EXHIBIT 3.1(a)

Microfilm Number 90341486
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Filed with the Department of State on        JUL 24 1990
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Entity Number 74263
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/s/ Christopher A. Lewis
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Secretary of the Commonwealth

       ARTICLES OF AMENDMENT-DOMESTIC BUSINESS CORPORATION
                      DSCB:15-1915 (Rev 89)

     In compliance with the requirements of 15 Pa.C.S. Section
1915 (relating to articles of amendment), the undersigned
business corporation, desiring to amend its Articles, hereby
states that:

1. The name of the corporation is: Comcast Corporation
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2. The (a) address of this corporation's current registered
office in this Commonwealth or (b) commercial registered office
provider and the county of venue is (the Department is hereby
authorized to correct the following address to conform to the
records of the Department):

(a) 1414 South Penn Square, Philadelphia, PA 19102 Philadelphia
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      Number and Street        City     State  Zip   County

(b)
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     Name of Commercial Registered Office Provider     County

     For a corporation represented by a commercial registered
office provider, the county in (b) shall be deemed the county
in which the corporation is located for venue and official
publication purposes.

3. The statute by or under which it was incorporated is:
            The Pennsylvania Business Corporation Law
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4. The original date of its incorporation is: March 5, 1969
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5. (Check, and if appropriate complete, one of the following):

 X   The amendment shall be effective upon filing these
---  Articles of Amendment in the Department of State.

---  The amendment shall be effective on: ------------------
<PAGE>
DSCB:15-1915 (Rev 89)-2

6. (Check one of the following):

---  The amendment was adopted by the shareholders pursuant to
     15 Pa.C.S. Section 1914(a) and (b).

 X   The amendment was adopted by the board of directors
---  pursuant to 15 Pa.C.S. Section 1914 (c).

7. (Check, and if appropriate complete, one of the following):


---  The amendment adopted by the corporation, set forth in
     full, is as follows:




 X   The amendment adopted by the corporation as set forth in
---  full in Exhibit A, attached hereto and made a part hereof.

8. (Check if the amendment restates the Articles):

 X   The restated Articles of Incorporation supersede the
---  original Articles and all amendments thereto.

          IN TESTIMONY WHEREOF, the undersigned corporation has
caused these Articles of Amendment to be signed by a duly
authorized officer thereof this 24th day of July, 1990.       



 COMCAST CORPORATION
 -----------------------------
 (Name of Corporation)

 BY: /s/ Stanley Wang
     -------------------------
    (Signature)

 TITLE: Senior Vice President
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<PAGE>
                            EXHIBIT A
 The Articles of Incorporation of the Corporation shall be
amended and restated in their entirety so as to read as
follows:

 1. The name of the Corporation is COMCAST CORPORATION.

 2. The location and post office address of its current
registered office in this Commonwealth is 1414 South Penn
Square, Philadelphia, Pennsylvania 19102.

 3. The purpose or purposes for which the corporation is
organized are:

 To have unlimited power to engage in and to do any lawful
act concerning any or all lawful business for which
corporations may be incorporated under the Business Corporation
Law.

 4. The term of its existence is perpetual.

 5. The aggregate number of shares which the corporation
shall have authority to issue is:

 Two Hundred Million (200,000,000) shares of Class A Common
Stock, par value $1.00 per share, Three Hundred Fifty Million
(350,000,000) shares of Class A Special Common Stock, par value
$1.00 per share, Fifty Million (50,000,000) shares of Class B
Common Stock, par value $1.00 per share, and Twenty Million
(20,000,000) shares of Preferred Stock, which the Board of
Directors may issue, in one or more series, without par value,
with full, limited, multiple, fractional or no voting rights,
with such designations, preferences, qualifications,
privileges, limitations, restrictions, options, conversion
rights and other special or relative rights as shall be fixed.

 The descriptions, preferences, qualifications,
limitations, restrictions and the special or relative rights in
respect of the shares of each class of Common Stock are as
follows:

 (a) Each share of Class A Common Stock shall entitle the
holder thereof to one (1) vote. Each share of Class B Common
Stock shall entitle the holder thereof to fifteen (15) votes.
Holders of shares of Class A Special Common Stock shall not be
entitled to vote for the election of directors or any other
matter except as may be required by applicable law or by
paragraph (f) of this Article 5, in which case each share of
Class A Special Common Stock shall entitle the holder thereof
to one (1) vote.

<PAGE>
 (b) The holders of Class A Common Stock, the holders of
Class A Special Common Stock and the holders of Class B Common
Stock shall be entitled to receive, from time to time, when and
as declared, in the discretion of the Board of Directors, such
cash dividends as the Board of Directors may from time to time
determine, out of such funds as are legally available therefor.


 (c) The holders of Class A Common Stock, the holders of
Class A Special Common Stock, and the holders of Class B Common
Stock, shall be entitled to receive, from time to time, when
and as declared, in the discretion of the Board of Directors,
such stock dividends as the Board of Directors may determine,
out of such funds as are legally available therefor. Stock
dividends on, or stock splits of, any class of Common Stock
shall not be paid or issued unless paid or issued on all
classes of Common Stock, in which case they shall be paid or
issued only in shares of that class; provided, however, that
stock dividends on, or stock splits of, Class A Common Stock,
Class A Special Common Stock or Class B Common Stock may be
paid or issued in shares of either Class A Common Stock or
Class A Special Common Stock. Any decrease in the number of
shares of any class of Common Stock resulting from a
combination or consolidation of shares or other capital
reclassification shall not be permitted unless parallel action
is taken with respect to each other class of Common Stock, so
that the number of shares of each class of Common Stock
outstanding shall be decreased proportionately.

