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                                    FORM 10-K
                         ------------------------------
                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549
     (Mark One)

        [ X ]    ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
                 SECURITIES EXCHANGE ACT OF 1934
                 FOR THE FISCAL YEAR ENDED

                                DECEMBER 31, 2003

                                       OR

        [   ]    TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
                 SECURITIES EXCHANGE ACT OF 1934
                 FOR THE TRANSITION PERIOD FROM  ___________ TO ____________

                        Commission file number 001-15471

                          COMCAST HOLDINGS CORPORATION
             (Exact name of registrant as specified in its charter)


                PENNSYLVANIA                             23-1709202
        (State or other jurisdiction of                (I.R.S. Employer
        incorporation or organization)                 Identification No.)

      1500 Market Street, Philadelphia, PA                 19102-2148
    (Address of principal executive offices)               (Zip Code)

       Registrant's telephone number, including area code: (215) 665-1700
                        --------------------------------
           SECURITIES REGISTERED PURSUANT TO SECTION 12(b) OF THE ACT:
               2.0% Exchangeable Subordinated Debentures due 2029
                        ---------------------------------
           SECURITIES REGISTERED PURSUANT TO SECTION 12(g) OF THE ACT:
                                      NONE
                          ----------------------------

Indicate by check mark whether the Registrant (1) has filed all reports required
to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during
the  preceding 12 months (or for such  shorter  period that the  Registrant  was
required  to file  such  reports)  and  (2)  has  been  subject  to such  filing
requirements for the past 90 days.

                    Yes     X                  No
                        ---------                 ---------

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

Indicate by check mark if disclosure of delinquent  filers  pursuant to Item 405
of Regulation  S-K is not contained  herein,  and will not be contained,  to the
best of Registrant's  knowledge,  in definitive proxy or information  statements
incorporated  by  reference in Part III of this Form 10-K or any  amendments  to
this Form 10-K. [ Not Applicable ]

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

Indicate  by check mark  whether  the  Registrant  is an  accelerated  filer (as
defined in Rule 12b-2 of the Act).

                    Yes                        No      X
                        ---------                 ----------

As of the end of its fiscal year, all of the Registrant's  voting and non-voting
common  equity  securities  were  held  either  directly  or  indirectly  by its
affiliate, Comcast Corporation.

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

As of December 31, 2003,  there were 21,591,115  shares of Class A Common Stock,
916,198,519 shares of Class A Special Common Stock and 9,444,375 shares of Class
B Common Stock outstanding.

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

The Registrant  meets the conditions set forth in General  Instructions I (1)(a)
and (b) of Form  10-K  and is  therefore  filing  this  form  with  the  reduced
disclosure format.

                           --------------------------
                       DOCUMENTS INCORPORATED BY REFERENCE
                                      NONE

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<PAGE>

<TABLE>
<CAPTION>


                        COMCAST HOLDINGS CORPORATION
                        2003 FORM 10-K ANNUAL REPORT
                              TABLE OF CONTENTS

                                     PART I
<S>  <C>                                                                                                         <C>
Item 1   Business...............................................................................................  2
Item 2   Properties..............................................................................................13
Item 3   Legal Proceedings.......................................................................................13
Item 4   Submission of Matters to a Vote of Security Holders.....................................................14

                                     PART II
Item 5   Market for the Registrant's Common Equity and Related
         Stockholder Matters............................... .....................................................15
Item 6   Selected Financial Data.................................................................................15
Item 7   Management's Discussion and Analysis of Financial Condition
         and Results of Operations ..............................................................................16
Item 7A  Quantitative and Qualitative Disclosures About Market Risk..............................................22
Item 8   Financial Statements and Supplementary Data.............................................................24
Item 9   Changes in and Disagreements with Accountants on
         Accounting and Financial Disclosure ....................................................................57
Item 9A  Controls and Procedures.................................................................................57



                                    PART III
Item 10  Directors and Executive Officers of the Registrant......................................................57
Item 11  Executive Compensation..................................................................................57
Item 12  Security Ownership of Certain Beneficial Owners and
         Management and Related Stockholder Matters .............................................................57
Item 13  Certain Relationships and Related Transactions..........................................................57
Item 14  Principal Accounting Fees and Services .................................................................57


                                     PART IV
Item 15  Exhibits, Financial Statement Schedules, and Reports on
         Form 8-K ...............................................................................................57
SIGNATURES.......................................................................................................60

</TABLE>

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

     This Annual  Report on Form 10-K is for the year ended  December  31, 2003.
This Annual Report modifies and supersedes  documents filed prior to this Annual
Report. The SEC allows us to "incorporate by reference" information that we file
with them,  which means that we can  disclose  important  information  to you by
referring you directly to those documents. Information incorporated by reference
is considered to be part of this Annual Report. In addition, information that we
file  with  the  SEC in the  future  will  automatically  update  and  supersede
information  contained in this Annual Report.  In this Annual  Report,  "Comcast
Holdings,"  "we," "us" and "our" refer to Comcast  Holdings  Corporation and its
subsidiaries, and "Comcast" refers to Comcast Corporation.

     You  should  carefully  review the  information  contained  in this  Annual
Report, and should  particularly  consider any risk factors that we set forth in
this Annual Report and in other  reports or documents  that we file from time to
time with the SEC. In this Annual Report,  we state our beliefs of future events
and of our future financial  performance.  In some cases, you can identify those
so-called "forward-looking statements" by words such as "may," "will," "should,"
"expects,"  "plans,"   "anticipates,"   "believes,"   "estimates,"   "predicts,"
"potential,"  or "continue" or the negative of those words and other  comparable
words. You should be aware that those  statements are only our  predictions.  In
evaluating those statements,  you should specifically  consider various factors,
including the risks  outlined  below.  Actual  events or our actual  results may
differ materially from any of our forward-looking statements.

     Our businesses may be affected by, among other things:

     o    changes in laws and regulations,

     o    changes in the competitive environment,

     o    changes in technology,

     o    industry consolidation and mergers,

     o    franchise related matters,

     o    market  conditions that may adversely  affect the availability of debt
          and equity  financing for working  capital,  capital  expenditures  or
          other purposes,

     o    demand for the programming content we distribute or the willingness of
          other video program distributors to carry our content, and

     o    general economic conditions.



<PAGE>



                                     PART I
ITEM 1    BUSINESS

     We are an indirect,  wholly-owned  subsidiary of Comcast  Corporation,  the
largest cable operator in the United States.  We are a Pennsylvania  corporation
that  was  organized  in 1969  and we have  been  involved  in the  development,
management and operation of broadband cable networks since 1963.

     We are involved in:

     o    Cable-through  the development,  management and operation of broadband
          communications  networks,  including  video,  high-speed  Internet and
          phone service, and
     o    Content-through our consolidated  programming  investments,  including
          our national cable television  networks E!  Entertainment  Television,
          Style Network, The Golf Channel,  Outdoor Life Network and G4, and our
          regional  programming-related  enterprises Comcast Spectacor,  Comcast
          SportsNet, Comcast SportsNet Mid-Atlantic,  Comcast SportsNet Chicago,
          Cable  Sports  Southeast  and  CN8,  as  well  as  other   programming
          investments.

     We  have  our   principal   executive   offices  at  1500  Market   Street,
Philadelphia, PA 19102-2148. Our telephone number is (215) 665-1700. Comcast has
a world wide web site at http://www.comcast.com. Copies of the annual, quarterly
and current  reports we file with the SEC, and any  amendments to those reports,
are available on Comcast's  web site.  The  information  posted on Comcast's web
site is not incorporated into this Annual Report.

                  FINANCIAL INFORMATION ABOUT BUSINESS SEGMENTS

     Refer to Note 12 to our consolidated  financial statements included in Item
8 for information about our operations by business segment.

                      GENERAL DEVELOPMENTS OF OUR BUSINESS

Comcast's Acquisition of Broadband

     On November 18, 2002,  Comcast  acquired AT&T Corp.'s  broadband  business,
which we refer to as  "Broadband."  The Broadband  cable  systems  included 12.8
million subscribers and other cable-related investments.

Sale of QVC

     On September 17, 2003,  we completed the sale to Liberty Media  Corporation
of our  approximate  57%  interest  in  QVC,  Inc.  for an  aggregate  value  of
approximately  $7.7 billion.  QVC markets a wide variety of products directly to
consumers  primarily  on  merchandise-focused   television  programs.  Financial
information  related  to QVC is  presented  as  discontinued  operations  in our
financial statements.  Refer to Note 4 to our consolidated  financial statements
included in Item 8 for more information about the sale of QVC.



                                      - 2 -

<PAGE>



                          DESCRIPTION OF OUR BUSINESSES

     Cable

     Comcast is currently the largest cable operator in the United States. As of
December 31, 2003, our consolidated cable operations, which are part of Comcast,
served 8.6 million subscribers,  passed 14.5 million homes, and provided digital
cable  to 2.7  million  subscribers,  and  high-speed  Internet  to 2.2  million
subscribers.

     The table below summarizes certain  information for our cable systems as of
December 31 (homes and subscribers in millions):

<TABLE>
<CAPTION>

<S>              <C>                      <C>       <C>       <C>       <C>        <C>

                                          2003      2002    2001(1)   2000(1)    1999(1)
Cable                                    ------    ------   ------    ------     ------
    Homes Passed (2) ..............       14.5      14.2      13.9      12.7       9.5
    Subscribers (3) ...............        8.6       8.5       8.5       7.6       5.7
    Penetration ...................       59.0%     60.2%     60.8%     60.0%     60.1%
Digital Cable
    "Digital Ready" Subscribers (4)        8.6       8.5       8.4       7.3       4.6
    Subscribers (5) ...............        2.7       2.2       1.7       1.2       0.5
    Penetration ...................       31.3%     26.3%     20.8%     16.6%      9.8%
High-Speed Internet
    "Available" Homes (6) .........       13.9      12.6      10.4       6.4       3.3
    Subscribers ...................        2.2       1.5       0.9       0.4       0.1
    Penetration ...................       16.0%     12.1%      9.1%      6.3%      4.4%
Phone (7)
    "Available" Homes (6) .........        0.5       0.3
    Subscribers ...................
    Penetration ...................

</TABLE>



(1)  In April 1999, we acquired a controlling interest in Jones Intercable, Inc.
     In  January  2000,  we  acquired  Lenfest  Communications,  Inc.  and began
     consolidating  the results of Comcast  Cablevision of Garden State, L.P. In
     August 2000, we acquired Prime Communications LLC. On December 31, 2000 and
     January 1, 2001,  we completed our cable  systems  exchanges  with AT&T and
     Adelphia Communications,  respectively. In April and June 2001, we acquired
     cable systems  serving an aggregate of  approximately  697,000  subscribers
     from AT&T. The subscriber  information as of December 31, 2000 excludes the
     effects of our exchange with AT&T.
(2)  A home is "passed" if we can connect it to our distribution  system without
     further extending the transmission  lines. As described in Note 3 below, in
     the case of certain  multiple  dwelling units, or MDUs,  homes "passed" are
     counted on an adjusted  basis.  "Homes  passed" is an estimate based on the
     best available information.
(3)  Generally,  a dwelling or commercial  unit with one or more television sets
     connected  to a  system  counts  as one  cable  subscriber.  In the case of
     certain MDUs, we count cable  subscribers on an FCC equivalent basis.
(4)  A subscriber is "digital  ready" if the  subscriber is in a market where we
     have launched our digital cable service.
(5)  A dwelling with one or more digital  converter  boxes counts as one digital
     cable subscriber.  On average,  as of December 31, 2003, each digital cable
     subscriber had 1.4 digital set-top boxes.
(6)  A home  passed is  "available"  if we can  connect  it to our  distribution
     system without further upgrading the transmission lines and if we offer the
     service in that area.
(7)  The number of phone "available" homes and subscribers was not material.


                                      - 3 -

<PAGE>



     Cable Services

     We offer a variety of services over our cable  networks,  including  video,
high-speed  Internet  and phone.  The  greater  the  bandwidth,  the greater the
information-  carrying  capacity of the system.  Over the past several years, we
have deployed fiber optic cable and digital compression technology, and upgraded
the technical quality of our cable networks.  As a result, we have increased the
reliability  and  capacity of our  systems,  enabling  us to deliver  additional
services,  such as digital cable,  high-speed Internet and phone. As of December
31, 2003, approximately 97% of our cable systems are capable of handling two-way
communications.  We expect to continue to make substantial capital  expenditures
during 2004.

     Video Services

     We  receive  the  majority  of our  revenues  from  subscription  services.
Subscribers  typically pay us on a monthly  basis and generally may  discontinue
services  at any time.  Monthly  subscription  rates and  related  charges  vary
according to the type of service selected and the type of equipment  subscribers
use.

     We offer a full range of video  services.  We tailor both our basic channel
line-up  and our  additional  channel  offerings  to each  system  according  to
demographics,  programming  preferences and local regulation.  Our video service
offerings include the following:

     Basic  programming.  Our basic cable service typically  consists of between
10-20 channels of programming.  This service  generally  consists of programming
provided by national television  networks,  local broadcast television stations,
locally-originated  programming,  including  governmental and public access, and
limited satellite-delivered programming.

     Expanded basic  programming.  Our expanded  basic cable service  includes a
group of  satellite-delivered or non-broadcast channels in addition to the basic
channel line-up.

     Premium services.  Our premium services generally offer, without commercial
interruption,  feature motion pictures, live and taped sporting events, concerts
and other special features.

     Pay-per-view programming.  Our pay-per-view service permits our subscribers
to order,  for a separate fee,  individual  feature motion  pictures and special
event programs, such as professional boxing, professional wrestling and concerts
on an unedited, commercial-free basis.

     Digital cable. Subscribers to our digital cable service receive one or more
of the following:

     o    an interactive program guide,

     o    multiple channels of digital programming and music,

     o    "multiplexes"  of  premium  channels  that  are  varied  as to time of
          broadcast or programming content theme,

     o    additional pay-per-view programming, such as more pay-per-view options
          and/or frequent showings of the most popular films,

     o    video-on-demand service, commonly known as VOD,

     o    high-definition television, and

     o    digital video recorders.

     High-Speed Internet Services

     Residential  subscribers  can connect  their  personal  computers via cable
modems to access online  information,  including the Internet,  at faster speeds
than  that of  conventional  modems.  Prior to March  2002,  in areas  our cable
systems  served,  we  marketed   high-speed  Internet  services  operated  by  a
third-party  Internet service  provider.  By March 2002, we had moved all of our
high- speed Internet subscribers to our own service. In addition to offering our
own  high-speed  Internet  service,  Comcast  has  agreements  with a number  of
third-party  Internet service providers,  or ISPs, under which we make access to
our facilities available and the ISP markets a high- speed Internet service that
is provided over our cable systems.

     Phone Services

     In   certain   areas,   we   provide   to   our   subscribers   traditional
circuit-switched  local telephone services,  a full array of associated features
and third-party  long distance  services,  all under the brand "Comcast  Digital
Phone." We are also beginning to launch Voice over Internet Protocol ("VoIP"), a
phone  service   delivered  over  our  cable   infrastructure   involving  voice
transmissions using Internet protocol, on a limited commercial basis.

     Advertising Sales

     We generate  revenues from the sale of advertising time to local,  regional
and  national  advertisers  on non-  broadcast  networks we carry over our cable
systems. As part of our programming carriage agreements with these networks,  we
receive  an  allocation  of  scheduled  advertising  time  into  which we insert
commercials.  In any  particular  cable system market area, we generally  insert
commercials into an average of 32 networks.


                                      - 4 -

<PAGE>



     We also coordinate the  advertising  sales efforts of other cable operators
in certain  markets.  Utilizing these  arrangements,  we have formed and operate
advertising  interconnects,  which  establish  a physical,  direct link  between
multiple  unaffiliated cable systems and provide for the insertion  primarily of
regional and national advertising across larger geographic areas.

     Other Revenue Sources

     We also generate  revenues from  installation  services,  commissions  from
third-party  electronic  retailing  and from other  services,  such as providing
businesses with Internet connectivity and networked business applications.

     Sales and Marketing

     Our sales  efforts are primarily  directed  toward  generating  incremental
revenues in our franchise  areas and  increasing  the number of  subscribers  we
serve. We sell our products and services through:

     o    telemarketing,

     o    direct mail advertising,

     o    door-to-door selling,

     o    cable television advertising,

     o    local media advertising, and

     o    retail outlets.

     Programming

     We  generally  acquire  a  license  for  the  programming  we  sell  to our
subscribers  by paying a monthly fee to the  licensor on a per  subscriber,  per
channel basis. Our programming costs are increased by:

     o    growth in the number of subscribers,

     o    expansion of the number of channels provided to subscribers, and

     o    increases in contract rates from programming suppliers.

     We attempt to secure long-term  programming contracts with volume discounts
and/or  marketing  support  and  incentives  from  programming  suppliers.   Our
programming  contracts  are generally for a fixed period of time and are subject
to negotiated  renewal.  We expect our  programming  costs to remain our largest
single expense item for the foreseeable  future.  In recent years, the cable and
satellite video industries have  experienced a substantial  increase in the cost
of programming,  particularly sports programming.  We anticipate our programming
costs will  increase in the future  primarily as a result of  increased  cost to
produce and purchase programming and additional programming channels provided to
our subscribers.  These increases are mitigated,  to some extent,  by additional
volume discounts  associated with Comcast's  increased size and future growth in
subscribers  receiving such  programming  channels.  The inability to pass these
programming  cost increases on to our subscribers  would have a material adverse
impact on our operating results.

     We also  expect to be subject to  increasing  demands  by  broadcasters  to
obtain the required consent for the  retransmission of broadcast  programming to
our  subscribers.  We cannot  predict  the impact of these  negotiations  or the
effect  on  our  subscribers  should  we  be  required  to  stop  offering  this
programming.

     Customer and Technical Service

     We service our  customers  through  local,  regional and national  call and
technical  centers.  Generally,  our call centers provide 24-hour per day, 7-day
per week  call  answering  capability,  telemarketing  and other  services.  Our
technical   services   function   performs   various  tasks,   including   cable
installations,  transmission and distribution plant maintenance,  plant upgrades
and other customer service related activities.

     Competition

     Video Services

     Our cable systems compete with a number of different sources that provide
news, information and entertainment programming to consumers, including:

     o    program  distributors  that use direct  broadcast  satellite,  or DBS,
          systems that transmit  satellite signals containing video programming,
          data and  other  information  to  receiving  dishes of  varying  sizes
          located on the subscriber's premises,

     o    local television  broadcast stations that provide off-air  programming
          which can be received  using an antenna and a television  set, as well
          as broadcast digital  subscription  services that can be received by a
          special set-top box,

     o    satellite master antenna television systems, commonly known as SMATVs,
          that generally serve condominiums, apartment and office complexes, and
          residential developments,

     o    other operators who build and operate wireline  communications systems
          in the same  communities  that we serve,  including those operating as
          franchised cable operations or under an alternative  regulatory scheme
          known as Open Video Systems, or OVS,

     o    interactive online computer services,  including Internet distribution
          of movies,


                                      - 5 -

<PAGE>



     o    newspapers, magazines and book stores,

     o    movie theaters,

     o    live concerts and sporting events, and

     o    video stores and home video products.

     In recent years,  Congress has enacted  legislation and the FCC has adopted
regulatory  policies intended to provide a favorable  operating  environment for
existing competitors and for potential new competitors to our cable systems. The
FCC has recently  created a new wireless  service,  known as Multichannel  Video
Distribution and Data Service, or MVDDS, that we also expect to compete with our
cable  systems.  In order to compete  effectively,  we strive to  provide,  at a
reasonable price to subscribers,  new products and services,  superior technical
performance and customer service, and a greater variety of video programming.

