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                                                                     Exhibit 4.1

                              COMCAST CORPORATION
                       2001 EMPLOYEE STOCK PURCHASE PLAN

               (As Amended and Restated, Effective June 6, 2001)


1.        Purpose.
          -------

               The Comcast Corporation 2001 Employee Stock Purchase Plan (the
"Plan") is intended to encourage and facilitate the purchase of Shares of the
Class A Special Common Stock of Comcast Corporation (the "Company"), by Eligible
Employees of the Company and any Participating Companies, thereby providing such
Eligible Employees with a personal stake in the Company and a long range
inducement to remain in the employ of the Company and Participating Companies.
It is the intention of the Company that the Plan qualify as an "employee stock
purchase plan" within the meaning of section 423 of the Code.

2.        Definitions.
          -----------

          (a)  "Account" means a bookkeeping account established by the
                -------
Committee on behalf of a Participant to hold Payroll Deductions.

          (b)  "Affiliate" means, with respect to any Person, any other Person
                ---------
that, directly or indirectly, is in control of, is controlled by, or is under
common control with, such Person. For purposes of this definition, the term
"control," including its correlative terms "controlled by" and "under common
control with," mean, with respect to any Person, the possession, directly or
indirectly, of the power to direct or cause the direction of the management and
policies of such Person, whether through the ownership of voting securities, by
contract or otherwise.

          (c)  "Board" means the Board of Directors of the Company.
                -----

          (d)  "Brokerage Account" means the brokerage account established under
                -----------------
the Plan by the Company for each Participant, to which Shares purchased under
the Plan shall be credited.

          (e)  "Change of Control" means any transaction or series of
                -----------------
transactions as a result of which any Person who was a Third Party immediately
before such transaction or series of transactions owns then-outstanding
securities of the Company having more than 50 percent of the voting power for
the election of directors of the Company.

          (f)  "Code" means the Internal Revenue Code of 1986, as amended.
                ----

          (g)  "Committee" means the Compensation Committee of the Board.
                ---------

          (h)  "Company" means Comcast Corporation.
                -------

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          (i)  "Compensation" means an Eligible Employee's wages as reported on
                ------------
Form W-2 (i.e., wages as defined in section 3401(a) of the Code and all other
          ----
payments of compensation for which the Participating Company is required to
furnish the employee a written statement under sections 6041(d) and 6051(a)(3)
of the Code) from a Participating Company, reduced by reimbursements or other
expense allowances, fringe benefits (cash and noncash), moving expenses,
deferred compensation, and welfare benefits, but including salary reduction
contributions and elective contributions that are not includible in gross income
under sections 125 or 402(a)(8) of the Code.

          (j)  "Election Form" means the written or electronic form acceptable
                -------------
to the Committee which an Eligible Employee shall use to make an election to
purchase Shares through Payroll Deductions pursuant to the Plan.

          (k)  "Eligible Employee" means an Employee who is not an Ineligible
                -----------------
Employee.

          (l)  "Eligible Employer" means the Company and any subsidiary of the
                -----------------
Company, within the meaning of section 424(f) of the Code.

          (m)  "Employee" means a person who is an employee of a Participating
                --------
Company.

          (n)  "Fair Market Value" means the closing price per Share on the
                -----------------
principal national securities exchange on which the Shares are listed or
admitted to trading or, if not listed or traded on any such exchange, on the
National Market System of the National Association of Securities Dealers
Automated Quotation System ("NASDAQ"), or if not listed or traded on any such
exchange or system, the fair market value as reasonably determined by the Board
or the Committee, which determination shall be conclusive.

          (o)  "Five Percent Owner" means an Employee who, with respect to a
                ------------------
Participating Company, is described in section 423(b)(3) of the Code.

          (p)  "Ineligible Employee" means an Employee who, as of an Offering
                -------------------
Commencement Date:

               (1)  Is a Five Percent Owner;

               (2)  Has been continuously employed by a Participating Company on
a full-time basis for less than 90 days;

               (3)  Has been continuously employed by a Participating Company on
a part-time basis for less than one year; or

               (4)  Is restricted from participating under Paragraph 3(b).

For purposes of this Paragraph 2(p), an Employee is employed on a part-time
basis if the Employee customarily works less than 20 hours per week. For
purposes of this Paragraph 2(p),

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an Employee is employed on a full-time basis if the Employee customarily works
20 or more hours per week.

