate will be issued under and in
accordance with an Indenture, dated as of ________________ (the "Indenture"),
among the Company, as issuer, Comcast Cable Communications, Inc., Comcast Cable
Communications Holdings, Inc., Comcast Cable Holdings, LLC and Comcast MO Group,
Inc. (collectively, the "Cable Guarantors") and The Bank of New York, as trustee
(such trustee, and any successors to such trustee, the "Trustee") and will be
subject to the terms and provisions contained in the Warrant Securities and in
the Indenture. Copies of the Indenture, including the form of the Warrant
Securities, are on file at the corporate trust office of the Trustee [and at
__________].]

     Prior to [           ] (the "Detachable Date"), this Warrant Certificate
may be exchanged or transferred only together with the [title of Offered
Security] (the "Offered Security") to which this Warrant Certificate was
initially attached, and only for the purpose of effecting, or in conjunction
with, an exchange or transfer of such Offered Security.

     Additionally, on or prior to the Detachable Date, each transfer of such
Offered Security on the register of the Offered Securities shall operate also to
transfer this Warrant Certificate. After the Detachable Date, this Warrant
Certificate, and all rights hereunder, may be transferred when surrendered at
the corporate trust office of the Warrant Agent [or _________] by the registered
owner or his assigns, in person or by an attorney duly authorized in writing, in
the manner and subject to the limitations provided in the Warrant Agreement.

     Except as provided in the immediately preceding paragraph, after
authentication by the Warrant Agent and prior to the expiration of this Warrant
Certificate, this Warrant Certificate may be exchanged at the corporate trust
office of the Warrant Agent [or at _____________] for Warrant Certificates
representing the same aggregate number of Warrants.

     This Warrant Certificate shall not entitle the registered owner hereof to
any of the rights of a registered holder of the Warrant Securities, including,
without limitation, [the right to receive payments of principal of (and premium,
if any) or interest, if any, on the Warrant


                                      A-3
<PAGE>


Securities or to enforce any of the covenants of the Indenture] [the right to
receive dividend payments on the Warrant Securities or any voting rights].

     Reference is hereby made to the further provisions of this Warrant
Certificate set forth on the reverse hereof, which further provisions shall for
all purposes have the same effect as if set forth at this place.

     This Warrant Certificate shall not be valid or obligatory for any purpose
until authenticated by the Warrant Agent.















                                      A-4
<PAGE>



     IN WITNESS WHEREOF, the Company has caused this Warrant Certificate to be
duly executed under its corporate seal.


Dated: _____________

                                                    COMCAST CORPORATION


                                                    By
                                                       -------------------------

Attest:

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


Certificate of Authentication

     This is one of the Warrant Certificates referred to in the within-mentioned
Warrant Agreement.


--------------------------------------
         As Warrant Agent

By____________________________________
         Authorized Signature


















                                      A-5
<PAGE>



                     [REVERSE] [FORM OF WARRANT CERTIFICATE]
                     (Instructions for Exercise of Warrants)

     To exercise any Warrants evidenced hereby, the Holder of this Warrant
Certificate must pay [in cash or by certified check or official bank check in
New York Clearing House funds or by bank wire transfer in immediately available
funds], the Exercise Price in full for each of the Warrants exercised, to [ ],
Corporate Trust Department, [ ], Attn: [ ] [or ________________], which payment
should specify the name of the Holder of this Warrant Certificate and the number
of Warrants exercised by such Holder. In addition, the Holder of this Warrant
Certificate should complete the information required below and present in person
or mail by registered mail this Warrant Certificate to the Warrant Agent at the
addresses set forth below.

                               [FORM OF EXERCISE]

                   (To be executed upon exercise of Warrants.)

     The undersigned hereby irrevocably elects to exercise [ ] Warrants,
represented by this Warrant Certificate, to purchase [______ shares of [Title of
Warrant Securities]] [$_________ aggregate principal amount of the [Title of
Warrant Securities]] (the "Warrant Securities") of Comcast Corporation and
represents that he has tendered payment for such Warrant Securities [in cash or
by certified check or official bank check in New York Clearing House funds or by
bank wire transfer in immediately available funds] to the order of Comcast
Corporation, c/o Treasurer in the amount of $[ ] in accordance with the terms
hereof. The undersigned requests that said [principal] amount of Warrant
Securities be in fully registered form, in the authorized denominations,
registered in such names and delivered, all as specified in accordance with the
instructions set forth below.












                                      A-6
<PAGE>


     If said [principal] amount of Warrant Securities is less than all of the
Warrant Securities purchasable hereunder, the undersigned requests that a new
Warrant Certificate representing the remaining balance of the Warrants evidenced
hereby be issued and delivered to the undersigned unless otherwise specified in
the instructions below.


Dated:
                                              Name
                                                   -----------------------------
                                                           (Please Print)

------------------------------
(Insert Social Security or Other
Identifying Number of Holder)                 Address
                                                       -------------------------

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


                                              Signature
                                                        ------------------------

                         (Signed exactly as name appears
                        on the other side of this Warrant
                                  Certificate)

         This Warrant may be exercised at the following addresses:


By hand at
           -----------------------------------------------------

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

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

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




By mail at
           -----------------------------------------------------

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

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

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






--------------------------------------------------------------------------------
(Instructions as to form and delivery of Warrant Securities and/or Warrant
Certificates):


                                      A-7
<PAGE>



                              [[FORM OF ASSIGNMENT]

              (TO BE EXECUTED TO TRANSFER THE WARRANT CERTIFICATE)


FOR VALUE RECEIVED __________________ hereby sells, assigns and transfers unto

                              Please insert social
                              security or other
                              identifying number

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


------------------------------------
(Please print name and address
    including zip code)



the right represented by the within Warrant Certificate and does hereby
irrevocably constitute and appoint _________________, Attorney, to transfer said
Warrant Certificate on the books of the Warrant Agent with full power of
substitution.


Dated:


                                         ---------------------------------------
                                         Signature
                                         (Signed exactly as name appears on the
                                         other side of this Warrant Certificate)

Signature Guarantee:



-------------------------------------- ]
Participant in a recognized Signature
Guarantee Medallion Program (or other
signature guarantor program reasonably
acceptable to the Warrant Agent)


                                      A-8