     DBS  Systems.   According  to  recent   government  and  industry  reports,
conventional,   medium  and  high-power   satellites   currently  provide  video
programming  to over 20 million  customers in the United  States.  DBS providers
with high-power  satellites  typically offer to their  subscribers more than 300
channels of programming, including programming services substantially similar to
those our cable systems provide.  Two companies,  DIRECTV and EchoStar,  provide
service to substantially all of these DBS subscribers.

     DBS  service can be  received  throughout  the  continental  United  States
through a small roof top or side- mounted outside antenna. DBS systems use video
compression  technology to increase channel  capacity and digital  technology to
improve  the  quality  and  quantity  of  the  signals   transmitted   to  their
subscribers.  Our digital cable  service is  competitive  with the  programming,
channel capacity and the digital quality of signals  delivered to subscribers by
DBS systems.

     Federal legislation establishes, among other things, a permanent compulsory
copyright  license  that  permits  DBS  systems to  retransmit  local  broadcast
television  signals to subscribers who reside in the local television  station's
market.  These companies are currently  transmitting  local broadcast signals in
most  markets  that we  currently  serve.  Additionally,  federal law  generally
provides  DBS systems  with  access to all  cable-affiliated  video  programming
services delivered by satellite. As a result, satellite carriers are competitive
to cable system  operators like us because they offer  programming  that closely
resembles what we offer. These satellite carriers are attempting to expand their
service offerings to include,  among other things,  high-speed Internet service,
and are entering  marketing  arrangements in which their service is promoted and
sold by local exchange carriers.

     SMATV.  Our cable systems also compete for subscribers  with SMATV systems.
SMATV  system  operators  typically  are not  subject to  regulation  like local
franchised cable system operators. SMATV systems offer subscribers both improved
reception of local television stations and many of the same  satellite-delivered
programming  services  offered by franchised  cable systems.  In addition,  some
SMATV operators are offering  packages of telephony,  data and video services to
private  residential and commercial  developments.  SMATV system operators often
enter into  exclusive  service  agreements  with building  owners or homeowners'
associations,  although  some states have enacted laws to provide  cable systems
access to these complexes.

     Overbuilds.  We  operate  our cable  systems  pursuant  to a  non-exclusive
franchise  that is  issued  by the  community's  governing  body  such as a city
council,  a county board of supervisors or, in some cases, by a state regulatory
agency. Federal law prohibits franchising  authorities from unreasonably denying
requests for additional  franchises,  and it permits franchising  authorities to
operate cable  systems.  Companies  that  traditionally  have not provided cable
services and that have substantial financial resources (such as public utilities
that own certain of the poles to which our cables are  attached) may also obtain
cable franchises and may provide competing  communications  services.  These and
other  wireline  communications  systems  offer  cable and other  communications
services  in  various  areas  where  we  hold  franchises.  We  anticipate  that
facilities-based  competitors  will  develop  in other  franchise  areas that we
serve.

     High-Speed Internet Services

     Most of our cable systems offer high-speed  Internet  services within their
service areas.  These systems compete with a number of other companies,  many of
whom have substantial resources, including:

     o    local telephone companies,  such as Verizon Communications,  Inc., SBC
          Communications,  Inc., BellSouth  Corporation and Qwest Communications
          International, Inc.,

     o    existing ISPs, such as America Online,  Earthlink,  Inc. and Microsoft
          Corporation, and

     o    long  distance  telephone  companies,  such as AT&T  Corp.  and Sprint
          Corporation.

     The  deployment  of digital  subscriber  line,  or DSL,  technology  allows
Internet  access to be  provided to  subscribers  over  telephone  lines at data
transmission speeds  substantially  greater than that of conventional  telephone
modems. Numerous companies,  including telephone companies,  have introduced DSL
service,  and certain  telephone  companies  are seeking to provide  high-


                                      - 6 -

<PAGE>

speed Internet  services without regard to present service  boundaries and other
regulatory restrictions.  The FCC recently adopted an order that will reduce the
obligations of local telephone companies to offer their broadband  facilities on
a wholesale basis to competitors, and the FCC is considering further measures to
deregulate the retail broadband  offerings of local telephone companies as well.
Congress may also consider measures to deregulate such broadband offerings.

     A number of cable operators have reached agreements to provide unaffiliated
ISPs access to their cable  systems in the absence of  regulatory  requirements.
Comcast  reached   "access"   agreements  with  several  national  and  regional
third-party  ISPs.  Additionally,  in connection with the  restructuring of Time
Warner Entertainment, in which Comcast owned a 27.6% interest as a result of the
Broadband  acquisition,  Comcast entered into a three-year  non-exclusive access
agreement with Time Warner.  Under an agreement  entered into in connection with
the Broadband  acquisition,  Comcast also agreed to offer to Microsoft an access
agreement on terms no less favorable than those provided to these and other ISPs
with  respect to  specified  cable  systems.  We cannot  provide any  assurance,
however,  that regulatory  authorities  will not impose "open access" or similar
requirements on us as part of an industry-wide  requirement.  These requirements
could adversely affect our results of operations.

     During 2003, a number of competitors offered substantial price discounts to
subscribers  willing to sign annual  contracts  or purchase  additional  bundled
services.  We expect competition for high-speed  Internet service subscribers to
remain  intense,  with  companies  competing  on  service  availability,  price,
transmission speed and bundled services.

     Phone Services

     Our traditional  circuit-switched  local service competes against incumbent
local exchange carriers, cellular telephone service providers, competitive local
exchange  carriers  (including  established  long distance  companies)  and VoIP
service  providers.   Many  telecommunications   carriers  are  expanding  their
offerings to include  high-speed  Internet  service,  such as DSL. The incumbent
local  exchange   carriers  have   substantial   capital  and  other  resources,
longstanding customer  relationships,  extensive existing facilities and network
rights-of-way.  A few  competitive  local  exchange  carriers also have existing
local networks and significant financial resources.

     We expect advances in communications  technology, as well as changes in the
marketplace  and the regulatory and  legislative  environments,  to occur in the
future.  We refer you to page 8 for a detailed  discussion  of  legislative  and
regulatory  factors  that may affect the  telecommunications  market.  Other new
technologies  and services may develop and may compete  with  services  that our
cable  systems  offer.  Consequently,  we are unable to predict  the effect that
ongoing or future developments might have on our business and operations.


                                      -7-
<PAGE>



Content

     We have made  investments in national cable  television  networks and other
regional  programming-related  enterprises  as a means of generating  additional
revenues and subscriber interest. Our consolidated programming investments as of
December 31, 2003 include (approximate subscribers in millions):

<TABLE>
<CAPTION>

                                  Economic
                                  Ownership   Approximate
Investment                       Percentage   Subscribers                     Description
---------------------------------------------------------------------------------------------------------
<S>                                 <C>         <C>
E! Entertainment Television         39.7%       74.2      Entertainment-related news and original
                                                             programming
Style Network                       39.7        29.6      Lifestyle-related programming
The Golf Channel                    99.9        50.1      Golf-related programming
Outdoor Life Network               100.0        50.6      Outdoor sports and leisure programming
G4                                  93.6        11.7      Programming focused on video and computer
                                                                   games
Comcast Spectacor                   66.3         N/A      Live sporting events, concerts and other events
Comcast SportsNet                   78.3         2.9      Regional sports programming and events
Comcast SportsNet Mid-Atlantic     100.0         4.5      Regional sports programming and events
Comcast SportsNet Chicago           30.0          (a)     Regional sports programming and events
Cable Sports Southeast              62.2         3.9      Regional sports programming and events
CN8-The Comcast Network            100.0         6.2      Regional and local programming

(a) Comcast SportsNet Chicago is scheduled to launch in October 2004.

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

</TABLE>

     Consolidated Programming Investments

     Our programming investments are comprised of the following:

     o    E! Entertainment Television,  Style Network, The Golf Channel, Outdoor
          Life  Network  and  G4  are  our  24-hour  national  cable  television
          networks. These networks provide programming dedicated to a variety of
          special interests.

     o    Comcast  Spectacor  is our  group  of  businesses  that  perform  live
          sporting  events  and that own or manage  facilities  and  venues  for
          sports activities,  sports events,  concerts and other special events.
          It consists  principally of the  Philadelphia  Flyers NHL hockey team,
          the Philadelphia 76ers NBA basketball team and two large multi-purpose
          arenas in Philadelphia.

     o    Comcast SportsNet,  Comcast SportsNet Mid- Atlantic, Comcast SportsNet
          Chicago,  Cable Sports  Southeast and CN8-The  Comcast Network are our
          24-hour,   regional   programming-related   enterprises  that  provide
          programming principally to support our cable networks.

     Our  shareholder  agreements  with Comcast  Spectacor and E!  Entertainment
contain certain exit rights processes with the minority  shareholders.  Refer to
Note 11 to our financial statements included in Item 8 for a discussion of these
exit rights processes.

     Other Programming Interests. We also own other non-controlling interests in
programming investments including iN DEMAND, a pay-per-view and video-on- demand
service, TV One and the Discovery Health Channel.

                           LEGISLATION AND REGULATION

     Our  cable  and  phone  businesses  are  subject  to  numerous   regulatory
requirements,  prohibitions and limitations imposed by various federal and state
laws, local ordinances and our franchise agreements.  Our content businesses are
generally not subject to direct governmental regulation. Our high-speed Internet
business,  while not  currently  regulated,  may be subject to regulation in the
future.  Laws and regulations affect the prices we can charge for some services,
such as basic cable  service and  associated  customer-premises  equipment,  the
costs we incur (for  example,  for attaching our wires to poles owned by utility
companies),  the relationships we establish with our suppliers,  subscribers and
competitors, and many other aspects of our business.

     The most  significant  federal  law  affecting  our cable  business  is the
Communications Act of 1934, as amended. The provisions of the Communications Act
and the  manner in which the FCC,  state and local  authorities,  and the courts
implement and interpret those provisions affect


                                      -8-
<PAGE>



our ability to develop and execute  business plans, our ability to raise capital
and  the  competitive  dynamics  between  and  among  different  sectors  of the
communications  and entertainment  industries in which we operate.  The FCC also
has  the  authority  to  enforce  its  regulations  through  the  imposition  of
substantial fines, the issuance of cease-and-desist orders and the imposition of
other administrative sanctions, such as the revocation of FCC licenses needed to
operate some of the transmission  facilities we use in connection with our cable
business.

     We believe we are currently in substantial  compliance  with all applicable
statutory and regulatory  requirements  imposed by, or under, the Communications
Act, but caution that the precise  requirements of the law are not always clear.
Moreover,  many  laws  and  regulations  can be  interpreted  in  after-the-fact
enforcement  proceedings  or  private  party  litigation  in a  manner  that  is
inconsistent  with the judgments we have made.  We also note that  regulators at
all levels of government frequently consider changing,  and sometimes do change,
existing  rules or  interpretations  of existing  rules,  or prescribe new ones.
Judicial  decisions  often  alter  the  regulatory  framework  in ways  that are
inconsistent with regulator,  business and investor  expectations.  In addition,
our  cable  business  can be  significantly  affected  by the  enactment  of new
legislation.  Congress  seriously  considers  the  enactment of new  legislative
requirements  potentially  affecting our businesses  virtually  every year. Even
though new laws infrequently  result, we always face the risk that Congress will
approve legislation  significantly  affecting the cable industry. In particular,
we  could  be  materially  disadvantaged  if we  are  subject  to  new  laws  or
regulations  that do not equally  affect our  satellite,  wireline  and wireless
competitors.

     A major objective of Congress and the FCC is to increase competition in all
communications  services,  including those central to our business. For example,
over the last ten years,  Congress removed barriers to local telephone companies
offering video  services in their local service areas,  and the FCC has assigned
spectrum  licenses for MVDDS, a new wireless service for providing  multichannel
video  programming.  The FCC has also  paved  the way for  additional  satellite
competition and is currently  pursuing  efforts intended to enable utility power
lines to be used to provide video and high-speed  Internet  services.  Our cable
business  could be  affected  by any new  competitors  that  enter  the video or
high-speed  Internet  businesses  as a result of these and  similar  efforts  by
Congress or the FCC. In particular,  we could be materially  disadvantaged if we
remain  subject  to legal  constraints  that do not apply  equally  to these new
competitors.

     There are potential  risks  associated  with various  proceedings  that are
currently  pending  at the FCC,  in the  courts,  and before  federal  and state
legislatures  and  local  franchise   authorities.   We  believe  few  of  these
proceedings  hold the potential to materially  affect our ability to conduct our
cable business. Among the more substantial areas of exposure are the following:

     Broadband  Acquisition.  The FCC  approved  Comcast's  acquisition  of AT&T
Corp.'s broadband business,  which we refer to as the Broadband acquisition,  in
November  2002,  subject  to various  conditions.  The most  significant  were a
requirement  for the  divestiture of Comcast's  interest in Time Warner Cable, a
requirement  that the Time  Warner  Cable  interest  be placed in trust  pending
divesture,  and safeguards that limit Comcast's involvement in Time Warner Cable
and the programming-  related activities of the two partnerships held jointly by
Comcast and Time Warner Cable.  Complying with these  conditions has limited and
will continue to limit  Comcast's  flexibility  as to the timing and nature of a
sale of the Time Warner  Cable  interest  and, in the  interim,  will  constrain
Comcast's business dealings with Time Warner Cable and Time Warner.  Comcast has
fully  complied  with  these  conditions,   and  is  committed  to  meeting  its
obligations under the FCC's merger order going-forward.

     Ownership Limits.  The FCC is considering  imposing  "horizontal  ownership
limits" that would limit the  percentage  of  multichannel  video  subscribers -
those that subscribe to cable, DBS, MMDS and other  multichannel  distributors -
that any single  provider  could serve  nationwide.  A federal  appellate  court
struck down the previous 30% limit,  and the FCC is now  considering  this issue
anew. As Comcast  already serves nearly 29% of multichannel  video  subscribers,
limits  similar to those  previously  imposed would restrict our ability to take
advantage of future growth  opportunities.  The FCC is also assessing whether it
should  reinstate  "vertical  ownership  limits"  on the  number  of  affiliated
programming  services  a cable  operator  may  carry on its cable  systems  (the
previous limit of 40% of the first 75 channels had also been  invalidated by the
federal appellate court). While our video programming  interests are modest, new
vertical limits could affect our content-related  business plans.  Finally,  the
FCC is  considering  revisions  to its  ownership  attribution  rules that would
affect which cable subscribers are counted under any horizontal  ownership limit
and which  programming  interests  are  counted  for  purposes  of any  vertical
ownership limit.

     Pricing.  The  Communications  Act and the FCC's  regulations  and policies
limit the prices that cable systems may charge for basic  services and equipment
in  communities  that are not subject to  effective  competition,  as defined by
federal  law.  Failure to comply  with these  rate  rules  could  result in rate
reductions and refunds for subscribers.  From time to time,  Congress  considers
imposing new pricing or packaging  regulations on the cable industry.  Also, the
General Accounting Office occasionally issues reports regarding cable pricing or




                                      -9-
<PAGE>



packaging  issues.  We  cannot  now  predict  whether  or when  Congress  or any
regulatory  agency may adopt any new  constraints on the pricing or packaging of
cable services. Also, various competitors are trying to persuade the FCC and the
Justice  Department to limit our ability to respond to increased  competition by
offering  promotions  or  other  discounts  in  an  effort  to  retain  existing
subscribers  or regain those we have lost.  We believe our  competitive  pricing
practices  are  lawful and  pro-competitive.  If we cannot  make  individualized
offers to  subscribers  who would  otherwise  choose a different  provider,  our
subscriber attrition may increase, or our overall prices may need to be reduced,
or both.

     High-Speed  Internet  Service.  Ever since high-speed  Internet service was
introduced, some local governments and various competitors have sought to impose
regulatory  requirements on how we deal with third-party  ISPs. Thus far, only a
few local  governments  have  imposed  such  requirements,  and the courts  have
invalidated all of them. Likewise, the FCC has refused to treat our service as a
common carrier "telecommunications service," but has instead classified it as an
"interstate   information   service,"  which  has  historically  meant  that  no
regulations apply.  However,  the FCC's decision recently was vacated by a panel
of a federal appellate court. The FCC has asked for a rehearing of the case by a
larger  panel of the  appellate  court,  but there is  likely  to be  continuing
uncertainty  about  how our  high-speed  Internet  service  will  ultimately  be
classified for regulatory purposes.  In addition,  even if the FCC's decision is
upheld,  the FCC will then  renew  its  assessment  of  whether  to  impose  any
regulatory  requirements on high-speed  Internet  service and also whether local
franchising   authorities   should  be   permitted   to  impose  fees  or  other
requirements,  such as service  quality or  customer  service  standards.  A few
franchising  authorities  have sued us  seeking  payment  of  franchise  fees on
high-speed Internet service revenues.  Further, a number of software and content
providers  and  electronic  retailers  are now urging  the FCC to adopt  certain
"nondiscrimination  principles"  that  purport to be intended to allow  Internet
customers access to the Internet content of their choosing (something we already
provide).  We cannot now predict  whether these or similar  regulations  will be
adopted and, if so, what effects, if any, they would have on our business.

     Internet  Regulation.  Congress and federal  regulators have adopted a wide
range of measures  affecting  Internet  use,  including,  for example,  consumer
privacy, copyright protection, defamation liability, taxation and obscenity, and
state  and  local  governmental   organizations  have  adopted  Internet-related
regulations,   as  well.  These  various  governmental  jurisdictions  are  also
considering  additional  regulations in these and other areas,  such as pricing,
service and product quality, and intellectual  property ownership.  The adoption
of new laws or the  adaptation  of existing  laws to the  Internet  could have a
material adverse effect on our high-speed Internet business.  Recently, Congress
enacted anti-SPAM legislation creating certain rights and obligations applicable
to us as an ISP, and also imposing  limitations on our ability to use electronic
mail for the purpose of sending  commercial  messages to existing and  potential
customers. The exact parameters of the law remain to be developed by regulations
that are to be promulgated by the Federal Trade Commission, or FTC, and the FCC.
In  addition,  Congress  has not  extended  the  moratorium  on state  and local
taxation of Internet access (including access via high-speed  Internet service).
The  five-year  moratorium  expired  on  November  1,  2003.  Congress  is still
considering  bills that would extend the moratorium,  but it is uncertain if and
when such an extension might be adopted. In the absence of the moratorium, state
and local governments  might seek to impose new taxes on Internet access,  which
could adversely affect the operating results of our high-speed Internet service.

     Must-Carry/Retransmission Consent. Cable companies are currently subject to
a requirement that they carry, without compensation, the programming transmitted
by most commercial and non-commercial local television stations  ("must-carry").
Alternatively,  local  television  stations  may  insist  that a cable  operator
negotiate for  "retransmission  consent,"  which may enable popular  stations to
demand  significant  concessions  (such as the carriage of and payment for other
programming networks) as a condition of our ability to transmit the TV broadcast
signals that cable  subscribers  expect to receive.  As broadcasters  transition
from analog to digital transmission technologies, the FCC is considering whether
to require  cable  companies  to  simultaneously  carry both  analog and digital
signals  of a  single  broadcaster.  It is also  considering  whether  to  allow
broadcasters  to choose  must-carry  for either their analog or digital  signals
during  this  transition  period.  Additionally,   it  is  considering  whether,
following the digital  transition and the return of broadcaster  analog spectrum
to the  government,  a cable company may be required to carry  multiple  digital
programming  streams  that each  broadcaster  may  include  within  its  digital
transmission.  If the FCC should adopt such  must-carry  requirements,  we would
have less freedom to allocate the usable  spectrum of our cable plant to provide
the services  that we believe will be of greatest  interest to our  subscribers.
This could diminish our ability to attract and retain subscribers.  In addition,
must-carry  requirements  may  similarly  reduce  the  freedom  of  other  cable
operators to allocate use of their cable plant.  This could adversely impact the
ability of our cable networks to maintain or increase their carriage.  We cannot
now predict whether the FCC will impose these or similar carriage obligations on
us.