          (q)  "Offering" means an offering of Shares by the Company to Eligible
                --------
Employees pursuant to the Plan.

          (r)  "Offering Commencement Date" means the first day of each January
                --------------------------
1, April 1, July 1 and October 1 beginning on or after Offerings are authorized
by the Board or the Committee, until the Plan Termination Date, provided that
the first Offering Commencement Date shall be August 1, 2001.

          (s)  "Offering Period" means the period extending from an Offering
                ---------------
Commencement Date through the following Offering Termination Date.

          (t)  "Offering Termination Date" means the last day of each March,
                -------------------------
June, September and December following an Offering Commencement Date, or such
other Offering Termination Date established in connection with a Terminating
Event.

          (u)  "Participant" means an Eligible Employee who has timely
                -----------
delivered an Election Form to the Committee in accordance with procedures
established by the Committee.

          (v)  "Participating Company" means, as provided in Schedule A to the
                ---------------------
Plan, the Eligible Employers, if any, that are approved by the Board or the
Committee from time to time.

          (w)  "Payroll Deductions" means amounts withheld from a Participant's
                ------------------
Compensation pursuant to the Plan, as described in Paragraph 5.

          (x)  "Person" means an individual, a corporation, a partnership, an
                ------
association, a trust or any other entity or organization.

          (y)  "Plan" means the Comcast Corporation 2001 Employee Stock Purchase
                ----
Plan, as set forth in this document, and as may be amended from time to time.

          (z)  "Plan Termination Date" means the earlier of:
                ---------------------

               (1)  The Offering Termination Date for the Offering in which the
maximum number of Shares specified in Paragraph 9 have been issued pursuant to
the Plan; or

               (2)  The date as of which the Board or the Committee chooses to
terminate the Plan as provided in Paragraph 14.

          (aa) "Purchase Price" means 85 percent of the lesser of:  (1) the Fair
                --------------
Market Value per Share on the Offering Commencement Date, or if such date is not
a trading day, then on the next trading day thereafter or (2) the Fair Market
Value per Share on the Offering Termination Date, or if such date is not a
trading day, then on the trading day immediately preceding the Offering
Termination Date.

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          (bb) "Roberts Family."  Each of the following is a member of the
                --------------
Roberts Family:

               (1)  Brian L. Roberts;

               (2)  a lineal descendant of Brian L. Roberts; or

               (3)  a trust established for the benefit of any of Brian L.
Roberts and/or a lineal descendant or descendants of Brian L. Roberts.

          (cc) "Shares" means shares of the Company's Class A Special Common
                ------
Stock, par value, $1.00.

          (dd) "Successor-in-Interest" means the Participant's executor or
                ---------------------
administrator, or such other person or entity to whom the Participant's rights
under the Plan shall have passed by will or the laws of descent and
distribution.

          (ee) "Terminating Event" means any of the following events:
                -----------------

               (1)  the liquidation of the Company; or

               (2)  a Change of Control.

          (ff) "Third Party" means any Person, together with such Person's
                -----------
Affiliates, provided that the term "Third Party" shall not include the Company,
an Affiliate of the Company or any member or members of the Roberts Family.

          (gg) "Termination Form" means the written or electronic form
                ----------------
acceptable to the Committee which an Employee shall use to discontinue
participation during an Offering Period pursuant to Paragraph 7(b).

3.        Eligibility and Participation.
          -----------------------------

          (a)  Eligibility.  Except to the extent participation is restricted
               -----------
under Paragraph 3(b), each Eligible Employee shall be eligible to participate in
the Plan.

          (b)  Restrictions on Participation.  Notwithstanding any provisions
               -----------------------------
of the Plan to the contrary, no Employee shall be eligible to purchase Shares in
an Offering to the extent that:

               (1)  Immediately after the purchase of Shares, such Employee
would be a Five Percent Owner; or

               (2)  A purchase of Shares would permit such Employee's rights to
purchase stock under all employee stock purchase plans of the Participating
Companies which meet the requirements of section 423(b) of the Code to accrue at
a rate which exceeds $25,000 in fair

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market value (as determined pursuant to section 423(b)(8) of the Code) for each
calendar year in which such right to purchase Shares is outstanding.