 (d) Each share of Class B Common Stock shall be
convertible at the option of the holder thereof into one share
of Class A Common Stock or one share of Class A Special Common
Stock. Each share of Class B Common Stock shall be cancelled
after it has been converted as provided herein.

 (e) Except as provided in paragraph (f) of this Article
Five, or where holders of Class A Special Common Stock are
expressly required to vote under applicable law, only the
holders of Class A Common Stock and holders of Class B Common
Stock shall be entitled to vote and shall vote as a single
class on all matters with respect to which a vote of the
shareholders of this Corporation is required or permitted under
applicable law, the Articles of Incorporation of this
Corporation, or the By-Laws of this Corporation including, but
not limited to, matters concerning the sale, lease or exchange
of all or substantially all of the property and assets of this
Corporation, mergers or consolidations with another corporation
or corporations, dissolution of this Corporation, or amendments
to the Articles of Incorporation of this Corporation. Except as
provided in paragraph (f) of this Article Five, whenever 

                               -2-

<PAGE>
applicable law, the Articles of Incorporation of this
Corporation or the By-Laws of this Corporation provide for the
necessity of an "affirmative vote of the shareholders entitled
to cast at least a majority of the votes which all shareholders
are entitled to cast thereon," or a "majority of the voting
stock," or language of similar effect, any and all such
language shall mean that the Class A Common Stock and the Class
B Common Stock shall vote as one class and that a majority
consists of a majority of the total number of votes entitled to
be cast in accordance with the provisions of paragraph (a) of
this Article Five, so that each share of Class A Common Stock
shall entitle the holder thereof to one (1) vote and that each
share of the Class B Common Stock shall entitle the holder
thereof to fifteen (15) votes.

 (f) Each and any provision of the Articles of
Incorporation of this Corporation may from time to time, when
and as desired, be amended by a resolution of the Board of
Directors and the affirmative vote of the shareholders entitled
to cast at least a majority of the votes which all shareholders
are entitled to cast thereon, as determined in accordance with
the provisions of paragraph (a) of this Article Five, so that
each share of Class A Common Stock shall entitle the holder
thereof to one (1) vote and each share of Class B Common Stock
shall entitle the holder thereof to fifteen (15) votes. There
shall be no class voting on any such amendment or on any other
matter except with respect to certain amendments to the
Articles of Incorporation regarding conversion rights of Class
B Common Stock set forth in paragraph (d) of this Article Five
or as shall be required by applicable law, in which such case
there shall be required the affirmative vote of the holders of
at least a majority of the outstanding shares of each of Class
A Common Stock, Class A Special Common Stock and Class B Common
Stock, voting as separate classes. 

 (g) In the event that the right to subscribe to Class A
Common Stock or Class A Special Common Stock, or options or
warrants to purchase Class A Common Stock or Class A Special
Common Stock, are offered or granted to all holders of Class A
Common Stock or Class A Special Stock, parallel action must be
taken simultaneously with respect to the holders of Class B
Common Stock so that if such rights, options or warrants are
exercised in their entirety, the number of shares of Class A
Common Stock and Class A Special Common Stock, in the
aggregate, and the number of shares of Class B Common Stock
will be increased in proportion to the number of shares issued
and outstanding of Class A Common Stock and Class A Special
Common Stock, in the aggregate, and the number of shares issued
and outstanding of the Class B Common Stock. If there should be
any corporate merger, consolidation, purchase or acquisition 

                               -3-

<PAGE>
of property or stock, separation, reorganization, or
liquidation, the Board of Directors shall take such action as
may be necessary to enable the holders of the Class B Common
Stock to receive upon any subsequent conversion of their stock
into Class A Common Stock, in whole or in parts, in lieu of any
shares of Class A Common Stock of this Corporation, the shares
of stock, securities, or other assets as would be issuable or
payable upon such corporate merger, consolidation, purchase, or
acquisition of property or stock, separation, reorganization,
or liquidation in respect of or in exchange for such share or
shares of Class A Common Stock.

 (h) At all times the Board of Directors shall take such
action to adjust the conversion privileges of the Class B
Common Stock and the number of shares of Class B Common Stock
to be outstanding after any particular transaction to prevent
the dilution of the conversion rights of the holders of the
Class B Common Stock and to prevent the dilution of voting
rights of the holders of the Class B Common Stock.

 (i) In the event of any liquidation, dissolution or
winding up (either voluntary or involuntary) of the
corporation, the holders of Class A Common Stock, the holders
of Class A Special Common Stock and the holders of Class B
Common Stock shall be entitled to receive the assets and funds
of the corporation in proportion to the number of shares held
by them, respectively, without regard to class.

 (j) Except as expressly set forth herein, the rights of
the holders of Class A Common Stock, the rights of the holders
of Class A Special Common Stock and the rights of the holders
of Class B Common Stock shall be in all respects identical.

 (k) Neither the holders of the Class A Common Stock nor
the holders of the Class B Common Stock shall have cumulative
voting rights.

 6. Henceforth, these Articles supersede the original
Articles and all amendments filed thereto.

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