     Program Access. The Communications Act and the



                                      -10-
<PAGE>


FCC's "program access" rules prevent satellite video programmers affiliated with
cable operators from favoring cable operators over competing  multichannel video
distributors,  such as DBS, and limit the ability of such  programmers  to offer
exclusive programming  arrangements to cable operators. The FCC has extended the
exclusivity  restrictions  through  October 2007. The FCC has concluded that the
program  access  rules do not apply to  programming  services,  such as  Comcast
SportsNet, that are delivered terrestrially. However, the FCC has indicated that
it  may  reconsider  how it  regulates  cable  operators  with  regional  sports
programming interests in its cable ownership rulemaking. Any decision by the FCC
or Congress to single out for new  regulation  cable  operators like us who have
regional sports programming  interests could have an adverse impact on our cable
and  programming  businesses.  Some  initiatives  are underway to enact  program
access-type  regulations  at the  state  or local  level.  We  believe  any such
regulations  would be preempted by federal law or otherwise be unlawful,  but we
cannot predict at this time whether such regulations will be enacted or found to
be enforceable.

     Consumer Electronics Equipment Compatibility.  The FCC has adopted rules to
implement an agreement  between the cable and  consumer  electronics  industries
aimed at promoting the manufacture of  "plug-and-play"  TV sets that can connect
directly  to the cable  network and receive  one-way,  analog and digital  cable
services  without the need for a set-top  box.  Among other  things,  the rules:
direct cable  operators to implement  technical  standards in their  networks to
support these digital television sets; require operators to provide a sufficient
supply  of  conditional  access  devices  to  subscribers  who  want to  receive
scrambled  programming  services on their digital  television  sets; and require
operators to support basic home recording  rights and copy protection  rules for
digital programming content.  These rules are being challenged at the FCC and in
the courts,  and we cannot at this time predict the outcome of these challenges.
In addition,  the FCC has initiated  rulemaking  that will  consider  additional
plug-and-play  regulations,   including  standards  for  approving  new  digital
connectors and copy protection  technologies  that cable operators would have to
support.  It is uncertain when the FCC will complete this  rulemaking and how it
might  affect  cable  operators.   Also,  the  cable  and  consumer  electronics
industries  are  currently  negotiating  an  agreement  that would allow for the
manufacture of two-way,  interactive  plug-and-play  television  sets. Once this
agreement is finalized,  it will likely be subject to a separate FCC rulemaking.
It is unclear how this process will unfold and how it will ultimately affect our
cable business and our efforts to sell cable services at retail outlets.

     Phone Service. Our traditional  circuit-switched  phone business is subject
to federal,  state and local  regulation.  In general,  the  Communications  Act
imposes  interconnection  requirements and universal service  obligations on all
telecommunications  service providers,  including those that provide traditional
circuit-switched  phone  service  over cable  facilities,  and more  significant
regulations on incumbent local exchange carriers, such as Verizon and SBC. These
traditional common carrier rules, however, are being re-evaluated at the FCC and
in Congress. For example, the FCC has initiated several rulemakings that, in the
aggregate,  could  significantly  change  the  rules  that  apply  to  telephone
competition, including the relationship between wireless and wireline providers,
long distance and local  providers,  and incumbents and new entrants,  and it is
unclear how those proceedings (and the litigation and implementation proceedings
that are already  underway as a product of one such  rulemaking) will affect our
phone business.  We are beginning to launch VoIP on a limited  commercial basis.
The FCC has initiated  rulemaking  to consider  whether and how to regulate VoIP
services. VoIP services may also be subject to potential regulation at the state
level,  and several states have attempted to impose  traditional  common-carrier
regulation on such services. It is unclear how these VoIP-related proceedings at
the federal and state levels,  and the related  judicial  proceedings  that will
ensue, might affect our planned VoIP service.

     Franchise  Matters.  Cable operators  generally operate their cable systems
pursuant  to  non-exclusive  franchises  granted  by local or state  franchising
authorities.  While the terms and conditions of franchises  vary materially from
jurisdiction to jurisdiction,  these franchises typically last for a fixed term,
obligate the franchisee to pay franchise fees and meet service quality, customer
service and other  requirements,  and are terminable if the franchisee  fails to
comply with material  provisions.  The  Communications  Act includes  provisions
governing  the  franchising  process,  including,  among other  things,  renewal
procedures  designed to protect incumbent  franchisees against arbitrary denials
of renewal.  We anticipate that our future franchise renewal prospects generally
will be favorable.

     Leased Access/PEG.  The Communications Act permits franchising  authorities
to require cable  operators to set aside  channels for public,  educational  and
governmental  access  programming.  The Communications Act also requires a cable
system with 36 or more activated channels to designate a significant  portion of
its channel  capacity for  commercial  leased access by third parties to provide
programming  that may  compete  with  services  offered  directly  by the  cable
operator.

     State and Local Taxes.  Some states and their  subdivisions are considering
imposing new taxes,  including  sales taxes, on the services we offer. We cannot
predict at this time  whether  such taxes  will be enacted or what  impact  they
might have on our business.


                                      -11-
<PAGE>



     Other Regulatory  Issues.  There are a number of other  regulatory  matters
under review by Congress,  the FCC, and other federal agencies that could affect
our cable business. We briefly highlight these issues below:

     o    Cable/Broadcast   Cross-Ownership:   In  1996,   the  FCC   eliminated
          regulations precluding the cross- ownership of a national broadcasting
          network  and a cable  system and in 2003 it repealed  its  regulations
          prohibiting the common ownership of other  broadcasting  interests and
          cable systems in the same geographical areas.

     o    Tier Buy Through:  The  Communications Act requires cable operators to
          allow subscribers to purchase premium or pay-per-view services without
          the necessity of  subscribing  to any tier of service,  other than the
          basic  service  tier.  The  applicability  of  this  rule  in  certain
          situations  remains unclear,  and adverse decisions by the FCC on this
          issue could affect our pricing and packaging of such services.

     o    Content Regulation:  The Communications Act prohibits the transmission
          of obscene  programming over cable systems.  Members of Congress,  the
          FCC and some  consumers  from time to time express  concerns about the
          distribution  of certain  other  programming  over cable  systems that
          could lead to efforts to regulate  the content of the  programming  we
          carry.

     o    Set-Top Box  Regulation:  Current FCC rules bar cable  operators  from
          leasing  subscribers digital set-top boxes that integrate security and
          other  operating  functions,  effective  July  1,  2006.  The  FCC  is
          conducting a rulemaking on the ban, and we have urged  elimination  of
          the ban on the grounds that it will limit  consumer  choice,  increase
          the cost of set-top box equipment,  and slow the deployment of digital
          cable services, but there is no assurance that the FCC will accept our
          position.

     o    Broadcast Flag: The FCC has adopted rules that require cable operators
          to  implement  the  "broadcast  flag," a code that may be  embedded in
          digital  broadcast  programming  that directs  digital TVs and certain
          other consumer  electronics  equipment to block the  redistribution of
          such  content over the  Internet.  It is unclear how these rules might
          affect   the   future   design   of   cable-related    equipment   and
          home-networking technologies. Several petitions have been filed at the
          FCC requesting  revisions to the broadcast  flag rules.  We cannot now
          predict how or when the FCC will rule on these petitions.  The FCC has
          also  initiated  rulemaking to consider,  among other things,  whether
          cable operators should be permitted to encrypt digital basic services.
          It is uncertain when this rulemaking will be completed and how it will
          affect cable operators.

     o    MDU Access:  The FCC has adopted  rules to promote  competitive  entry
          into the MDU market.  These  rules are  intended to make it easier for
          new multichannel  video service  providers to compete with established
          cable operators.

     o    Pole  Attachments:  The  Communications  Act requires  that  utilities
          provide  cable systems with  nondiscriminatory  access to any pole, or
          right-of-  way  controlled  by the  utility,  and the FCC has  adopted
          rules,  upheld by the courts,  that  regulate the rates  utilities may
          charge for such access.  There is always the possibility  that the FCC
          could alter the pole attachment rate paid by cable operators, and such
          adverse  decisions  could  potentially  increase  our pole  attachment
          costs.  Additionally,  significantly  increased pole attachment  rates
          apply  to  those  pole  attachments  that  are  subject  to the  FCC's
          telecommunications services pole rates.

     o    Privacy  Regulation:  The Communications  Act generally  restricts the
          nonconsensual  collection  and  disclosure  of  subscribers'  personal
          information by cable operators.  There are possible interpretations of
          the  Communications  Act that  could  severely  limit the  ability  of
          service  providers  to  collect  and  use  personal   information  for
          commercial  purposes.  Further  constraints could be imposed if and to
          the extent that state or local authorities establish their own privacy
          standards.  In addition,  the FCC and the FTC have adopted  rules that
          limit  the  telemarketing  practices  of  cable  operators  and  other
          commercial entities.

     o    Copyright  Regulation.  In  exchange  for filing  certain  reports and
          contributing a percentage of their revenue to a U.S. federal copyright
          royalty  pool,  cable  operators  can  obtain  blanket  permission  to
          retransmit   copyrighted  material  on  broadcast  signals.  The  U.S.
          Copyright  Office has recommended that Congress revise this compulsory
          licensing  scheme,  although  Congress has thus far declined to do so.
          The elimination or substantial  modification  of the cable  compulsory
          license  could   adversely   affect  our  ability  to  obtain  certain
          programming and substantially increase our programming costs. Further,
          the Copyright Office has not yet made any determinations as to how the
          compulsory  license  will  apply  to  digital  broadcast  signals  and
          services.  In addition, we pay standard industry licensing fees to use
          music


                                      -12-
<PAGE>



          in  the   programs  we  provide  to   subscribers,   including   local
          advertising,  local origination  programming and pay-per-view  events.
          These  licensing  fees have been the source of litigation  between the
          cable industry and music performance rights organizations in the past,
          and we cannot predict with certainty  whether license fee disputes may
          arise in the future.

     o    Other Areas:  The FCC actively  regulates  other  aspects of our cable
          business, including, among other things: (1) the mandatory blackout of
          syndicated,  network,  and sports  programming;  (2) customer  service
          standards;  (3) advertising in children's  programming;  (4) political
          advertising;    (5)   origination   cablecasting;    (6)   sponsorship
          identification;  (7) closed captioning of video programming; (8) equal
          employment opportunity; (9) lottery programming;  (10) emergency alert
          systems;  and (11)  technical  standards  relating to operation of the
          cable network. The FCC is not considering any significant revisions to
          these  rules at this  time,  but we are  unable to  predict  how these
          regulations  might be changed  in the future and how any such  changes
          might affect our business.

     In all these  areas and a  variety  of  others,  we face the  potential  of
increased regulation.  Given the intensely competitive nature of every aspect of
our business, we believe that increased regulation is not warranted.  We can not
provide  any  assurance,  however,  that  regulation  of our  business  will not
increase.

                                    EMPLOYEES

     As of December 31, 2003, we had approximately  31,000  employees.  Of these
employees,  approximately  22,000 were associated  with cable and  approximately
9,000  were  associated  with our other  divisions.  Approximately  1,000 of our
employees are covered by collective  bargaining agreements or have organized but
are not  covered  by  collective  bargaining  agreements.  We  believe  that our
relationships with our employees are good.

ITEM 2       PROPERTIES

     Cable

     A central receiving  apparatus,  distribution cables,  servers,  analog and
digital  converters,  cable  modems,  customer  service  call  centers and local
business offices are the principal  physical assets of a cable system. We own or
lease the receiving and  distribution  equipment of each system and own or lease
parcels of real property for the receiving sites,  customer service call centers
and local business offices.

     Content

     Two large multi-purpose arenas, television studios and business offices are
the principal physical assets of our content  operations.  We own the arenas and
own or  lease  the  television  studios  and  business  offices  of our  content
operations.

     We  believe  that  substantially  all of our  physical  assets  are in good
operating condition.

ITEM 3       LEGAL PROCEEDINGS

     At Home.
     --------

     Litigation  has been filed  against us as a result of our  alleged  conduct
with respect to our  investment in and  distribution  relationship  with At Home
Corporation.  At Home was a provider of high-speed  Internet services that filed
for bankruptcy protection in September 2001. Filed actions are: (i) class action
lawsuits against us, Brian L. Roberts (our President and Chief Executive Officer
and a director),  AT&T (the former controlling shareholder of At Home and also a
former  distributor  of the At Home service) and other  corporate and individual
defendants  in the  Superior  Court of San Mateo  County,  California,  alleging
breaches of fiduciary duty in connection  with  transactions  agreed to in March
2000 among At Home, AT&T, Cox  Communications,  Inc. (Cox is also an investor in
At Home and a former  distributor  of the At Home  service)  and us;  (ii) class
action lawsuits  against Comcast Cable  Communications,  LLC, AT&T and others in
the United States District Court for the Southern District of New York, alleging
securities law violations  and common law fraud in connection  with  disclosures
made by At Home in 2001;  and  (iii) a  lawsuit  brought  in the  United  States
District Court for the District of Delaware in the name of At Home by certain At
Home bondholders against us, Brian L. Roberts, Cox and others, alleging breaches
of fiduciary duty relating to the March 2000  transactions  and seeking recovery
of alleged  short- swing  profits of at least $600  million  pursuant to Section
16(b)  of the  Securities  Exchange  Act of 1934  purported  to have  arisen  in
connection with certain transactions relating to At Home stock effected pursuant
to the March



                                      -13-
<PAGE>




2000 agreements. The actions in San Mateo County, California have been stayed by
the United States Bankruptcy Court for the Northern District of California,  the
court in  which  At Home  filed  for  bankruptcy,  as  violating  the  automatic
bankruptcy stay. In the Southern District of New York actions, the court ordered
the actions  consolidated  into a single action.  All of the  defendants  served
motions to dismiss on February  11,  2003.  The court  dismissed  the common law
claims  against  us and Mr.  Roberts,  leaving  only a claim  against  them  for
"control  person"  liability  under the  Securities  Exchange Act of 1934.  In a
subsequent  decision,  the court limited the remaining  claim against us and Mr.
Roberts to  disclosures  that are  alleged to have been made by At Home prior to
August 28, 2000.  The Delaware  case has been  transferred  to the United States
District  Court for the  Southern  District  of New York,  and we have  moved to
dismiss the Section 16(b) claims.

     We deny any  wrongdoing in  connection  with the claims that have been made
directly against us, our subsidiaries and Brian L. Roberts, and intend to defend
all of these claims vigorously.  In our opinion,  the final disposition of these
claims is not  expected to have a material  adverse  effect on our  consolidated
financial position,  but could possibly be material to our consolidated  results
of  operations  of any one period.  Further,  no assurance can be given that any
adverse outcome would not be material to our consolidated financial position.

     Other.
     ------

     We are  subject to other  legal  proceedings  and claims  that arise in the
ordinary  course  of our  business.  In our  opinion,  the  amount  of  ultimate
liability with respect to such actions is not expected to materially  affect our
financial condition, results of operations or liquidity.

ITEM 4       SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS

     Information for this Item is omitted  pursuant to SEC General Instruction I
to Form 10-K.



                                      -14-
<PAGE>




                                     PART II

ITEM 5       MARKET FOR THE REGISTRANT'S COMMON EQUITY AND RELATED STOCKHOLDER
             MATTERS

Common Stock

     Absence of Trading Market

     Through the closing of Comcast's  acquisition  of Broadband on November 18,
2002, our Class A common stock was included on Nasdaq under the symbol CMCSA and
our Class A Special  common stock was included on Nasdaq under the symbol CMCSK.
There was no  established  public  trading  market for our Class B common stock.
Subsequent to the closing of the Broadband acquisition,  our common stock is not
publicly traded.  Therefore,  there is no established  public trading market for
our common stock, and none is expected to develop in the foreseeable future.



     Holders

     All of our  shares of common  stock are owned  directly  or  indirectly  by
Comcast.

     Dividends

     None.





ITEM 6       SELECTED FINANCIAL DATA

Information for this Item is omitted pursuant to SEC General Instruction I to
Form 10-K.








                                      -15-
<PAGE>


ITEM 7       MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
             RESULTS OF OPERATIONS

     Information for this item is omitted pursuant to SEC General  Instruction I
to Form 10-K, except as noted below.

Overview

     We  are  an  indirect,   wholly-owned  subsidiary  of  Comcast  Corporation
("Comcast").  We are  principally  involved in the  management  and operation of
cable communications  networks and in the management of programming content over
cable and satellite  television  networks.  In 2003, we received over 88% of our
revenue from our cable operations,  primarily  through monthly  subscriptions to
our video, high-speed Internet and phone services, and advertising.  Subscribers
typically pay us monthly, based on rates and related charges that vary according
to their  chosen level of service and the type of  equipment  they use.  Revenue
from our national  television  networks is derived from the sale of  advertising
time and affiliation agreements with cable and satellite television companies.

     We have  historically  met our cash needs for  operations  through our cash
flows from operating activities. We have generally financed our acquisitions and
capital  expenditures  through  issuances  of our common  stock,  borrowings  of
long-term debt,  sales of investments  and from existing cash, cash  equivalents
and short-term investments.

Business Developments

     On September 17, 2003,  we completed the sale to Liberty Media  Corporation
of our approximate 57% interest in QVC, Inc. for approximately $7.7 billion.  We
received from Liberty $4.0 billion of three-year senior unsecured  floating rate
notes,  approximately 218 million shares of Liberty Series A common stock valued
at  $2.339  billion  and cash of $1.35  billion.  QVC has  been  presented  as a
discontinued  operation  in our  financial  statements.  Refer  to Note 4 to our
consolidated financial statements included in Item 8 for more information on the
sale of QVC.

     Refer to "General Developments of Our Business" in Part I and Note 4 to our
consolidated  financial  statements  included in Item 8 for a discussion  of our
acquisitions and other significant events.

Significant and Subjective Estimates

     The following discussion and analysis of our results of operations is based
upon  our  consolidated  financial  statements,  which  have  been  prepared  in
accordance with accounting  principles  generally accepted in the United States.
The preparation of these financial statements requires us to make estimates that
affect the reported amounts of assets,  liabilities,  revenues and expenses, and
related  disclosure of contingent assets and liabilities.  We base our judgments
on historical  experience and on various other  assumptions  that we believe are
reasonable  under the  circumstances,  the  results  of which form the basis for
making  estimates about the carrying  values of assets and liabilities  that are
not readily  apparent from other  sources.  Actual results may differ from these
estimates under different assumptions or conditions.

     Refer to Note 2 to our consolidated financial statements included in Item 8
for a  discussion  of our  accounting  policies  with respect to these and other
items.


                                      -16-
<PAGE>



Results of Continuing Operations

     Revenues

     Consolidated  revenues for the years 2003 and 2002  increased  $801 million
and $981 million, respectively, from the previous year. Of these increases, $696
million and $836 million,  respectively,  relate to our cable segment,  which is
discussed  separately below. The remaining increases are primarily the result of
our content  businesses,  which  achieved  combined  revenue growth of 15.4% and
26.5%,  during  the years 2003 and 2002,  respectively.  Such  increases  in the
content  businesses  were  primarily  the result of  increases  in  distribution
revenues,  increases  in  advertising  revenues  and  the  effects  of our  2001
acquisitions.

     Operating, selling, general and administrative expenses

     Consolidated  operating,  selling,  general and administrative expenses for
the years 2003 and 2002 increased  $541 million and $234 million,  respectively,
from the previous  year.  Of these  increases,  $416  million and $257  million,
respectively,  relate to our cable segment, which is discussed separately below.
The  remaining  changes are  primarily  attributable  to costs  associated  with
management  agreements  between Comcast and our cable  subsidiaries  during 2003
that had been  eliminated in  consolidation  in 2002 and 2001,  and to increased
expenses in our content operations. These increases were offset, in part, by the
effects of reduced  corporate  overhead  which,  upon the  closing of  Comcast's
acquisition  of  Broadband  on November  18,  2002,  are recorded by the Comcast
parent rather than by the Comcast Holdings parent.