     (c)  Commencement of Participation.  An Eligible Employee shall become a
          -----------------------------
Participant by completing an Election Form and filing it with the Committee on
or before the 15th day of the month immediately preceding the Offering
Commencement Date for the first Offering to which such Election Form applies.
Payroll Deductions for a Participant shall commence on first payroll period
ending after the applicable Offering Commencement Date when his or her
authorization for Payroll Deductions becomes effective, and shall end on the
Plan Termination Date, unless sooner terminated by the Participant pursuant to
Paragraph 7(b).

4.   Shares Per Offering.
     -------------------

     The Plan shall be implemented by a series of Offerings that shall commence
after Offerings have been authorized by the Board or the Committee, and
terminate on the Plan Termination Date. Offerings shall be made with respect to
Compensation accumulated during each Offering Period for the period commencing
with the first day of the first Offering Period (when such Offering Period is
authorized by the Board or the Committee) and ending with the Plan Termination
Date. Shares available for any Offering shall be the difference between the
maximum number of Shares that may be issued under the Plan, as determined
pursuant to Paragraph 8(a), for all of the Offerings, less the actual number of
Shares purchased by Participants pursuant to prior Offerings. If the total
number of Shares subject to purchase under the Plan on any Offering Termination
Date exceeds the maximum number of Shares available, the Board or the Committee
shall make a pro rata allocation of Shares available for delivery and
distribution in as nearly a uniform manner as practicable, and as it shall
determine to be fair and equitable, and the unapplied Account balances shall be
returned to Participants as soon as practicable following the Offering
Termination Date.

5.   Payroll Deductions.
     ------------------

     (a)  Amount of Payroll Deductions.  On the Election Form, an Eligible
          ----------------------------
Employee may elect to have Payroll Deductions of not more than 10 percent of
Compensation earned for each payroll period ending within the Offering Period,
subject to the limitation that the maximum amount of Payroll Deductions for any
Eligible Employee for any calendar year shall not exceed $10,000. The rules
established by the Committee regarding Payroll Deductions, as reflected on the
Election Form, shall be consistent with section 423(b)(5) of the Code.

     (b)  Participants' Accounts.  All Payroll Deductions with respect to a
          ----------------------
Participant pursuant to Paragraph 5(a) shall be credited to the Participant's
Account under the Plan.

     (c)  Changes in Payroll Deductions.  A Participant may discontinue Payroll
          -----------------------------
Deductions during an Offering Period by providing a Termination Form to the
Committee at any time before the Offering Termination Date applicable to any
Offering. No other change can be made during an Offering, including, but not
limited to, changes in the amount of Payroll Deductions for such Offering. A
Participant may change the amount of Payroll Deductions for subsequent Offerings
by giving written notice (or notice in another form pursuant to procedures

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established by the Committee) of such change to the Committee on or before the
15th day of the month immediately preceding the Offering Commencement Date for
the Offering for which such change is effective.

6.   Purchase of Shares.
     ------------------

     (a)  In General.  On each Offering Termination Date, each Participant shall
          ----------
be deemed to have purchased a number of whole Shares equal to the quotient
obtained by dividing the balance credited to the Participant's Account as of the
Offering Termination Date, by the Purchase Price, rounded to the next lowest
whole Share.  Shares deemed purchased by a Participant under the Plan shall be
credited to the Participant's Brokerage Account as soon as practicable following
the Offering Termination Date.

     (b)  Terminating Events.  The Company shall give Participants at least 30
          ------------------
days' notice (or, if not practicable, such shorter notice as may be reasonably
practicable) prior to the anticipated date of the consummation of a Terminating
Event.  The 20th day following the issuance of such notice by the Company (or
such earlier date as the Board or the Committee may reasonably determine) shall
constitute the Offering Termination Date for any outstanding Offering.

     (c)  Fractional Shares and Minimum Number of Shares.  Fractional Shares
          ----------------------------------------------
shall not be issued under the Plan.  Amounts credited to an Account remaining
after the application of such Account to the purchase of Shares under the Plan
shall be credited to the Participant's Account for the next succeeding Offering,
or, at the Participant's election, returned to the Participant as soon as
practicable following the Offering Termination Date, without interest.

     (d)  Transferability of Rights to Purchase Shares.  No right to purchase
          --------------------------------------------
Shares pursuant to the Plan shall be transferable other than by will or by the
laws of descent and distribution, and no such right to purchase Shares pursuant
to the Plan shall be exercisable during the Participant's lifetime other than by
the Participant.