     Depreciation

     The  changes  in  depreciation  expense  for the  years  2003  and 2002 are
primarily  attributable  to our cable segment.  The slight decrease in our cable
segment in 2003 is  principally  due to the  effects of reduced  losses from the
disposals of fixed assets due to reduced upgrade  activity.  The increase in our
cable  segment  in  2002  is  principally  due to  the  effects  of  our  recent
acquisitions, our cable systems exchanges and our capital expenditures.

     Amortization

     The increase in  amortization  expense for the year 2003 is attributable to
both our  cable  segment  and our  content  operations,  principally  due to the
effects of our intangible asset additions.  The decrease in amortization expense
for the year 2002 is primarily  attributable  to our cable segment,  principally
due to the effects of the  adoption of SFAS No. 142,  "Goodwill  and  Intangible
Assets," on January 1, 2002 because we no longer amortize  goodwill or franchise
rights intangible assets.

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


                                      -17-
<PAGE>

<TABLE>
<CAPTION>



     Cable

     The following  table presents  financial  information for our cable segment
(dollars in millions).

                                                                                       Year Ended
                                                                                       December 31,     Increase
                                                                                      2003     2002      $        %
                                                                                    ------   ------   ------   -----

<S>                                                                                 <C>      <C>      <C>         <C>
Video ...........................................................................   $5,001   $4,710   $  291      6.2%
High-speed Internet .............................................................      939      590      349     59.2
Advertising sales ...............................................................      425      383       42     11.0
Other ...........................................................................      279      275        4      1.5
Franchise fees ..................................................................      211      201       10      5.0
                                                                                    ------   ------   ------   -----
     Revenues ...................................................................    6,855    6,159      696     11.3

Operating, selling, general and administrative expenses .........................    3,942    3,526      416     11.8
                                                                                    ------   ------   ------   -----

Operating income before depreciation and
amortization (a) ................................................................   $2,913   $2,633   $  280     10.6%
                                                                                    ======   ======   ======   ======


                                                                                       Year Ended
                                                                                       December 31,     Increase
                                                                                      2002     2001      $        %
                                                                                    ------   ------   ------   -----

Video ...........................................................................   $4,710   $4,278   $  432     10.1%
High-speed Internet .............................................................      590      294      296    100.7
Advertising sales ...............................................................      383      326       57     17.5
Other ...........................................................................      275      232       43     18.5
Franchise fees ..................................................................      201      193        8      4.1
                                                                                    ------   ------   ------   -----
     Revenues ...................................................................    6,159    5,323      836     15.7

Operating, selling, general and administrative expenses .........................    3,526    3,269      257      7.9
                                                                                    ------   ------   ------   -----
Operating income before depreciation and
amortization (a) ................................................................   $2,633   $2,054   $  579     28.2%
                                                                                    ======   ======   ======   ======
</TABLE>


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

     (a)  Operating  income before  depreciation  and amortization is defined as
          operating  income before  depreciation  and  amortization,  impairment
          charges,  if any, related to fixed and intangible  assets and gains or
          losses from the sale of assets,  if any. As such,  it  eliminates  the
          significant  level of non-cash  depreciation and amortization  expense
          that results from the capital  intensive  nature of our businesses and
          intangible  assets  recognized  in  business   combinations,   and  is
          unaffected  by our capital  structure or  investment  activities.  Our
          management  and Board of Directors use this measure in evaluating  our
          consolidated  operating  performance and the operating  performance of
          all of our  operating  segments.  This  metric  is  used  to  allocate
          resources and capital to our  operating  segments and is a significant
          component of our annual incentive  compensation  programs.  We believe
          that this  measure  is also  useful to  investors  as it is one of the
          bases for comparing our operating  performance with other companies in
          our industries, although our measure may not be directly comparable to
          similar  measures  used by other  companies.  Because we use operating
          income  before  depreciation  and  amortization  as the measure of our
          segment profit or loss, we reconcile it to operating income,  the most
          directly  comparable  financial  measure  calculated  and presented in
          accordance with Generally  Accepted  Accounting  Principles (GAAP), in
          the  business  segment  footnote  to our  financial  statements.  This
          measure should not be considered as a substitute for operating  income
          (loss), net income (loss),  net cash provided by operating  activities
          or other measures of  performance or liquidity  reported in accordance
          with GAAP.


     Video revenue consists of our basic, expanded basic, premium, pay-per-view,
equipment and digital cable services. The increase in video revenue for the year
2003 is primarily due to the effects of an increase in average  monthly  revenue
per basic  subscriber  as a result of rate  increases in our  traditional  video
service and growth in digital  subscribers.  The  increase  for the year 2002 is
primarily  attributable  to  changes  in rates  and  subscriber  growth,  driven
principally  by growth in digital  subscribers,  and,  to a lesser  extent,  the
effects of our  acquisitions  of cable  systems.  During 2003 and 2002, we added
approximately 433,000 and 505,000 digital


                                      -18-
<PAGE>




subscribers, respectively. We expect continued growth in
our video services revenue.

     The  increases in high-speed  Internet  revenue for the years 2003 and 2002
are  primarily due to the addition of high-speed  Internet  subscribers.  During
2003 and 2002, we added  approximately  700,000 and 578,000 high-speed  Internet
subscribers.  We expect  continued  revenue  growth as  overall  demand  for our
services continues to increase.

     The increases in advertising  sales revenue for the years 2003 and 2002 are
primarily  due to the effects of growth in  regional/national  advertising  as a
result  of the  continuing  success  of our  regional  interconnects,  offset by
reduced growth in a soft local advertising market in 2003.

     Other  revenue  includes  phone  revenues,   installation  revenues,  guide
revenues,  commissions  from  electronic  retailing,  revenue  from our regional
sports  programming  networks  and revenue  from other  product  offerings.  The
increase for the year 2002 in other revenue is primarily  attributable to growth
in our historical operations.

     The increases in franchise fees collected  from our cable  subscribers  for
the years  2003 and 2002 are  primarily  attributable  to the  increases  in our
revenues upon which the fees apply.

     The increases in operating,  selling,  general and administrative  expenses
for the  years  2003 and 2002  are  primarily  attributable  to the  effects  of
increases in the costs of cable programming,  increases in labor costs and other
volume-related  expenses in our historical operations,  and, to a lesser extent,
to the effects of high- speed Internet  subscriber  growth. The increase for the
year 2002 was partially  offset by the effects of management  fees we charged to
subsidiaries of Comcast during 2002.

     Programming  costs  represent  our single  largest  operating  expense  and
represent  fees paid to license  programming  from cable and broadcast  networks
that we  distribute,  package  and sell to our  video  subscribers.  Programming
expenses are impacted by changes in programming rates, the number of subscribers
and programming  channels.  We anticipate our programming costs will increase in
the future  primarily  as a result of  increased  cost to produce  and  purchase
programming and additional  programming  channels  provided to our  subscribers.
These increases are mitigated,  to some extent,  by additional  volume discounts
associated  with  Comcast's  increased  size and  future  growth in  subscribers
receiving such programming channels.

     On September 28, 2001, At Home Corporation ("At Home"), our former provider
of high-speed  Internet  services,  filed for protection under Chapter 11 of the
U.S.  Bankruptcy Code. In October 2001, we amended our agreement with At Home to
continue service to our existing and new subscribers during October and November
2001.  We agreed  to be  charged a higher  rate than we had  incurred  under our
previous  agreement.  On December 3, 2001,  we reached a  definitive  agreement,
approved by the Bankruptcy  Court, with At Home pursuant to which At Home agreed
to continue to provide  high-speed  Internet  services to our  existing  and new
subscribers  through  February 28, 2002. In December  2001, we began to transfer
our  high-speed  Internet  subscribers  from  the At  Home  network  to our  new
Comcast-owned  and managed  network.  We completed  this  transition in February
2002.  Operating  expenses in our  consolidated  statement of operations for the
year ended  December 31, 2001 include $140 million of net  incremental  expenses
incurred  in the fourth  quarter of 2001 in the  continuation  of service to and
transition of our high-speed Internet  subscribers from At Home's network to our
network.


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


                                      -19-
<PAGE>



     Consolidated Analysis

     Interest Expense

     The   decrease  in  interest   expense  for  the  year  2003  is  primarily
attributable  to our reduced amount of  outstanding  debt as a result of our net
debt repayments  during 2003. We anticipate  that, for the  foreseeable  future,
interest expense will be significant.  We believe we will continue to be able to
meet our  obligations  through our ability  both to  generate  operating  income
before depreciation and amortization and to obtain external financing.

<TABLE>
<CAPTION>


     Investment Income (Loss), Net

     Investment income (loss), net includes the following (in millions):


                                                                  Year Ended December 31,
                                                               2003      2002        2001
                                                             -------    -------    -------

<S>                                                          <C>        <C>        <C>
Interest and dividend income .............................   $    69    $    34    $    59
Gains (losses) on sales and exchanges of investments, net         24        (48)       485
Investment impairment losses .............................       (71)      (247)      (972)
Reclassification of unrealized gains .....................                           1,330
Unrealized gains (losses) on trading securities ..........       314     (1,446)       285
Mark to market adjustments on derivatives related
     to trading securities ...............................      (164)     1,182       (227)
Mark to market adjustments on derivatives and hedged items                  (71)        26
                                                             -------    -------    -------

     Investment income (loss), net .......................   $   172    ($  596)   $   986
                                                             =======    =======    =======

</TABLE>


     We have entered into derivative  financial  instruments that we account for
at fair value and which  economically hedge the market price fluctuations in the
common stock of certain of our investments  accounted for as trading securities.
Investment income (loss), net includes the fair value adjustments related to our
trading securities and derivative financial instruments.  The change in the fair
value of our investments accounted for as trading securities, with the exception
in 2003 of the  unrealized  gain on 118  million  shares of our  Liberty  common
shares  discussed  below,  was  substantially  offset by the changes in the fair
value of the related derivatives.

     Beginning  in 2003,  we are  exposed  to  changes  in the fair value of 118
million  shares of Liberty  common  stock we hold and  account  for as a trading
security as we have not entered into a  corresponding  derivative  to hedge this
market exposure.  Accordingly,  our future results of operations may be affected
by fluctuations in the fair value of the Liberty common stock in future periods.

     Gains (losses) on sales and exchanges of  investments,  net in 2001 relates
principally to our investment in At Home.

     The  investment  impairment  losses  relate  principally  to an other  than
temporary decline in our investment in AT&T Corp.

     In connection  with the  reclassification  of our  investment in Sprint PCS
from an available for sale  security to a trading  security upon the adoption of
SFAS No. 133,  "Accounting for Derivatives and Hedging  Activities," as amended,
on January  1, 2001,  we  reclassified  to  investment  income  (loss),  net the
accumulated  unrealized  gain of $1.092  billion on our investment in Sprint PCS
which was previously  recorded as a component of accumulated other comprehensive
income (loss).

     Equity in Net Losses of Affiliates

     The  changes  in equity in net losses of  affiliates  from 2002 to 2003 and
from 2001 to 2002 are primarily due to other than temporary  declines in certain
of our equity  method  investees,  the  effects of our  additional  investments,
changes in the net income or loss of our equity method investees,  as well as to
the effects of the discontinuance of amortization of equity method goodwill as a
result of the adoption of SFAS No. 142 on January 1, 2002.

     Other Income (Expense)

     On October 30, 2001, we acquired from Fox  Entertainment  Group, Inc. ("Fox
Entertainment")  the approximate  83.2% interest in Outdoor Life Network ("OLN")
not previously  owned by us. Upon closing of the  acquisition,  we exchanged our
14.5% interest in Speedvision  Network ("SVN"),  together with a previously made
loan, for Fox  Entertainment's  interest in OLN. In connection with the exchange
of our interest in SVN, we


                                      -20-
<PAGE>



     recorded  a  pre-tax  gain of $107  million,  representing  the  difference
between the  estimated  fair value of our interest in SVN as of the closing date
of the transaction and our cost basis in SVN.

     On January 1, 2001, we completed  our cable systems  exchange with Adelphia
Communications  Corporation  ("Adelphia").  We received  cable  systems  serving
approximately 445,000 subscribers from Adelphia and Adelphia received certain of
our cable systems serving approximately 441,000 subscribers.  We recorded a pre-
tax gain of $1.199 billion,  representing  the difference  between the estimated
fair value of $1.799 billion as of the closing date of the  transaction  and our
cost basis in the systems exchanged.

     Income Tax Benefit (Expense)

     The changes in income tax benefit (expense) from 2002 to 2003 and from 2001
to 2002 are  primarily the result of the effects of changes in our income before
taxes and minority interest, and our non-deductible goodwill amortization.

     Minority Interest

     The increases in minority  interest from 2002 to 2003 and from 2001 to 2002
are  attributable  to increases in the net income of our less than  wholly-owned
consolidated subsidiaries.

     Discontinued Operations

     Income from discontinued  operations  decreased from 2002 to 2003 primarily
as a result of the 2003 period  including QVC's results through August 31, while
the 2002 period  includes  QVC's  results for the full year.  As a result of the
sale of QVC, we recognized a $3.290  billion gain, net of  approximately  $2.865
billion of related income taxes.

     Income from discontinued  operations  decreased from 2001 to 2002 primarily
as a result of an investment loss recognized by QVC during 2002.

     Cumulative Effect of Accounting Change

     Upon adoption of SFAS No. 133, we recognized as income a cumulative  effect
of accounting  change,  net of related income taxes,  of $385 million during the
year ended December 31, 2001. The income consisted of a $400 million  adjustment
to record the debt component of our 2.0%  Exchangeable  Subordinated  Debentures
due 2029  ("ZONES")  at a discount  from its value at maturity  and $192 million
principally related to the reclassification of gains previously  recognized as a
component  of  accumulated  other  comprehensive  income  (loss)  on our  equity
derivative instruments, net of related deferred income taxes of $207 million.

     We believe that our operations are not materially affected by inflation.

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




                                      -21-
<PAGE>



ITEM 7A      QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

Interest Rate Risk Management

     We are exposed to the market risk of adverse  changes in interest rates. We
maintain a mix of fixed and variable rate debt and enter into various derivative
transactions pursuant to our policies to manage the volatility relating to these
exposures.

     We monitor our interest  rate risk  exposures  using  techniques  including
market value and  sensitivity  analyses.  We do not hold or issue any derivative
financial  instruments  for trading  purposes  and are not a party to  leveraged
instruments.

     We  manage  the  credit  risks  associated  with our  derivative  financial
instruments through the evaluation and monitoring of the creditworthiness of the
counterparties.   Although  we  may  be  exposed  to  losses  in  the  event  of
nonperformance by the  counterparties,  we do not expect such losses, if any, to
be significant.

     We use the following derivative financial  instruments to manage the market
risk of adverse changes in interest rates:

     o    Interest rate exchange agreements ("Swaps") to exchange,  at specified
          intervals,  the difference between fixed and variable interest amounts
          calculated by reference to an agreed-upon  notional  principal amount.
          As of December  31,  2003,  all of our Swaps are with Comcast and have
          identical  terms to the Swaps that Comcast has entered into with third
          party counterparties.

     o    Interest rate lock  agreements  ("Rate  Locks") to hedge the risk that
          cash flows related to the interest payments on an anticipated issuance
          or assumption of fixed rate debt may be adversely affected by interest
          rate fluctuations;

     o    Interest rate cap  agreements  ("Caps") to lock in a maximum  interest
          rate should  variable rates rise, but enable us to otherwise pay lower
          market rates; and

     o    Interest rate collar  agreements  ("Collars") to limit our exposure to
          and benefits from interest rate  fluctuations on variable rate debt to
          within a certain range of rates.

     While Swaps, Rate Locks, Caps and Collars represent an integral part of our
interest rate risk management program,  their effect on interest expense for the
years ended  December  31,  2003,  2002 and 2001 was not  significant.  However,
Swaps,  Rate  Locks,  Caps and  Collars  may have a  significant  effect  on our
interest  expense in the future.

     The table set forth below  summarizes the fair values and contract terms of
financial instruments subject to interest rate risk we maintained as of December
31, 2003 (dollars in millions):

<TABLE>
<CAPTION>

                                                                                                               Fair
                                                                                                             Value at
                                         2004     2005      2006     2007    2008   Thereafter       Total    12/31/03
                                         ----     ----      ----     ----    ----   ----------       -----    --------
Debt
<S>                                   <C>       <C>       <C>      <C>      <C>         <C>         <C>          <C>
Fixed Rate ......................     $  315    $  711    $  645   $  856   $ 1,141     $  4,474    $  8,142     $8,974
   Average Interest Rate ........        8.1%      8.4%      7.1%     8.6%      6.8%         7.5%        7.6%

Variable Rate ...................     $   58                                            $      1    $     59     $   59
   Average Interest Rate ........        2.0%                                                7.4%        2.1%

Interest Rate Instruments
Fixed to Variable Swaps (notional
 amounts) .......................                         $  200            $   600     $    750    $  1,550    ($   20)
   Average Pay Rate .............                            6.1%               7.0%         6.8%        6.8%
   Average Receive Rate .........                            6.4%               6.2%         6.9%        6.5%

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

</TABLE>


     The  notional  amounts of interest  rate  instruments,  as presented in the
table  above,  are used to measure  interest to be paid or  received  and do not
represent  the amount of  exposure  to credit  loss.  The  estimated  fair value
approximates the costs to settle the outstanding contracts. We estimate interest
rates on variable debt using the average implied forward London  Interbank Offer
Rate ("LIBOR") rates for the year of maturity based on the yield curve in effect
at  December  31,  2003,  plus the  borrowing  margin in effect for each  credit
facility at December 31, 2003. We estimate the floating rates on our Swaps using
the average  implied  forward LIBOR rates for the year of maturity  based on the
yield curve in effect at December 31, 2003.



                                      -22-
<PAGE>



     Equity Price Risk Management

     We are  exposed  to the market  risk of  changes  in the  equity  prices of
certain of our investments  accounted for as trading  securities.  We enter into
various  derivative   transactions  pursuant  to  our  policies  to  manage  the
volatility relating to these exposures.

     We monitor our equity price risk  exposures to ensure that the  instruments
are matched with the underlying assets or liabilities, reduce our risks relating
to equity prices, and through market value and sensitivity analyses,  maintain a
high correlation to the risk inherent in the hedged item.

     We use the following derivative financial instruments, which we account for
at fair value, to limit our exposure to and benefits from price  fluctuations in
the  common  stock  of  certain  of our  investments  accounted  for as  trading
securities:

     o    Cashless collar agreements ("Equity Collars");

     o    Prepaid forward sales agreements ("Prepaid Forward Sales");

     o    Indexed debt instruments ("ZONES").

     Except as described in Results of Continuing Operations - Investment Income
(Loss),  Net on page  20,  the  changes  in the fair  value  of our  investments
accounted for as trading securities were substantially  offset by the changes in
the fair values of the Equity Collars and the derivative components of the ZONES
and the Prepaid Forward Sales.

     Refer  to  Note 2 to our  financial  statements  included  in  Item 8 for a
discussion  of our  accounting  policies  with respect to  derivative  financial
instruments and to Notes 5 and 7 to our financial  statements included in Item 8
for discussions of our derivative financial instruments.



                                      -23-
<PAGE>



ITEM 8       FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA





INDEPENDENT AUDITORS' REPORT
----------------------------

Board of Directors and Stockholders
Comcast Holdings Corporation
Philadelphia, Pennsylvania

We have audited the accompanying  consolidated balance sheet of Comcast Holdings
Corporation  and its  subsidiaries  (the  "Company") as of December 31, 2003 and
2002,  and the related  consolidated  statements  of  operations,  stockholders'
equity and cash flows for each of the three years in the period  ended  December
31, 2003.  These financial  statements are the  responsibility  of the Company's
management.  Our  responsibility  is to express  an  opinion on these  financial
statements based on our audits.

We conducted our audits in accordance with auditing standards generally accepted
in the  United  States of  America.  Those  standards  require  that we plan and
perform the audit to obtain  reasonable  assurance  about  whether the financial
statements are free of material misstatement.  An audit includes examining, on a
test basis,  evidence  supporting  the amounts and  disclosures in the financial
statements.  An audit also includes assessing the accounting principles used and
significant  estimates  made by  management,  as well as evaluating  the overall
financial  statement  presentation.   We  believe  that  our  audits  provide  a
reasonable basis for our opinion.

In our opinion,  such consolidated  financial  statements present fairly, in all
material respects,  the financial  position of Comcast Holdings  Corporation and
its  subsidiaries  as of December  31,  2003 and 2002,  and the results of their
operations  and their cash flows for each of the three years in the period ended
December 31, 2003, in conformity with accounting  principles  generally accepted
in the United States of America.

As discussed in Note 2 to the  consolidated  financial  statements,  the Company
adopted  Statement of Financial  Accounting  Standards No. 133,  "Accounting for
Derivative Instruments and Hedging Activities," as amended, effective January 1,
2001,  and Statement of Financial  Accounting  Standards No. 142,  "Goodwill and
Other Intangible Assets," effective January 1, 2002.



Deloitte & Touche LLP

Philadelphia, Pennsylvania
March 19, 2004



                                      -24-
<PAGE>

<TABLE>
<CAPTION>

COMCAST HOLDINGS CORPORATION AND SUBSIDIARIES
---------------------------------------------

CONSOLIDATED BALANCE SHEET
(Dollars in millions, except share data)


                                                                                   December 31,
                                                                                  2003      2002
                                                                                -------   -------
ASSETS
CURRENT ASSETS
<S>                                                                             <C>       <C>
   Cash and cash equivalents ................................................   $ 1,509   $   400
   Investments ..............................................................       139       517
   Accounts receivable, less allowance for doubtful accounts of $74 and $74 .       453       446
   Other current assets .....................................................       179       133
   Current assets of discontinued operations ................................               1,481
                                                                                -------   -------
       Total current assets .................................................     2,280     2,977
                                                                                -------   -------
NOTES RECEIVABLE FROM AFFILIATE .............................................     3,310       191
DUE FROM AFFILIATES, net ....................................................       943
INVESTMENTS .................................................................     3,363       594
PROPERTY AND EQUIPMENT, net of accumulated depreciation of $4,456 and $3,398      6,571     6,431
FRANCHISE RIGHTS ............................................................    16,620    16,611
GOODWILL ....................................................................     5,663     5,611
OTHER INTANGIBLE ASSETS, net of accumulated amortization of $1,022 and $688 .     1,350     1,311
OTHER NONCURRENT ASSETS, net ................................................       302       368
NONCURRENT ASSETS OF DISCONTINUED OPERATIONS ................................               1,595
                                                                                -------   -------
                                                                                $40,402   $35,689
                                                                                =======   =======
LIABILITIES AND STOCKHOLDERS' EQUITY
CURRENT LIABILITIES
   Accounts payable .........................................................   $   303   $   425
   Accrued expenses and other current liabilities ...........................     2,014     1,425
   Due to affiliates ........................................................                  76
   Deferred income taxes ....................................................        26        46
   Current portion of long-term debt ........................................       373        23
   Current liabilities of discontinued operations ...........................                 816
                                                                                -------   -------
       Total current liabilities ............................................     2,716     2,811
                                                                                -------   -------
LONG-TERM DEBT, less current portion ........................................     7,828     9,256
                                                                                -------   -------
NOTES PAYABLE TO AFFILIATES .................................................        61        22
                                                                                -------   -------
DEFERRED INCOME TAXES .......................................................     8,288     6,830
                                                                                -------   -------
OTHER NONCURRENT LIABILITIES ................................................     2,289     1,216
                                                                                -------   -------
MINORITY INTEREST ...........................................................       316       266
                                                                                -------   -------
NONCURRENT LIABILITIES AND MINORITY INTEREST OF
   DISCONTINUED OPERATIONS ..................................................                 923
                                                                                -------   -------
COMMITMENTS AND CONTINGENCIES (NOTE 11)
STOCKHOLDERS' EQUITY
   Preferred stock - authorized 20,000,000 shares; issued, zero
   Class A common stock, $1.00 par value - authorized,
     200,000,000 shares; issued, 21,591,115 .............................            22        22
   Class A special common stock, $1.00 par value - authorized,
     2,500,000,000 shares; issued 916,198,519 ...........................           916       916
   Class B common stock, $1.00 par value - authorized, 50,000,000 shares;
     issued, 9,444,375 ..................................................             9         9
   Additional capital ...................................................        12,353    11,818
   Retained earnings ....................................................         5,623     1,595
   Accumulated other comprehensive income (loss) ........................           (19)        5
                                                                               --------  --------
       Total stockholders' equity .......................................        18,904    14,365
                                                                               --------  --------
                                                                               $ 40,402  $ 35,689
                                                                                =======   =======

</TABLE>

See notes to consolidated financial statements.

                                      -25-
<PAGE>
<TABLE>
<CAPTION>



COMCAST HOLDINGS CORPORATION AND SUBSIDIARIES
---------------------------------------------

CONSOLIDATED STATEMENT OF OPERATIONS
(Amounts in millions)

                                                                            Year Ended December 31,
                                                                            2003      2002      2001
                                                                         -------    -------    -------

<S>                                                                      <C>        <C>        <C>
REVENUES .............................................................   $ 7,719    $ 6,918    $ 5,937

COSTS AND EXPENSES
   Operating (excluding depreciation) ................................     2,787      2,516      2,446
   Selling, general and administrative ...............................     1,977      1,707      1,543
   Depreciation ......................................................     1,314      1,344      1,130
   Amortization ......................................................       183        177      2,143
                                                                         -------    -------    -------
                                                                           6,261      5,744      7,262
                                                                         -------    -------    -------
OPERATING INCOME (LOSS) ..............................................     1,458      1,174     (1,325)
OTHER INCOME (EXPENSE)
   Interest expense ..................................................      (655)      (711)      (708)
   Interest income on affiliate notes, net ...........................        17
   Investment income (loss), net .....................................       172       (596)       986
   Equity in net losses of affiliates ................................       (51)       (63)       (16)
   Other income (expense) ............................................         4         (6)     1,290
                                                                         -------    -------    -------
                                                                            (513)    (1,376)     1,552
                                                                         -------    -------    -------
INCOME (LOSS) FROM CONTINUING OPERATIONS BEFORE INCOME TAXES, MINORITY
   INTEREST AND CUMULATIVE EFFECT OF ACCOUNTING CHANGE ...............       945       (202)       227
INCOME TAX (EXPENSE) BENEFIT .........................................      (321)        16       (216)
                                                                         -------    -------    -------
INCOME (LOSS) FROM CONTINUING OPERATIONS BEFORE MINORITY
   INTEREST AND CUMULATIVE EFFECT OF ACCOUNTING CHANGE ...............       624       (186)        11
MINORITY INTEREST ....................................................       (54)       (27)        (7)
                                                                         -------    -------    -------
INCOME (LOSS) FROM CONTINUING OPERATIONS BEFORE CUMULATIVE EFFECT OF
   ACCOUNTING CHANGE .................................................       570       (213)         4
INCOME FROM DISCONTINUED OPERATIONS, net of tax ......................       168        193        220
GAIN ON DISCONTINUED OPERATIONS, net of tax ..........................     3,290
                                                                         -------    -------    -------
INCOME (LOSS) BEFORE CUMULATIVE EFFECT OF ACCOUNTING CHANGE ..........     4,028        (20)       224
CUMULATIVE EFFECT OF ACCOUNTING CHANGE ...............................                             385
                                                                         -------    -------    -------
NET INCOME (LOSS) ....................................................   $ 4,028    ($   20)   $   609
                                                                         =======    =======    =======

See notes to consolidated financial statements.

</TABLE>

                                      -26-
<PAGE>




<TABLE>
<CAPTION>


COMCAST HOLDINGS CORPORATION AND SUBSIDIARIES
---------------------------------------------

CONSOLIDATED STATEMENT OF CASH FLOWS
(Amounts in millions)



                                                                                             Year Ended December 31,
                                                                                           2003       2002       2001
                                                                                         -------    -------    -------
OPERATING ACTIVITIES
<S>                                                                                      <C>        <C>        <C>
   Net income (loss) .................................................................   $ 4,028    ($   20)   $   609
   Income from discontinued operations ...............................................      (168)      (193)      (220)
   Gain on discontinued operations ...................................................    (3,290)
                                                                                         -------    -------    -------
   Income (loss) from continuing operations ..........................................       570       (213)       389

   Adjustments to reconcile net income (loss) from continuing
     operations to net
     cash provided by operating activities from continuing operations:
     Depreciation ....................................................................     1,314      1,344      1,130
     Amortization ....................................................................       183        177      2,143
     Non-cash interest (income) expense, net .........................................        30         42         43
     Non-cash interest income on affiliate notes, net ................................       (17)
     Equity in net losses of affiliates ..............................................        51         63         16
     Losses (gains) on investments and other (income) expense, net ...................      (100)       635     (2,229)
     Minority interest ...............................................................        54         27          7
     Cumulative effect of accounting change ..........................................                            (385)
     Deferred income taxes ...........................................................       725         35       (253)
     Proceeds from sales of trading securities .......................................        85                   367
     Current tax associated with sale of discontinued operations .....................    (2,028)
   Change in operating assets and liabilities, net of effects of
     acquisitions and divestitures
     Change in accounts receivable, net ..............................................        (7)       (56)       (15)
     Change in accounts payable ......................................................      (122)       180         10
     Change in other operating assets and liabilities ................................       598         82        (54)
                                                                                         -------    -------    -------


       Net cash provided by operating activities from continuing operations ..........     1,336      2,316      1,169
                                                                                         -------    -------    -------

FINANCING ACTIVITIES
   Proceeds from borrowings ..........................................................     1,260      1,579      5,687
   Retirements and repayments of debt ................................................    (2,387)    (3,294)    (4,013)
   Proceeds from settlement of interest rate exchange agreements .....................                   57
   Capital contributions from (distributions to) parent ..............................       477       (212)
   Net transactions with affiliates ..................................................    (4,244)        98
   Issuances of common stock and sales of put options on common stock ................                   19         27
   Repurchases of common stock .......................................................                             (27)
   Deferred financing costs ..........................................................                   (2)       (23)
                                                                                         -------    -------    -------

       Net cash (used in) provided by financing activities from continuing
         operations ..................................................................    (4,894)    (1,755)     1,651
                                                                                         -------    -------    -------
INVESTING ACTIVITIES
   Acquisitions, net of cash acquired ................................................      (191)       (17)    (1,329)
   Proceeds from sales of (purchases of) short-term investments, net .................       (20)         9         (6)
   Proceeds from sales of discontinued operations.....................................     1,350
   Capital contributions to and purchases of investments .............................      (112)       (56)      (277)
   Proceeds from sales and settlements of investments ................................     5,107      1,241        806
   Capital expenditures ..............................................................    (1,360)    (1,355)    (2,039)
   Additions to intangible and other noncurrent assets ...............................      (107)      (197)      (305)
                                                                                         -------    -------    -------

       Net cash provided by (used in) investing activities from
        continuing operations.........................................................     4,667       (375)    (3,150)
                                                                                         -------    -------    -------

INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS .....................................     1,109        186       (330)

CASH AND CASH EQUIVALENTS, beginning of year .........................................       400        214        544
                                                                                         -------    -------    -------

CASH AND CASH EQUIVALENTS, end of year ...............................................   $ 1,509    $   400    $   214
                                                                                         =======    =======    =======


See notes to consolidated financial statements

</TABLE>


                                      -27-
<PAGE>



COMCAST HOLDINGS CORPORATION AND SUBSIDIARIES
---------------------------------------------

CONSOLIDATED STATEMENT OF STOCKHOLDERS' EQUITY
(Dollars in millions)

<TABLE>
<CAPTION>

                                                                                             Accumulated Other
                                                                                               Comprehensive
                                                                                               Income (Loss)
                                                                                            -------------------
                                                       Common Stock
                                         Series B ----------------------                        Unrealized   Cumulative
                                         Preferred      Class A          Additional  Retained     Gains      Translation
                                          Stock  Class A Special Class B  Capital    Earnings    (Losses)    Adjustments   Total
                                           -----------------------------------------------------------------------------------------

<S>              <C>                         <C>   <C>   <C>     <C>    <C>            <C>           <C>        <C>         <C>
BALANCE, JANUARY 1, 2001...............      $60   $22   $908    $9     $11,599        $1,055        $446       ($13)       $14,086
Comprehensive income:
   Net income..........................                                                   609
   Unrealized gains on marketable securities,
     net of deferred taxes of $114.....                                                               212
   Reclassification adjustments for gains included
     in net income, net of deferred taxes of $264                                                    (491)
   Unrealized losses on effective portion of cash
     flow hedges, net of deferred taxes of $0.3                                                        (1)
   Cumulative translation adjustments..                                                                           (9)
Total comprehensive income.............                                                                                         320
   Stock compensation plans............                     3                52           (16)                                   39
   Retirement of common stock..........                    (1)              (10)          (16)                                  (27)
   Conversion of Series B preferred....      (60)           4                56
   Temporary equity related to put options                                   55                                                  55
                                           -----------------------------------------------------------------------------------------
BALANCE, DECEMBER 31, 2001.............             22    914     9      11,752         1,632         166        (22)        14,473
Comprehensive loss:
   Net loss............................                                                   (20)
   Unrealized losses on marketable securities,
     net of deferred taxes of $165.....                                                              (307)
   Reclassification adjustments for losses included
     in net loss, net of deferred taxes of $92                                                        169
   Unrealized losses on effective portion of cash
     flow hedges, net of deferred taxes of $0.3                                                        (1)
Total comprehensive loss...............                                                                                        (159)
   Stock compensation plans............                     2                48           (17)                                   33
   Employee stock purchase plan........                                      10                                                  10
   Net capital contribution from parent                                       8                                                   8
                                           -----------------------------------------------------------------------------------------

BALANCE, DECEMBER 31, 2002.............             22    916     9      11,818         1,595          27        (22)        14,365
Comprehensive income:
   Net income..........................                                                 4,028
   Unrealized losses on marketable securities,
     net of deferred taxes of $19......                                                               (36)
   Reclassification adjustments for losses included
     in net income, net of deferred taxes of $10                                                       19
   Cumulative translation adjustments..                                                                           (7)
Total comprehensive income.............                                                                                       4,004
   Stock compensation plans............                                      58                                                  58
   Net capital contribution from parent                                     477                                                 477
                                           -----------------------------------------------------------------------------------------

BALANCE, DECEMBER 31, 2003.............            $22   $916    $9     $12,353        $5,623         $10       ($29)       $18,904
                                           =========================================================================================



See notes to consolidated financial statements.

</TABLE>



                                      -28-
<PAGE>


COMCAST HOLDINGS CORPORATION AND SUBSIDIARIES
---------------------------------------------

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
YEARS ENDED DECEMBER 31, 2003, 2002 AND 2001


1.   ORGANIZATION AND BUSINESS

     On  November  18,  2002,  Comcast  Corporation  ("Comcast")  completed  the
     acquisition of AT&T Corp.'s  ("AT&T")  broadband  business (the  "Broadband
     acquisition"). In connection with the closing of the Broadband acquisition,
     our shareholders  and our  subsidiaries  received shares of Comcast Class A
     common  stock,  Class A Special  common  stock and Class B common  stock in
     exchange  for shares of our Class A common  stock,  Class A Special  common
     stock and Class B common stock, respectively, based on an exchange ratio of
     1 to 1.  Comcast also issued  stock  options to purchase  shares of Comcast
     common stock in exchange for all of our outstanding stock options, based on
     an  exchange  ratio  of 1 to 1. As a result  of  Comcast's  acquisition  of
     Broadband, we are now an indirect, wholly-owned subsidiary of Comcast.

     Our cable business is principally  involved in the development,  management
     and operation of broadband  communications  networks in the United  States.
     Our  consolidated   cable  operations  served   approximately  8.6  million
     subscribers as of December 31, 2003. Our cable business represents our only
     reportable segment (see Note 12).

     We conduct  the  national  networks  of our  content  business  through our
     consolidated  subsidiaries  E!  Entertainment  Television,  Inc.,  The Golf
     Channel  ("TGC"),  Outdoor Life  Network  ("OLN"),  and G4 Media,  LLC. Our
     content  business  also  includes  Comcast  Spectator,  our  three  24-hour
     regional sports programming  networks,  Comcast SportsNet ("CSN"),  Comcast
     SportsNet  Mid-Atlantic  ("CSN  Mid-Atlantic")  and Cable Sports  Southeast
     ("CSS"),  a fourth  24-hour  regional  sports  network,  Comcast  SportsNet
     Chicago ("CSN  Chicago"),  that we anticipate  will launch in October 2004,
     and our regional  network,  CN8. Our regional  networks are included in our
     cable segment as they derive a substantial  portion of their  revenues from
     our cable operations and are managed by cable segment management.

     On September 17, 2003, we sold our  approximate  57% interest in QVC, Inc.,
     which markets a wide variety of products directly to consumers primarily on
     merchandise-focused  television programs.  Accordingly, we present QVC as a
     discontinued  operation  pursuant  to  Statement  of  Financial  Accounting
     Standards  ("SFAS") No. 144,  "Accounting for the Impairment or Disposal of
     Long-Lived Assets" (see Note 4).

2.   SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

     Basis of Consolidation
     The consolidated financial statements include our accounts and all entities
     that we directly or  indirectly  control.  We have  eliminated  significant
     intercompany accounts and transactions among consolidated entities.

     Variable Interest Entities
     We account for our interests in variable  interest special purpose entities
     ("SPEs") in accordance with Financial  Accounting  Standards Board ("FASB")
     Interpretation No. 46,  "Consolidation of Variable Interest Entities" ("FIN
     46"). We consolidate all SPEs for which we are the primary  beneficiary and
     for which the  entities do not  effectively  disperse  risks among  parties
     involved. We do not consolidate variable interest entities that effectively
     disperse  risks unless we hold an interest or combination of interests that
     effectively recombines risks that were previously dispersed. We adopted the
     initial recognition and measurement  provisions of FIN 46 effective January
     1, 2002. The adoption of FIN 46 had no impact on our financial condition or
     results  of  operations.  See  Note  3 for  further  discussion  of  FIN 46
     interpretations and amendments.

     Our Use of Estimates
     We  prepare  our  financial   statements  in  conformity   with  accounting
     principles  generally  accepted in the United  States which  requires us to
     make  estimates  and  assumptions  that  affect the  reported  amounts  and
     disclosures.  Actual results could differ from those  estimates.  Estimates
     are used when accounting for certain items, such as allowances for doubtful
     accounts,  investments and derivative financial  instruments,  depreciation
     and amortization,  asset  impairment,  non-monetary  transactions,  certain
     acquisition-related   liabilities,   pensions   and  other   postretirement
     benefits, income taxes and contingencies.