7.   Termination of Participation.
     ----------------------------

     (a)  Account.  Except as provided in Paragraph 7(c), no amounts shall be
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distributed from Participants' Accounts during an Offering Period.

     (b)  Suspension of Participation.  A Participant may discontinue Payroll
          ---------------------------
Deductions during an Offering Period by providing a Termination Form to the
Committee at any time before the Offering Termination Date applicable to any
Offering.  All amounts credited to such Participant's Account shall be applied
to the purchase of Shares pursuant to Paragraph 6.  A Participant who
discontinues Payroll Deductions during an Offering Period shall not be eligible
to participate in the Offering next following the date on which the Participant
delivers the Termination Form to the Committee.

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     (c)  Termination of Employment. Upon termination of a Participant's
          -------------------------
employment for any reason, all amounts credited to such Participant's Account
shall be returned to the Participant, or, following the Participant's death, to
the Participant's Successor-in-Interest.

8.   Interest.
     --------

     No interest shall be paid or allowed with respect to Payroll Deductions
paid into the Plan or credited to any Participant's Account.

9.   Shares.
     ------

     (a)  Maximum Number of Shares; Adjustments.  Subject to adjustment as
          -------------------------------------
provided in this Paragraph 9, not more than 4,250,000 Shares in the aggregate
may be issued pursuant to the Plan pursuant to Offerings under the Plan. Shares
delivered pursuant to the Plan may, at the Company's option, be either treasury
Shares or Shares originally issued for such purpose. In the event that Shares
are changed into or exchanged for a different number or kind of shares of stock
or other securities of the Company, whether through merger, consolidation,
reorganization, recapitalization, stock dividend, stock split-up or other
substitution of securities of the Company, the Board or the Committee shall make
appropriate equitable anti-dilution adjustments to the number and class of
shares of stock available for issuance under the Plan, to the number and class
of shares of stock subject to outstanding Offerings and to the Purchase Price.
Any reference to the Purchase Price in the Plan and in any related documents
shall be a reference to the Purchase Price as so adjusted. Any reference to the
term "Shares" in the Plan and in any related documents shall be a reference to
the appropriate number and class of shares of stock available for issuance under
the Plan, as adjusted pursuant to this Paragraph 9. The Board's or the
Committee's adjustment shall be effective and binding for all purposes of this
Plan. All Shares issued pursuant to the Plan shall be validly issued, fully paid
and nonassessable.

     (b)  Participant's Interest in Shares.  A Participant shall have no
          --------------------------------
interest in Shares offered under the Plan until Shares are credited to the
Participant's Brokerage Account.

     (c)  Crediting of Shares to Brokerage Account.  Shares purchased under the
          ----------------------------------------
Plan shall be credited to the Participant's Brokerage Account as soon as
practicable following the Offering Termination Date.

     (d)  Restrictions on Purchase.  The Board or the Committee may, in its
          ------------------------
discretion, require as conditions to the purchase of any Shares under the Plan
such conditions as it may deem necessary to assure that such purchase of Shares
is in compliance with applicable securities laws.

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10.  Expenses.
     --------

     The Participating Companies shall pay all fees and expenses incurred
(excluding individual Federal, state, local or other taxes) in connection with
the Plan. No charge or deduction for any such expenses will be made to a
Participant upon the termination of his or her participation under the Plan or
upon the distribution of certificates representing Shares purchased with his or
her Payroll Deductions.

11.  Taxes.
     -----

     The Participating Companies shall have the right to withhold from each
Participant's Compensation an amount equal to all federal, state, city or other
taxes as the Participating Companies shall determine are required to be withheld
by them in connection with the purchase of Shares under the Plan and in
connection with the sale of Shares acquired under the Plan. In connection with
such withholding, the Participating Companies may make any such arrangements as
they may deem necessary or appropriate to protect their interests.

12.  Plan and Contributions Not to Affect Employment.
     -----------------------------------------------

     The Plan shall not confer upon any Eligible Employee any right to continue
in the employ of the Participating Companies.

13.  Administration.
     --------------

     The Plan shall be administered by the Committee. The Board and the
Committee shall have authority to interpret the Plan, to prescribe, amend and
rescind rules and regulations relating to it, and to make all other
determinations deemed necessary or advisable in administering the Plan, with or
without the advice of counsel. The Committee may delegate its administrative
duties, subject to its review and supervision, to the appropriate officers and
employees of the Company. The determinations of the Board and the Committee on
the matters referred to in this Paragraph 13 shall be conclusive and binding.