                                      -29-
<PAGE>



COMCAST HOLDINGS CORPORATION AND SUBSIDIARIES
---------------------------------------------

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
YEARS ENDED DECEMBER 31, 2003, 2002 AND 2001 (Continued)


     Fair Values
     We have  determined  the estimated  fair value  amounts  presented in these
     consolidated  financial  statements using available market  information and
     appropriate  methodologies.  However,  considerable judgment is required in
     interpreting  market  data to develop  the  estimates  of fair  value.  The
     estimates  presented in these  consolidated  financial  statements  are not
     necessarily  indicative  of the amounts that we could  realize in a current
     market exchange.  The use of different market assumptions and/or estimation
     methodologies  may have a  material  effect  on the  estimated  fair  value
     amounts.  We based  these fair value  estimates  on  pertinent  information
     available  to  us  as  of  December   31,  2003  and  2002.   We  have  not
     comprehensively  updated  these fair value  estimates for purposes of these
     consolidated financial statements since such dates.

     Cash Equivalents
     Cash  equivalents  consist  principally of commercial  paper,  money market
     funds,  US  Government   obligations  and   certificates  of  deposit  with
     maturities of three months or less when purchased.  The carrying amounts of
     our cash equivalents approximate their fair values.

     Investments
     Investments   in  entities  in  which  we  have  the  ability  to  exercise
     significant  influence  over the operating  and  financial  policies of the
     investee  are  accounted  for  under  the  equity  method.   Equity  method
     investments  are  recorded at original  cost and adjusted  periodically  to
     recognize our  proportionate  share of the  investees' net income or losses
     after the date of investment, amortization of basis differences, additional
     contributions made and dividends received,  and impairment losses resulting
     from adjustments to net realizable value. Prior to the adoption of SFAS No.
     142,  "Goodwill  and Other  Intangible  Assets" on  January  1,  2002,  the
     goodwill  resulting from differences  between our recorded  investments and
     our proportionate  interests in the book value of the investees' net assets
     were amortized to equity in net income or loss,  primarily over a period of
     20 years. Subsequent to the adoption of SFAS No. 142, we no longer amortize
     such equity method goodwill (see Notes 5 and 6).

     Unrestricted  publicly  traded  investments are classified as available for
     sale or trading  securities  and  recorded at their fair value.  Unrealized
     gains or losses  resulting  from changes in fair value between  measurement
     dates for  available  for sale  securities  are  recorded as a component of
     other  comprehensive  income (loss).  Unrealized  gains or losses resulting
     from changes in fair value between measurement dates for trading securities
     are recorded as a component of investment  income  (loss),  net. Cash flows
     from all trading  securities  are  classified as cash flows from  operating
     activities  while  cash  flows  from all other  investment  securities  are
     classified as cash flows from investing activities in our statement of cash
     flows.

     Restricted  publicly  traded  investments and investments in privately held
     companies are stated at cost, adjusted for any known decrease in value (see
     Note 5).


                                      -30-
<PAGE>


COMCAST HOLDINGS CORPORATION AND SUBSIDIARIES
---------------------------------------------

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
YEARS ENDED DECEMBER 31, 2003, 2002 AND 2001 (Continued)


     Property and Equipment
     Depreciation  is recorded  using the  straight-line  method over  estimated
     useful lives and the  significant  components of property and equipment are
     as follows (in millions):

<TABLE>
<CAPTION>

                                                        December 31,       December 31,
                                         Useful Life        2003              2002
                                         -----------  ---------------   ----------------

<S>                                      <C>                   <C>                <C>
Transmission and distribution plant....  2-15 years            $9,815             $8,671
Buildings and building improvements....  3-40 years               639                581
Land...................................      N/A                   65                 53
Other..................................  2-10 years               508                524
                                                      ---------------   ----------------
   Property and equipment, at cost.....                        11,027              9,829
Less: accumulated depreciation.........                        (4,456)            (3,398)
                                                      ---------------   ----------------
   Property and equipment, net.........                        $6,571             $6,431
                                                      ===============   ================

</TABLE>


     We  capitalize  improvements  that extend  asset  lives and  expense  other
     repairs  and  maintenance  charges  as  incurred.   The  cost  and  related
     accumulated  depreciation  applicable to assets sold or retired are removed
     from the accounts and the gain or loss on  disposition  is  recognized as a
     component of depreciation expense.

     We  capitalize  the  costs   associated  with  the  construction  of  cable
     transmission   and   distribution   facilities   and  new   cable   service
     installations.  Costs  include all direct labor and  materials,  as well as
     certain indirect costs.

     Intangible Assets
     Cable franchise  rights  represent the value  attributed to agreements with
     local  authorities  that  allow  access  to homes in  cable  service  areas
     acquired in connection with business combinations. Prior to the adoption of
     SFAS No. 142, we amortized  the value of these rights over periods  related
     to the term of the related franchise agreements. Subsequent to the adoption
     of SFAS No. 142, we no longer  amortize cable  franchise  rights because we
     have  determined  that they  have an  indefinite  life.  We  reassess  this
     determination periodically for each franchise based on the factors included
     in SFAS No. 142. Costs we incur in negotiating and renewing cable franchise
     agreements are included in other  intangible  assets and are amortized on a
     straight-line  basis  over  the  term  of  the  franchise  renewal  period,
     generally 10 to 15 years.

     Goodwill is the excess of the  acquisition  cost of an acquired entity over
     the fair  value  of the  identifiable  net  assets  acquired.  Prior to the
     adoption of SFAS No. 142 we amortized  goodwill over estimated useful lives
     ranging principally from 20 to 30 years. Subsequent to the adoption of SFAS
     No. 142, we no longer amortize goodwill.

     We are  required  to test  our  goodwill  and  intangible  assets  that are
     determined to have an indefinite life for impairment at least annually. The
     provisions  of  SFAS  No.  142  required  the   completion  of  an  initial
     transitional impairment assessment, with any impairments identified treated
     as a cumulative  effect of a change in accounting  principle.  We completed
     this assessment in 2002 and determined  that no cumulative  effect resulted
     from adopting this change in accounting  principle.  The provisions of SFAS
     No. 142 also require the completion of an annual  impairment test, with any
     impairments recognized in current earnings.

     Other  intangible  assets  consist   principally  of  cable  and  satellite
     television distribution rights, cable franchise renewal costs,  contractual
     operating rights,  computer  software,  programming  costs and rights,  and
     non-competition  agreements.  We record  these costs as assets and amortize
     them on a  straight-line  basis over the term of the related  agreements or
     estimated useful life, which generally range from 2 to 20 years.

     Certain  of  our  content   subsidiaries   have  entered  into   multi-year
     affiliation  agreements with various cable and satellite  television system
     operators for carriage of their respective programming. We capitalize cable
     or  satellite  television  distribution  rights  and  amortize  them  on  a
     straight-line basis over the term of the related distribution agreements of
     5 to 11 years. We classify the  amortization  of distribution  fees paid by
     our content subsidiaries pursuant to Emerging


                                      -31-
<PAGE>



COMCAST HOLDINGS CORPORATION AND SUBSIDIARIES
---------------------------------------------

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
YEARS ENDED DECEMBER 31, 2003, 2002 AND 2001 (Continued)


     Issues Task Force ("EITF") 01-09,  "Accounting for Consideration Given by a
     Vendor to a Customer  (Including  a Reseller  of the  Vendor's  Products)".
     Under  EITF  01-09,  the  amortization  of  such  fees is  classified  as a
     reduction  of  revenue  unless the  content  subsidiary  receives,  or will
     receive,  an  identifiable  benefit  from  the  cable or  satellite  system
     operator separate from the distribution fee, in which case we recognize the
     fair value of the identified  benefit as an operating expense in the period
     in which it is received.

     Certain direct development costs associated with internal-use  software are
     capitalized,  including external direct costs of material and services, and
     payroll costs for employees  devoting time to the software  projects.  Such
     costs are included  within other assets and are amortized over a period not
     to exceed five years  beginning when the asset is  substantially  ready for
     use.  Costs  incurred  during the  preliminary  project  stage,  as well as
     maintenance  and  training  costs,   are  expensed  as  incurred.   Initial
     operating-system software costs are capitalized and amortized over the life
     of the associated hardware.

     Valuation of Long-Lived and Indefinite-Lived Assets
     We  periodically  evaluate the  recoverability  of our  long-lived  assets,
     including   property  and  equipment  and  intangible   assets  subject  to
     amortization, whenever events or changes in circumstances indicate that the
     carrying amount may not be recoverable.  Our evaluations  include  analyses
     based on the cash flows generated by the underlying  assets,  profitability
     information,  including estimated future operating results, trends or other
     determinants   of  fair  value.   If  the  total  of  the  expected  future
     undiscounted  cash flows is less than the carrying  amount of the asset,  a
     loss is  recognized  for the  difference  between  the fair  value  and the
     carrying  value of the  asset.  Unless  presented  separately,  the loss is
     included  as a component  of either  depreciation  expense or  amortization
     expense, as appropriate.

     We  evaluate  the  recoverability  of  our  goodwill  and  indefinite  life
     intangible assets annually or more frequently whenever events or changes in
     circumstances  indicate  that the asset might be  impaired.  We perform the
     impairment  assessment of our goodwill one level below the business segment
     level, except for our cable business. In our cable business, components one
     level below the segment  level are not  separate  reporting  units and also
     have similar economic characteristics that allow them to be aggregated into
     one  reporting  unit at the cable segment  level.  During 2002 and 2003, we
     performed the impairment  assessment of our cable  franchise  rights at the
     cable segment  level based on our analysis of the factors  outlined in EITF
     02-07,  "Unit of  Accounting  for Testing  Impairment  of  Indefinite-Lived
     Intangible  Assets." Effective in the first quarter of 2004, we will change
     the unit of accounting  used for testing  impairment to geographic  regions
     and will perform  impairment  testing on our cable franchise  rights. We do
     not  anticipate  recording any  impairment  charge in  connection  with the
     impairment testing.

     We estimate the fair value of our cable franchise rights primarily based on
     multiples  of  operating   income  before   depreciation  and  amortization
     generated by the underlying assets, discounted cash flow analyses, analyses
     of current market  transactions and  profitability  information,  including
     estimated future operating  results,  trends or other  determinants of fair
     value.  If the  value of our cable  franchise  rights  determined  by these
     evaluations is less than its carrying amount, an impairment charge would be
     recognized  for the  difference  between the  estimated  fair value and the
     carrying value of the assets.

     Foreign Currency Translation
     We translate assets and liabilities of our foreign subsidiaries,  where the
     functional currency is the local currency,  into US dollars at the December
     31  exchange  rate and  record the  related  translation  adjustments  as a
     component of other  comprehensive  income (loss). We translate revenues and
     expenses using average exchange rates prevailing  during the year.  Foreign
     currency  transaction  gains  and  losses  are  included  in  other  income
     (expense).

     Revenue Recognition
     We recognize video,  high-speed Internet,  and phone revenues as service is
     provided. We manage credit risk by disconnecting  services to customers who
     are  delinquent.  We  recognize  advertising  sales  revenue  at  estimated
     realizable  values when the  advertising  is aired.  Installation  revenues
     obtained from the connection of subscribers to our broadband communications
     network  are less  than  related  direct  selling  costs.  Therefore,  such
     revenues are recognized as connections are completed. Revenues derived from
     other sources are recognized when services are


                                      -32-
<PAGE>


COMCAST HOLDINGS CORPORATION AND SUBSIDIARIES
---------------------------------------------

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
YEARS ENDED DECEMBER 31, 2003, 2002 AND 2001 (Continued)


     provided or events occur. Under the terms of our franchise  agreements,  we
     are generally  required to pay up to 5% of our gross revenues  derived from
     providing cable services to the local  franchising  authority.  We normally
     pass  these  fees  through  to our  cable  subscribers.  We  classify  fees
     collected  from cable  subscribers  as a component of revenues  pursuant to
     EITF 01-14, "Income Statement  Characterization of Reimbursements  Received
     for 'Out-of- Pocket' Expenses Incurred."

     Our content  businesses  recognize  affiliate fees from cable and satellite
     television system operators as programming is provided. Advertising revenue
     is recognized in the period in which  commercial  announcements or programs
     are  telecast  in  accordance  with  the  broadcast  calendar.  In  certain
     instances,  our  content  businesses  guarantee  viewer  ratings  for their
     programming.  A liability  for deferred  revenue is provided for  estimated
     shortfalls, which are primarily settled by providing additional advertising
     time.

     Programming Costs
     Our cable subsidiaries have received or may receive  distribution fees from
     programming  networks  for  carriage of their  programming.  We reflect the
     deferred portion of these fees within noncurrent  liabilities and recognize
     the fees as a  reduction  of  programming  costs  (which  are  included  in
     operating expenses) over the term of the programming contract.

     Stock-Based Compensation
     We account for  stock-based  compensation  in  accordance  with  Accounting
     Principles  Board ("APB")  Opinion No. 25,  "Accounting for Stock Issued to
     Employees,"  and related  interpretations,  as  permitted  by SFAS No. 123,
     "Accounting for Stock-Based Compensation," as amended. Compensation expense
     for stock  options is measured as the excess,  if any, of the quoted market
     price of  Comcast's  stock  at the date of the  grant  over the  amount  an
     employee must pay to acquire the stock. We record compensation  expense for
     restricted stock awards based on the quoted market price of Comcast's stock
     at the date of the grant and the  vesting  period.  We record  compensation
     expense for stock appreciation rights based on the changes in quoted market
     prices of Comcast's stock or other determinants of fair value (see Note 8).

     The following  table  illustrates the effect on net income (loss) if we had
     applied  the  fair  value  recognition   provisions  of  SFAS  No.  123  to
     stock-based  compensation.  Upon  further  analysis  during  2003,  it  was
     determined  that the  expected  option  lives for options  granted in prior
     years should have been 7 years rather than the 8 years used previously. The
     amounts in the table reflect this revision for all periods presented. Total
     stock-based compensation expense was determined under the fair value method
     for all awards using the accelerated  recognition method as permitted under
     SFAS No. 123 (dollars in millions, except per share data):


                                      -33-
<PAGE>


<TABLE>
<CAPTION>


COMCAST HOLDINGS CORPORATION AND SUBSIDIARIES
---------------------------------------------

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
YEARS ENDED DECEMBER 31, 2003, 2002 AND 2001 (Continued)


                                                                         Year Ended December 31,
                                                                       2003       2002       2001
                                                                     -------    -------    -------
<S>                                                                  <C>        <C>        <C>
Net income (loss), as reported ...................................   $ 4,028    ($   20)   $   609

Add: Total stock-based compensation expense
     included in net income (loss), as reported above ............         5         11         10

Deduct: Total stock-based compensation expense
     determined under fair value based method for all awards
     relating to continuing operations, net of related tax effects       (87)      (126)      (110)
Deduct: Total stock-based compensation expense determined
     under fair value based method for all awards relating to
     discontinued operations, net of related tax effects .........       (12)       (19)       (17)
                                                                     -------    -------    -------

Pro forma, net income (loss) .....................................   $ 3,934    ($  154)   $   492
                                                                      =======   =======    =======
</TABLE>


     The  weighted-average  fair  value at date of grant  of a  Comcast  Class A
     common stock option granted under Comcast's option plans during 2003 to our
     employees  was $10.18 and during 2002 was  previously  presented as $10.73,
     and was  recalculated  as $9.24 based on the  revised  estimate of expected
     option life. The weighted-average  fair value at date of grant of a Comcast
     Class A Special  common stock option  granted under the option plans during
     2002 and 2001 was previously presented as $14.93 and $19.07,  respectively,
     and was  recalculated  as $13.72  and  $17.73,  respectively,  based on the
     revised  estimate of expected  option  life.  The fair value of each option
     granted during 2003, 2002 and 2001 was estimated on the date of grant using
     the Black-Scholes  option-pricing model with the following weighted-average
     assumptions:

<TABLE>
<CAPTION>

                                                         Year Ended December 31,
                                         ------------------------------------------------
                                            2003              2002                2001
                                         ----------  ----------------------     ---------
                                                                  Class A        Class A
                                          Class A     Class A     Special        Special
                                           Common      Common      Common        Common
                                           Stock       Stock       Stock          Stock
                                         ----------  ----------  ----------     ---------
<S>                                             <C>         <C>         <C>           <C>
     Dividend yield.....................        0%          0%          0%            0%
     Expected volatility................     29.2%       28.4%       29.6%         35.6%
     Risk-free interest rate............      3.3%        4.1%        4.9%          5.0%
     Expected option lives (in years)...      6.2         7.0         7.0           7.0
     Forfeiture rate....................      3.0%        3.0%        3.0%          3.0%

</TABLE>


     The pro forma effect on net income (loss) for the years ended  December 31,
     2003,  2002 and 2001 by applying  SFAS No. 123 may not be indicative of the
     pro forma  effect on net income or loss in future  years since SFAS No. 123
     does not take into consideration pro forma compensation  expense related to
     awards made prior to January 1, 1995 and also because  additional awards in
     future years are anticipated.

     Postretirement and Postemployment Benefits

     We charge  to  operations  the  estimated  costs of  retiree  benefits  and
     benefits  for former or inactive  employees,  after  employment  but before
     retirement, during the years the employees provide services.

     Investment Income (Loss), Net
     Investment income (loss), net includes interest income, dividend income and
     gains and losses on the sales and  exchanges of marketable  securities  and
     long-term investments. We recognize realized gains and losses using the


                                      -34-
<PAGE>



COMCAST HOLDINGS CORPORATION AND SUBSIDIARIES
---------------------------------------------

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
YEARS ENDED DECEMBER 31, 2003, 2002 AND 2001 (Continued)


     specific identification method. Investment income (loss), net also includes
     unrealized gains or losses on trading securities, fair value adjustments on
     derivative  instruments and hedged items,  and impairment  losses resulting
     from  adjustments to the net realizable value of certain of our investments
     (see Note 5).

     Income Taxes
     We recognize deferred tax assets and liabilities for temporary  differences
     between the financial  reporting  basis and the tax basis of our assets and
     liabilities   and  expected   benefits  of  utilizing  net  operating  loss
     carryforwards.  The  impact on  deferred  taxes of changes in tax rates and
     laws, if any,  applied to the years during which temporary  differences are
     expected  to be  settled,  are  reflected  in  the  consolidated  financial
     statements in the period of enactment (see Note 9).

     Derivative Financial Instruments
     We use derivative financial instruments for a number of purposes. We manage
     our exposure to  fluctuations  in interest  rates by entering into interest
     rate exchange  agreements  ("Swaps"),  interest rate lock agreements ("Rate
     Locks"),  interest  rate cap  agreements  ("Caps") and interest rate collar
     agreements ("Collars"). We manage our exposure to fluctuations in the value
     of certain of our  investments  by entering into equity  collar  agreements
     ("Equity Collars") and equity put option agreements ("Equity Put Options").
     We make investments in businesses,  to some degree, through the purchase of
     equity call option or call warrant agreements ("Equity Warrants").  We have
     issued indexed debt instruments  ("ZONES") and entered into prepaid forward
     sale agreements  ("Prepaid Forward Sales") whose value, in part, is derived
     from the market value of certain  publicly  traded common  stock,  and have
     also sold call options on certain of our  investments in equity  securities
     in order to monetize a portion of those investments.

     On January 1, 2001,  we adopted SFAS No. 133,  "Accounting  for  Derivative
     Instruments and Hedging  Activities."  SFAS No. 133 established  accounting
     and  reporting  standards for  derivative  instruments,  including  certain
     derivative  instruments embedded in other contracts and hedging activities.
     SFAS No. 133 requires that all derivative  instruments,  whether designated
     in hedging  relationships or not, be recorded on the balance sheet at their
     fair  values.  Upon  adoption of SFAS No. 133,  we  recognized  as income a
     cumulative  effect of accounting  change,  net of related income taxes,  of
     $385 million. The increase in income consisted of a $400 million adjustment
     to record the debt  component of indexed debt at a discount  from its value
     at maturity and $192 million principally related to the reclassification of
     gains   previously   recognized  as  a  component  of   accumulated   other
     comprehensive  income (loss) on our equity derivative  instruments,  net of
     related income taxes of $207 million.

     For derivative  instruments  designated and effective as fair value hedges,
     such as our Equity Collars, Equity Put Options and Fixed to Variable Swaps,
     changes in the fair value of the derivative  instrument  are  substantially
     offset in the  consolidated  statement of operations by changes in the fair
     value of the hedged item.  For  derivative  instruments  designated as cash
     flow  hedges,  such as our  Variable  to Fixed  Swaps and Rate  Locks,  the
     effective  portion of any hedge is reported in other  comprehensive  income
     (loss) until it is recognized  in earnings  during the same period in which
     the hedged item affects earnings.  The ineffective portion of all hedges is
     recognized in current  earnings  each period.  Changes in the fair value of
     derivative instruments that are not designated as a hedge are recorded each
     period in current earnings.

     When a fair value hedge is terminated,  sold, exercised or has expired, the
     adjustment in the carrying amount of the fair value hedged item is deferred
     and  recognized  into  earnings  when  the  hedged  item is  recognized  in
     earnings.  When a hedged  item is settled or sold,  the  adjustment  in the
     carrying  amount of the hedged item is recognized in earnings.  When hedged
     variable rate debt is settled, the previously deferred effective portion of
     the hedge is written off similar to debt extinguishment costs.

     Equity  Warrants and Equity Collars are adjusted to estimated fair value on
     a current basis with the result included in investment  income (loss),  net
     in our consolidated statement of operations.

     Derivative  instruments embedded in other contracts,  such as our ZONES and
     our Prepaid  Forward  Sales,  are separated  into their host and derivative
     financial  instrument  components.  The derivative component is recorded at



                                      -35-
<PAGE>



COMCAST HOLDINGS CORPORATION AND SUBSIDIARIES
---------------------------------------------

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
YEARS ENDED DECEMBER 31, 2003, 2002 AND 2001 (Continued)


     its estimated fair value in our consolidated  balance sheet with changes in
     estimated fair value recorded in investment income (loss), net.

     We  periodically  examine  those  instruments  we use to hedge  exposure to
     interest  rate and equity  price risks to ensure that the  instruments  are
     matched with underlying assets or liabilities, reduce our risks relating to
     interest rates or equity prices and,  through market value and  sensitivity
     analysis,  maintain a high  correlation  to the risk inherent in the hedged
     item. For those instruments that do not meet the above criteria, variations
     in their fair value are  reflected on a current  basis in our  consolidated
     statement of operations.

     We do not hold or issue any derivative  financial  instruments  for trading
     purposes  and are not a party to  leveraged  instruments  (see  Note 7). We
     manage  the  credit  risks   associated   with  our  derivative   financial
     instruments  through the evaluation and monitoring of the  creditworthiness
     of the counterparties. Although we may be exposed to losses in the event of
     nonperformance by the counterparties, we do not expect such losses, if any,
     to be significant.

     Sale of Stock by a  Subsidiary  or Equity  Method  Investee
     Changes  in  our  proportionate   share  of  the  underlying  equity  of  a
     consolidated  subsidiary  or equity  method  investee  that result from the
     issuance of  additional  securities  by such  subsidiary  or  investee  are
     recognized as gains or losses in our  consolidated  statement of operations
     unless  gain  realization  is not assured in the  circumstances.  Gains for
     which  realization  is not assured  are  credited  directly  to  additional
     capital.

     Securities Lending Transactions
     We may enter into  securities  lending  transactions  pursuant  to which we
     require the borrower to provide cash  collateral  equal to the value of the
     loaned  securities,  as  adjusted  for  any  changes  in the  value  of the
     underlying  loaned  securities.  Loaned  securities  for which we  maintain
     effective  control are included in investments in our consolidated  balance
     sheet.

     Reclassifications
     Certain  reclassifications  have been made to the prior years' consolidated
     financial statements to conform to those classifications used in 2003.

3.   RECENT ACCOUNTING PRONOUNCEMENTS

     SFAS No. 143
     The  FASB   issued  SFAS  No.  143,   "Accounting   for  Asset   Retirement
     Obligations," in June 2001. SFAS No. 143 addresses financial accounting and
     reporting  for  obligations  associated  with the  retirement  of  tangible
     long-lived  assets and the associated asset retirement  costs. SFAS No. 143
     is effective  for fiscal years  beginning  after June 15, 2002.  We adopted
     SFAS No. 143 on January 1, 2003.  SFAS No. 143 requires that a liability be
     recognized for an asset retirement  obligation in the period in which it is
     incurred if a reasonable estimate of fair value can be made. Certain of our
     franchise  agreements and leases contain provisions requiring us to restore
     facilities  or remove  equipment  in the event that the  franchise or lease
     agreement  is not renewed.  We expect to  continually  renew our  franchise
     agreements  and have  concluded  that  the  related  franchise  right is an
     indefinite-lived  intangible asset. Accordingly, it is remote that we would
     be required to incur  significant  restoration or removal  costs.  We would
     record an estimated  liability in the unlikely event a franchise  agreement
     containing  such a provision is no longer  expected to be renewed.  We also
     expect  to renew  many of our lease  agreements  related  to the  continued
     operation  of our cable  business  in the  franchise  areas.  For our lease
     agreements,  the liabilities related to the removal provisions, if any, are
     either not estimable due to the wide range of potential expiration dates or
     are not material.

     SFAS No. 148
     The FASB issued SFAS No. 148,  "Accounting for  Stock-Based  Compensation -
     Transition and  Disclosure," in December 2002. SFAS No. 148 amends SFAS No.
     123 to  provide  alternative  methods  of  transition  for an  entity  that
     voluntarily  changes  to the fair  value  based  method of  accounting  for
     stock-based employee compensation.  SFAS No. 148 also amends the disclosure
     provisions  of SFAS No.  123 to  require  disclosure  about the  effects on
     reported


                                      -36-
<PAGE>



COMCAST HOLDINGS CORPORATION AND SUBSIDIARIES
---------------------------------------------

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
YEARS ENDED DECEMBER 31, 2003, 2002 AND 2001 (Continued)


     net income of an  entity's  stock-based  employee  compensation  in interim
     financial statements.  SFAS No. 148 is effective for fiscal years beginning
     after December 31, 2002. We adopted SFAS No. 148 on January 1, 2003. We did
     not change to the fair value based  method of  accounting  for  stock-based
     employee compensation. Accordingly, the adoption of SFAS No. 148 would only
     affect our financial  condition or results of operations if Comcast  elects
     to change to the fair value method specified in SFAS No. 123.

     SFAS No. 149
     In April 2003, the FASB issued SFAS No. 149, "Amendment of Statement 133 on
     Derivative  Instruments and Hedging  Activities."  The Statement amends and
     clarifies   accounting  for  derivative   instruments,   including  certain
     derivative  instruments  embedded  in  other  contracts,  and  for  hedging
     activities  under SFAS No. 133.  SFAS No. 149 is  effective  for  contracts
     entered  into or modified  after June 30, 2003,  for hedging  relationships
     designated after June 30, 2003, and to certain  preexisting  contracts.  We
     adopted SFAS No. 149 on July 1, 2003 on a  prospective  basis in accordance
     with  the new  statement.  The  adoption  of SFAS  No.  149 did not  have a
     material impact on our financial condition or results of operations.

     SFAS No. 150
     In May  2003,  the  FASB  issued  SFAS No.  150,  "Accounting  for  Certain
     Financial Instruments with Characteristics of both Liabilities and Equity."
     This  Statement  establishes  standards  for how an issuer  classifies  and
     measures  certain  financial   instruments  with  characteristics  of  both
     liabilities  and equity.  SFAS No. 150 requires  that an issuer  classify a
     financial  instrument  that is within its scope as a liability  or, in some
     circumstances,  as an asset,  with many such financial  instruments  having
     been  previously  classified as equity.  We adopted SFAS No. 150 on July 1,
     2003.  The  adoption of SFAS No. 150 did not have a material  impact on our
     financial condition or results of operations.

     The FASB is addressing  certain  implementation  issues associated with the
     application  of SFAS No. 150. In October  2003,  the FASB  decided to defer
     certain  provisions  of SFAS No.  150  related  to  mandatorily  redeemable
     financial   instruments   representing    non-controlling    interests   in
     subsidiaries included in consolidated financial statements. We will monitor
     the actions of the FASB and assess the impact,  if any,  that these actions
     may have on our financial statements.

     FIN 45
     In November  2002,  the FASB  issued  Interpretation  No. 45,  "Guarantor's
     Accounting and Disclosure  Requirements for Guarantees,  Including Indirect
     Guarantees of  Indebtedness  of Others"  ("FIN 45").  FIN 45 expands on the
     accounting guidance of SFAS No.'s 5, 57, and 107 and supercedes FIN 34. FIN
     45  clarifies  that a guarantor  is required to disclose in its interim and
     annual financial  statements its obligations under certain  guarantees that
     it has issued, including the nature and terms of the guarantee, the maximum
     potential  amount of future  payments  under the  guarantee,  the  carrying
     amount, if any, for the guarantor's  obligations  under the guarantee,  and
     the nature and extent of any recourse  provisions  or available  collateral
     that would  enable the  guarantor  to recover  the  amounts  paid under the
     guarantee.  FIN 45 also clarifies that, for certain guarantees, a guarantor
     is required to recognize,  at the inception of a guarantee, a liability for
     the fair value of the obligation  undertaken in issuing the guarantee.  FIN
     45 does not prescribe a specific  approach for  subsequently  measuring the
     guarantor's  recognized  liability over the term of the related  guarantee.
     The initial recognition and initial measurement  provisions of FIN 45 apply
     on a  prospective  basis to certain  guarantees  issued or  modified  after
     December 31, 2002. The disclosure  requirements in FIN 45 are effective for
     financial statements of interim or annual periods ending after December 15,
     2002. We adopted the disclosure  provisions of FIN 45 in the fourth quarter
     of 2002 and adopted the initial  recognition and measurement  provisions of
     FIN 45 on January 1, 2003, as required by the Interpretation (see Note 11).
     The impact of the adoption of FIN 45 will depend on the nature and terms of
     guarantees into which we enter or modify in the future.

     FIN 46/FIN 46R
     In January 2003, the FASB issued  Interpretation No. 46,  "Consolidation of
     Variable Interest Entities" ("FIN 46"). We adopted the provisions of FIN 46
     effective  January 1, 2002.  Since our initial  application  of FIN 46, the
     FASB addressed various  implementation  issues regarding the application of
     FIN 46 to entities outside its originally  interpreted  scope,  focusing on
     SPEs. In December 2003, the FASB revised FIN 46 ("FIN 46R"),  which delayed
     the




                                      -37-
<PAGE>


COMCAST HOLDINGS CORPORATION AND SUBSIDIARIES
---------------------------------------------

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
YEARS ENDED DECEMBER 31, 2003, 2002 AND 2001 (Continued)


     required  implementation  date  for  entities  that are not  SPEs.  We have
     elected  to defer  the  adoption  of FIN 46R until  March 31,  2004 for our
     non-SPE  entities,  such as our  equity  method  investments  in  operating
     companies. We are analyzing the effect of FIN 46R on the accounting for our
     equity method investments and do not believe it will have a material impact
     on our financial condition or results of operations.

4.   ACQUISITIONS AND OTHER SIGNIFICANT EVENTS

     2003 Acquisitions
     In  December  2003,  we, in  conjunction  with  affiliates  of the  Chicago
     Blackhawks,  Bulls,  Cubs and White Sox professional  sports teams,  formed
     Comcast SportsNet Chicago. This new 24-hour regional sports network will be
     available  to   approximately   1.5  million  of   Comcast's   Chicago-area
     subscribers  upon its launch in October 2004.  We acquired our  controlling
     interest  in this  network  for  approximately  $87  million  in cash.  The
     preliminary  purchase  price  allocation  resulted in the  recording of $87
     million of contract-related intangibles to be amortized over a period of 15
     years.

     In  December  2003,  we  acquired  the  approximate  8.6%  interest  in TGC
     previously  held by the  Tribune  Company  for $100  million in cash.  This
     amount has been  allocated to cable and satellite  television  distribution
     rights and goodwill pending completion of a valuation.  As a result, we now
     own 99.9% of TGC.

     Sale of QVC
     On September 17, 2003,  we completed the sale to Liberty Media  Corporation
     ("Liberty")  of all  shares  of QVC  common  stock  held by a number of our
     direct  wholly-owned  subsidiaries  for an aggregate value of approximately
     $7.7  billion,  consisting  of $4  billion  principal  amount of  Liberty's
     Floating Rate Senior Notes due 2006 (the "Liberty Notes"), $1.35 billion in
     cash and approximately 218 million shares of Liberty Series A common stock.
     The shares had a fair value on the closing  date of $10.73 per share.  As a
     condition of closing,  certain  equity  awards were required to be settled.
     The cost of settling the awards was  included in costs of the  transaction.
     The  consideration  received,  net of transaction  costs, over our carrying
     value of the net assets of QVC resulted in a gain of  approximately  $3.290
     billion,  net of approximately  $2.865 billion of related income taxes (see
     Note 9).


                                      -38-
<PAGE>


COMCAST HOLDINGS CORPORATION AND SUBSIDIARIES
---------------------------------------------

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
YEARS ENDED DECEMBER 31, 2003, 2002 AND 2001 (Continued)


     The current and noncurrent assets and liabilities of QVC included within
     the related discontinued operations captions are as follows (in millions):


                                                              December 31,
                                                                 2002
                                                                ------

Cash ....................................................       $  276
Accounts receivable, less allowance for doubtful accounts          569
Inventories, net ........................................          479
Other current assets ....................................          157
                                                                ------
     Total current assets of discontinued operations ....       $1,481
                                                                ======

Property and equipment, net of accumulated depreciation .       $  485
Goodwill ................................................          835
Other intangible assets, net of accumulated amortization           170
Other noncurrent assets, net ............................          105
                                                                ------
     Total noncurrent assets of discontinued operations .       $1,595
                                                                ======

Accounts payable ........................................       $  367
Accrued expenses and other current liabilities ..........          449
                                                                ------
     Total current liabilities of discontinued operations       $  816
                                                                ======

Minority interest .......................................       $  867
Other noncurrent liabilities ............................           56
                                                                ------
     Total noncurrent liabilities and minority interest
       of discontinued operations .......................       $  923
                                                                ======

  The results of operations of QVC prior to its disposition are included
  within income from discontinued operations, net of tax as follows (in
  millions):
<TABLE>
<CAPTION>


                                                                  Year Ended December 31,
                                                              2003         2002         2001
                                                            ---------    ---------    ---------

<S>                                                            <C>         <C>         <C>
Revenues .......................................               $2,915      $4,381      $3,917
Income before income taxes and minority interest               $  496      $  624      $  627
Income tax expense .............................               $  184      $  263      $  254

</TABLE>


     For  financial  reporting  purposes,  the QVC  transaction  is presented as
     having occurred on September 1, 2003. As such, the 2003 period includes QVC
     operations through August 31, 2003, as reported to us by QVC.

     In 2002, we had no significant acquisitions.

     2001 Acquisitions and Exchanges
     In 2001,  we acquired the  regional  sports  programming  network Home Team
     Sports  ("HTS")  from  Viacom,  Inc.  ("Viacom")  and  Affiliated  Regional
     Communications, Ltd. ("ARC"), various cable systems serving an aggregate of
     697,000  subscribers  from AT&T,  and  additional  interests in programming
     networks   TGC  and  OLN  from  Fox   Entertainment   Group,   Inc.   ("Fox
     Entertainment").  Upon closing of the OLN  acquisition,  we  exchanged  our
     14.5%  interest  in  the  Speedvision  Network  ("SVN"),  together  with  a
     previously made loan, for Fox Entertainment's  interest in OLN and recorded
     to other income a pre-tax gain of $107 million, representing the difference
     between the  estimated  fair value of our interest in SVN as of the closing
     date of the  transaction  and our  cost  basis  in SVN.  In  2001,  we also
     completed   our  cable  systems   exchange  with  Adelphia   Communications
     Corporation ("Adelphia").

                                      -39-
<PAGE>



COMCAST HOLDINGS CORPORATION AND SUBSIDIARIES
---------------------------------------------

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
YEARS ENDED DECEMBER 31, 2003, 2002 AND 2001 (Continued)


     We recorded to other income a pre-tax gain of $1.199 billion,  representing
     the difference between the estimated fair value of $1.799 billion as of the
     closing  date  of the  transaction  and  our  cost  basis  in  the  systems
     exchanged.

     The  acquisitions  we completed  during 2001 were  accounted  for under the
     purchase  method of accounting.  As such, our results include the operating
     results of the acquired businesses from the dates of acquisition. A summary
     of our  acquisitions  and cable  systems  exchange  for 2001 is as  follows
     (dollars in millions):

<TABLE>
<CAPTION>

                              % Interest
    Acquisition/Exchange        Acquired        Date             Seller                 Consideration            Value
----------------------------- ------------ --------------- ------------------- -------------------------------- --------
<S>                              <C>               <C>                                  <C>                         <C>
OLN                              83.2%     October 30      Fox Entertainment   Cash and 14.5% interest in SVN       $512

AT&T Cable System                 100%        June 30      AT&T                Cash                                 $519

TGC                              30.8%         June 8      Fox Entertainment   Cash                                 $365

AT&T Cable Systems                100%       April 30      AT&T                63.9 million shares of AT&T        $1,423
                                                                               common stock

HTS                               100%    February 14      Viacom and ARC      Cable distribution of                $240
                                                                               programming

Adelphia Exchange                 100%      January 1      Adelphia            Cable systems                      $1,799



     Our cable systems  exchange  with Adelphia and certain of our  acquisitions
     did  not  result  in cash  payments  but  affected  recognized  assets  and
     liabilities (see Note 10).

     Unaudited Pro Forma Information
     The following  unaudited pro forma information has been presented as if the
     acquisitions  and cable  systems  exchange we made in 2001 each occurred on
     January  1,  2000.  This  information  is based on  historical  results  of
     operations,  adjusted  for  acquisition  costs,  and,  in  the  opinion  of
     management,  is not  necessarily  indicative of what the results would have
     been had we operated the entities acquired since such dates.


                                                                             (Amounts in millions)
                                                                            Year Ended December 31,
                                                                                     2001
                                                                                  ----------

     Revenues...........................................................              $6,190
     Income before cumulative effect of accounting change...............              $  149
     Net income.........................................................              $  534

     Pro forma information reflecting our 2003 acquisitions is not presented due
to immateriality.

</TABLE>

                                      -40-
<PAGE>



COMCAST HOLDINGS CORPORATION AND SUBSIDIARIES
---------------------------------------------

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
YEARS ENDED DECEMBER 31, 2003, 2002 AND 2001 (Continued)


5.   INVESTMENTS

                                    December 31,
                                  2003        2002
                                 ------      ------
                                (Dollars in millions)

Fair value method
     AT&T Corp. ...........      $           $  287
     Liberty ..............       2,644          43
     Sprint Corp. PCS Group         349         369
     Other ................          41          24
                                 ------      ------
                                  3,034         723

Equity method .............         329         284
Cost method ...............         139         104
                                 ------      ------
     Total investments ....       3,502       1,111

Less, current investments .         139         517
                                 ------      ------
Noncurrent investments ....      $3,363      $  594
                                 ======      ======

     Fair Value Method
     We hold unrestricted  equity  investments which we account for as available
     for sale or trading  securities in certain publicly traded  companies.  The
     net unrealized pre-tax gains on investments  accounted for as available for
     sale  securities  as of  December  31, 2003 and 2002 of $42 million and $70
     million, respectively, have been reported in our consolidated balance sheet
     principally as a component of other  comprehensive  income  (loss),  net of
     related deferred income taxes of $15 million and $25 million, respectively.