14.  Amendment and Termination.
     -------------------------

     The Board or the Committee may terminate the Plan at any time and may amend
the Plan from time to time in any respect; provided, however, that upon any
termination of the Plan, all Shares or Payroll Deductions (to the extent not yet
applied to the purchase of Shares) under the Plan shall be distributed to the
Participants, provided further, that no amendment to the Plan shall affect the
right of any Participant to receive his or her proportionate interest in the
Shares or his or her Payroll Deductions (to the extent not yet applied to the
purchase of Shares) under the Plan, and provided further that the Company may
seek shareholder approval of an amendment to the Plan if such approval is
determined to be required by or advisable under the regulations of the
Securities and Exchange Commission or the Internal Revenue Service, the rules of
any stock exchange or system on which the Shares are listed or other applicable
law or regulation.

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15.  Effective Date.
     --------------

     The Plan shall be effective on December 20, 2000, the date it was adopted
by the Board, subject to approval by the Company's shareholders within one year
of the adoption of the Plan by the Board. This amendment and restatement of the
Plan is effective on June 6, 2001. Any rights to purchase Shares made available
before the approval of the Plan by the Company's shareholders shall be expressly
conditioned upon such approval, and no Share certificates shall be issued until
such approval. If shareholder approval is not received within 12 months before
or after the date of the initial adoption of the Plan by the Board, no Share
certificates shall be issued and all amounts credited to Participants' Accounts
with respect to such Shares shall be returned to Participants as soon as
administratively practicable.

16.  Government and Other Regulations.
     --------------------------------

     (a)  In General. The purchase of Shares under the Plan shall be subject to
          ----------
all applicable laws, rules and regulations, and to such approvals by any
governmental agencies as may be required.

     (b)  Securities Law.  The Committee shall have the power to make each
          --------------
Offering under the Plan subject to such conditions as it deems necessary or
appropriate to comply with the then-existing requirements of the Securities Act
of 1933, as amended, and the Securities Exchange Act of 1934, as amended,
including Rule 16b-3 (or any similar rule) promulgated by the Securities and
Exchange Commission thereunder.

17.  Non-Alienation.
     --------------

     No Participant shall be permitted to assign, alienate, sell, transfer,
pledge or otherwise encumber his right to purchase Shares under the Plan prior
to time that Shares are credited to the Participant's Brokerage Account. Any
attempt at assignment, alienation, sale, transfer, pledge or other encumbrance
shall be void and of no effect.

18.  Notices.
     -------

     Any notice required or permitted hereunder shall be sufficiently given only
if delivered personally, telecopied, or sent by first class mail, postage
prepaid, and addressed:

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     If to the Company:
     -----------------

     Comcast Corporation
     1500 Market Street
     Philadelphia, PA, 19102
     Fax: 215-981-7794
     Attention: General Counsel
     ---------

     Or any other address provided pursuant to notice provided by the Committee.

     If to the Participant:
     ---------------------

     At the address on file with the Participating Company from time to time, or
     to such other address as either party may hereafter designate in writing
     (or via such other means of communication permitted by the Committee) by
     notice similarly given by one party to the other.

19.   Successors.
      ----------

     The Plan shall be binding upon and inure to the benefit of any successors
or assigns of the Company.

20.   Severability.
      ------------

     If any part of this Plan shall be determined to be invalid or void in any
respect, such determination shall not affect, impair, invalidate or nullify the
remaining provisions of this Plan which shall continue in full force and effect.

21.   Acceptance.
      ----------

     The election by any Eligible Employee to participate in this Plan
constitutes his or her acceptance of the terms of the Plan and his or her
agreement to be bound hereby.

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22.  Applicable Law.
     --------------

     This Plan shall be construed in accordance with the laws of the
Commonwealth of Pennsylvania, to the extent not preempted by applicable Federal
law.


                   Executed as of the 6th day of June, 2001.



                                         COMCAST CORPORATION


                                         By: /s/ Stanley Wang
                                            ------------------------------


                                         Attest: /s/ Arthur R. Block
                                                --------------------------

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                                  SCHEDULE A


                            Participating Companies
                            -----------------------



Comcast Corporation
Comcast Cable Communications, Inc. and its subsidiaries
Comcast Online Communications, Inc.

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