     The  cost,  fair  value and  unrealized  gains and  losses  related  to our
     available for sale securities are as follows:


                                     December 31,
                                   2003        2002
                                  -----       -----
                                (Dollars in millions)

Cost ............                 $  44       $ 269
Unrealized gains                     43          71
Unrealized losses                    (1)         (1)
                                  -----       -----

Fair value ......                 $  86       $ 339
                                 ======      ======


     Proceeds  from the sales of  available  for sale  securities  for the years
     ended December 31, 2003, 2002 and 2001 were $1.2 billion,  $.85 billion and
     $.71 billion, respectively.  Gross realized gains and losses on these sales
     for the years ended  December  31,  2003,  2002 and 2001 were $23  million,
     ($47) million and $10 million, respectively.

     The Liberty Notes and shares of Liberty  common stock  received in the sale
     of QVC have been  registered  with the SEC pursuant to the sale  agreement.
     During 2003, we sold all $4.0 billion principal amount of the Liberty Notes
     for net  proceeds of  approximately  $4.0  billion.  In December  2003,  we
     entered  into a ten year  prepaid  forward  sale of 100  million  shares of
     Liberty common stock and we received $894 million in cash. At maturity, the
     counterparty  is  entitled  to receive  between 71 million  and 100 million
     shares of Liberty  common  stock,  or an  equivalent  amount of cash at our
     option,  based upon the market  value of Liberty  common stock at the time.
     The shares of Liberty common stock are classified as trading securities.



                                      -41-
<PAGE>


COMCAST HOLDINGS CORPORATION AND SUBSIDIARIES
---------------------------------------------

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
YEARS ENDED DECEMBER 31, 2003, 2002 AND 2001 (Continued)


     In August  2001,  we entered  into a ten year  prepaid  forward sale of 4.0
     million  shares of Sprint PCS common  stock and we received  $78 million in
     cash.  At maturity,  the  counterparty  is entitled to receive  between 2.5
     million and 4.0 million shares of Sprint PCS common stock, or an equivalent
     amount of cash at our  option,  based upon the  market  value of Sprint PCS
     common stock at that time.

     We separated  both of the prepaid  forward  sales into their  liability and
     derivative  components and recorded both  components of the prepaid forward
     sales obligations to other long-term  liabilities.  We record the change in
     the  fair  value  of the  derivative  component  and the  accretion  of the
     liability component to investment income (loss), net.

     We  reclassified  our  investment  in Sprint PCS from an available for sale
     security to a trading  security in connection with the adoption of SFAS No.
     133 in 2001.  In  connection  with this  reclassification,  we  recorded to
     investment  income (loss),  net the  accumulated  unrealized gain of $1.092
     billion on our investment in Sprint PCS, which was previously recorded as a
     component of accumulated other comprehensive income (loss).

     Equity Method
     Our recorded  investments  exceed our  proportionate  interests in the book
     value of the  investees'  net assets by $283 million and $253 million as of
     December  31,  2003 and  2002,  respectively  (principally  related  to our
     investments in Susquehanna Cable and Discovery Health, LLC). As a result of
     the  adoption of SFAS No. 142, we do not  amortize the portion of the basis
     difference  attributable  to goodwill but will continue to test such excess
     for  impairment  in  accordance  with APB Opinion 18, "The Equity Method of
     Accounting for Investments in Common Stock."

     Equity in net losses of  affiliates  for the year ended  December  31, 2002
     includes  impairment  losses of $31 million,  related  principally to other
     than  temporary  declines in our  investments in and advances to certain of
     our equity method investees.

     Summarized  financial  information for investments  deemed  significant and
     accounted for under the equity method was as follows (amounts in millions):

<TABLE>
<CAPTION>

                                         (A) GSI Commerce, Inc.            Broadnet Consorcio, S.A.
                            .           ------------------------        ----------------------------
                                              December 31,                      December 31,
                                                  2002                     2003              2002
                                                --------                -----------       ----------
<S>                                              <C>                         <C>             <C>
Current assets..........................         $105                        $3              $16
Noncurrent assets.......................           83                        42               52
Current liabilities ....................           67                        37               20
Noncurrent liabilities .................            0                        34               25



                                           (A) GSI Commerce, Inc.          Broadnet Consorcio, S.A.
                                      ---------------------------------   ---------------------------------
                                             For the years ended                 For the years ended
                                                December 31,                        December 31,
                                        2003        2002        2001        2003        2002        2001
                                      ---------   ---------   ---------   ---------   ---------   ---------
Revenues..............................   $147        $173        $103         $3          $1         $24
Operating loss........................    (16)        (30)        (34)       (17)        (23)         (1)
Loss from continuing operations
     before extraordinary items and
     cumulative effect of accounting
     change...........................    (15)        (34)        (31)       (18)        (23)         (1)
Net loss..............................    (15)        (34)        (31)       (18)        (23)         (1)

</TABLE>


(A)  GSI Commerce, Inc. was an equity method investment of QVC, and such amounts
     are included within  discontinued  operations for all periods through QVC's
     sale date (see Note 4).


                                      -42-
<PAGE>



COMCAST HOLDINGS CORPORATION AND SUBSIDIARIES
---------------------------------------------

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
YEARS ENDED DECEMBER 31, 2003, 2002 AND 2001 (Continued)

<TABLE>
<CAPTION>


     Investment Income (Loss), Net
     Investment income (loss), net includes the following (in millions):


                                                                        Year Ended December 31,
                                                                      2003        2002        2001
                                                                     -------    -------    -------

<S>                                                                  <C>        <C>        <C>
Interest and dividend income ...............................         $    69    $    34    $    59
Gains (losses) on sales and exchanges of investments, net ..              24        (48)       485
Investment impairment losses ...............................             (71)      (247)      (972)
Reclassification of unrealized gains .......................                                 1,330
Unrealized gains (losses) on trading securities ............             314     (1,446)       285
Mark to market adjustments on derivatives related to trading
     securities ............................................            (164)     1,182       (227)
Mark to market adjustments on derivatives and hedged items .                        (71)        26
                                                                     -------    -------    -------
     Investment income (loss), net .........................         $   172    ($  596)   $   986
                                                                     =======    =======    =======
</TABLE>


     Gains  (losses) on sales and exchanges of  investments,  net in 2001 relate
     principally to our investment in At Home.

     The  investment  impairment  losses for the years ended  December 31, 2003,
     2002 and 2001 relate  principally to other than  temporary  declines in our
     investment in AT&T.

6.   GOODWILL AND INTANGIBLE ASSETS

     The changes in the  carrying  amount of goodwill by business  segment  (see
     Note 12) for the periods presented are as follows (in millions):


                                              Corporate
                                   Cable      and Other       Total
                                  ------       ------        ------

Balance, December 31, 2002.....   $4,693       $  918        $5,611
Acquisitions ..................                    52            52
Intersegment transfers ........       20          (20)
                                  ------       ------        ------
Balance, December 31, 2003.....   $4,713       $  950        $5,663
                                 =======       ======        ======

     During 2003, we acquired an additional interest in TGC (see Note 4). A
     portion of the purchase price was allocated to goodwill.



                                      -43-
<PAGE>


COMCAST HOLDINGS CORPORATION AND SUBSIDIARIES
---------------------------------------------

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
YEARS ENDED DECEMBER 31, 2003, 2002 AND 2001 (Continued)


     The gross carrying amount and accumulated amortization of our intangible
     assets subject to amortization are as follows (in millions):

<TABLE>
<CAPTION>

                                              As of December 31, 2003            As of December 31, 2002
                                          --------------------------------   -------------------------------
                                              Gross                              Gross
                                            Carrying         Accumulated       Carrying       Accumulated
                                             Amount         Amortization        Amount        Amortization
                                          -------------    ---------------   -------------  ----------------
<S>                                              <C>             <C>               <C>            <C>
Cable and satellite television
     distribution rights.................        $1,278            ($419)          $1,177         ($261)
Cable franchise renewal costs and
     contractual operating rights........           326             (110)             313           (99)
Computer software........................            91              (52)              78           (36)
Programming costs and rights.............           338             (274)             188          (143)
Non-competition agreements and other.....           339             (167)             243          (149)
                                          -------------    -------------    -------------  ------------
                                                 $2,372          ($1,022)          $1,999         ($688)
                                          -------------    -------------    -------------  ------------

</TABLE>


     As of December 31, 2003, the weighted average  amortization  period for our
     intangible  assets  subject  to  amortization  is 7.3 years  and  estimated
     related  amortization  expense for each of the five years ended December 31
     is as follows (in millions):


                     2004............................. $202
                     2005............................. $189
                     2006............................. $162
                     2007............................. $105
                     2008............................. $96

     The following pro forma  financial  information  for 2003, 2002 and 2001 is
     presented as if SFAS No. 142 was adopted as of January 1, 2001  (amounts in
     millions, except per share data):
<TABLE>
<CAPTION>


                                                                         Years Ended December 31,
                                                                   2003            2002            2001
                                                                -----------     ----------     ------------
Net Income (Loss)
<S>                                                                  <C>              <C>              <C>
   As reported...............................................        $4,028           ($20)          $  609
     Amortization of goodwill from continuing operations.....                                           299
     Amortization of goodwill from discontinued operations...                                            36
     Amortization of equity method goodwill..................                                            15
     Amortization of franchise rights........................                                         1,083
                                                                -----------     ----------     ------------
   As adjusted...............................................        $4,028           ($20)          $2,042
                                                                ===========     ==========     ============

</TABLE>

                                      -44-
<PAGE>



COMCAST HOLDINGS CORPORATION AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
YEARS ENDED DECEMBER 31, 2003, 2002 AND 2001 (Continued)


7.   LONG-TERM DEBT

<TABLE>
<CAPTION>

                                                                               December 31,
                                                                            2003          2002
                                                                         ----------    ----------
                                                                              (in millions)
                                                                         ----------    ----------
<S>                                                                        <C>            <C>
Notes payable to banks due in installments through 2009 ......             $    2         $  837
6.20% - 6-7/8% Senior notes, due 2006-2011 ...................              3,031          3,053
7-1/8% - 7-5/8% Senior notes, due 2008-2013 ..................              1,103          1,105
8-1/8% - 8-7/8% Senior notes, due 2004-2027 ..................              2,645          2,653
8-1/4% - 10-5/8% Senior subordinated debentures, due 2006-2012                372            521
Zero Coupon Convertible Debentures, due 2020 .................                                86
ZONES due 2029 ...............................................                783            699
Other, including capital lease obligations ...................                265            325
                                                                           ------         ------
                                                                            8,201          9,279
Less current portion .........................................                373             23
                                                                           ------         ------
                                                                           $7,828         $9,256
                                                                           ======         ======

</TABLE>


     Maturities of long-term debt outstanding as of December 31, 2003 for the
     four years after 2004 are as follows (in millions):

                    2005................................  $711
                    2006................................  $645
                    2007................................  $856
                    2008............................... $1,141

     The Cross-Guarantee Structure
     To simplify Comcast's capital  structure,  Comcast and certain of its cable
     holding company subsidiaries, including our wholly-owned subsidiary Comcast
     Cable   Communications,   LLC  ("Comcast  Cable"),   have   unconditionally
     guaranteed  each  other's debt  securities  and  indebtedness  for borrowed
     money, including amounts outstanding under Comcast's new credit facilities.
     As of December 31, 2003,  $20.866 billion of Comcast's debt securities were
     entitled to the benefits of the cross-guarantee structure, including $6.909
     billion of Comcast Cable's debt securities. Comcast Holdings Corporation is
     not a  guarantor,  and none of its debt is  guaranteed.  As of December 31,
     2003,   $1.024  billion  of  debt  was  outstanding  at  Comcast   Holdings
     Corporation.

     Repayments and Redemptions of Debt
     During 2003, we borrowed  $1.260  billion and repaid $2.387  billion of our
     debt. We reduced our total debt outstanding by $1.078 billion  primarily as
     a result of our net debt repayments.

     We used  the  proceeds  from  these  borrowings,  as  well as the  proceeds
     received  in  connection  with the sales of QVC and the Liberty  Notes,  to
     repay our debt, including  substantially all of our notes payable to banks,
     and to repay certain of Comcast's bank credit facilities (see Note 13).

     Zero Coupon Convertible Debentures
     During  the years  ended  2003 and 2002,  we  repurchased  from  holders an
     aggregate of $86 million and $1.023 billion,  respectively,  accreted value
     of Zero Coupon Debentures.  The 2003 repurchases were financed with cash on
     hand and the 2002 repurchases were financed primarily from borrowings under
     our credit  facilities.  As of December 31, 2003,  substantially all of our
     Zero Coupon Debentures have been repurchased.



                                      -45-
<PAGE>



COMCAST HOLDINGS CORPORATION AND SUBSIDIARIES
---------------------------------------------

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
YEARS ENDED DECEMBER 31, 2003, 2002 AND 2001 (Continued)


     ZONES
     At maturity,  holders of our 2.0% Exchangeable  Subordinated Debentures due
     2029 (the  "ZONES")  are entitled to receive in cash an amount equal to the
     higher of the  principal  amount of the ZONES or the market value of Sprint
     PCS common  stock.  Prior to maturity,  each ZONES is  exchangeable  at the
     holders'  option for an amount of cash equal to 95% of the market  value of
     Sprint PCS Stock.  As of December 31, 2003, the number of Sprint PCS shares
     we held exceeded the number of ZONES outstanding.

     We  separated  the  accounting  for the  ZONES  into  derivative  and  debt
     components.  We  record  the  change  in the fair  value of the  derivative
     component of the ZONES (see Note 5) and the change in the carrying value of
     the debt component of the ZONES as follows (in millions):



                                                          Year Ended
                                                      December 31, 2003
                                                     ---------------------
Balance at Beginning of Year:
Debt component.....................................             $491
Derivative component...............................              208
                                                           ---------
Total                                                            699

Change in debt component  to interest expense......               24
Change in derivative component to investment
income (loss), net.................................               60

Balance at End of Year:
Debt component.....................................              515
Derivative component...............................              268
                                                           ---------
Total                                                           $783
                                                           =========

     Interest Rates
     Excluding the derivative component of the ZONES whose changes in fair value
     are recorded to  investment  income  (loss),  net, our  effective  weighted
     average  interest rate on our total debt outstanding was 7.56% and 7.08% as
     of December 31, 2003 and December 31, 2002, respectively.

     Interest Rate Risk Management
     We are exposed to the market risk of adverse  changes in interest rates. To
     manage  the  volatility  relating  to these  exposures,  our  policy  is to
     maintain a mix of fixed and  variable  rate debt and to enter into  various
     interest rate derivative transactions as described below.

     Using Swaps, we agree to exchange,  at specified intervals,  the difference
     between fixed and variable  interest amounts  calculated by reference to an
     agreed-upon  notional  principal  amount.  Rate Locks are used to hedge the
     risk that the cash flows related to the interest payments on an anticipated
     issuance  or  assumption  of fixed rate debt may be  adversely  affected by
     interest  rate  fluctuations.  Caps are used to lock in a maximum  interest
     rate should  variable  rates  rise,  but enable us  otherwise  to pay lower
     market rates. Collars limit our exposure to and benefits from interest rate
     fluctuations on variable rate debt to within a certain range of rates.

     All derivative  transactions must comply with a board-approved  derivatives
     policy.  In  addition to  prohibiting  the use of  derivatives  for trading
     purposes or that increase risk, this policy requires  quarterly  monitoring
     of the portfolio,  including portfolio  valuation,  measuring  counterparty
     exposure and performing sensitivity analyses.



                                      -46-
<PAGE>



COMCAST HOLDINGS CORPORATION AND SUBSIDIARIES
---------------------------------------------

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
YEARS ENDED DECEMBER 31, 2003, 2002 AND 2001 (Continued)


     The following table summarizes the terms of our existing Swaps. As of
     December 31, 2003, all of our Swaps are with Comcast and have identical
     terms to the Swaps that Comcast has entered into with third party
     counterparties (dollars in millions):

<TABLE>
<CAPTION>


                                     Notional                       Average           Average        Estimated
                                      Amount        Maturities      Pay Rate       Receive Rate     Fair Value
                                   -------------  --------------  ------------   ----------------- -------------
<S>                                   <C>           <C>  <C>          <C>              <C>             <C>
     As of December 31, 2003
     -----------------------
     Fixed to Variable Swaps          $1,550        2006-2009         4.4%             6.5%            ($20)

     As of December 31, 2002
     -----------------------
     Variable to Fixed Swaps          $   35           2003           5.0%             1.4%             ($1)

</TABLE>


     The  notional  amounts of interest  rate  instruments,  as presented in the
     above table, are used to measure interest to be paid or received and do not
     represent the amount of exposure to credit loss.  The estimated  fair value
     approximates  the costs to settle the outstanding  contracts.  While Swaps,
     Rate Locks,  Caps and Collars  represent  an integral  part of our interest
     rate risk  management  program,  their  effect on interest  expense for the
     years ended December 31, 2003, 2002 and 2001 was not significant.

     Estimated Fair Value
     Our debt had estimated  fair values of $9.033 billion and $9.496 billion as
     of December 31, 2003 and 2002,  respectively.  The estimated  fair value of
     our publicly  traded debt is based on quoted  market  prices for that debt.
     Interest rates that are currently available to us for issuance of debt with
     similar terms and remaining  maturities are used to estimate fair value for
     debt issues for which quoted market prices are not available.

     Debt Covenants
     Certain of our  subsidiaries'  loan  agreements  require  that we  maintain
     financial  ratios  based on debt,  interest  and  operating  income  before
     depreciation and amortization,  as defined in the agreements.  In addition,
     certain of our subsidiary loan agreements contain  restrictions on dividend
     payments  and  advances  of funds  to us.  We were in  compliance  with all
     financial covenants for all periods presented.

     As of December 31, 2003,  restricted  net assets of our  subsidiaries  were
     approximately $368 million.

     Lines and Letters of Credit

     As of December 31, 2003,  certain of our  subsidiaries  had unused lines of
     credit of $2.508 billion under their respective credit facilities.

     On January 8, 2004,  Comcast  refinanced  three of its  existing  revolving
     credit facilities, including Comcast Cable's $2.25 billion credit facility,
     with a new $4.5  billion,  five-year  revolving  bank credit  facility  due
     January 2009. As of January 8, 2004,  amounts  available under our lines of
     credit totaled $287 million.

     As of December 31, 2003, certain of our subsidiaries had unused irrevocable
     standby letters of credit totaling $42 million to cover potential  fundings
     under various agreements.

8.   STOCKHOLDERS' EQUITY

     Preferred Stock
     We are  authorized to issue,  in one or more series,  up to a maximum of 20
     million  shares  of  preferred   stock.  We  can  issue  shares  with  such
     designations,   preferences,   qualifications,   privileges,   limitations,
     restrictions,  options,  conversion  rights  and other  special  or related
     rights as our board of directors shall from time to time fix by resolution.


                                      -47-
<PAGE>



COMCAST HOLDINGS CORPORATION AND SUBSIDIARIES
---------------------------------------------

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
YEARS ENDED DECEMBER 31, 2003, 2002 AND 2001 (Continued)


     Our  Series B  Preferred  Stock had a 5.25%  pay-in-kind  annual  dividend.
     Dividends were paid quarterly  through the issuance of additional shares of
     our Series B Preferred  Stock. In March 2001, we issued  approximately  4.2
     million  shares  of our  Class A  Special  common  stock to the  holder  in
     connection with the holder's  election to convert the remaining $60 million
     at redemption value of Series B Preferred Stock.

     Common Stock
     Our Class A Special  common stock is generally  nonvoting and each share of
     our Class A common stock is entitled to one vote. Each share of our Class B
     common  stock is entitled  to fifteen  votes.  The Class B common  stock is
     convertible, share for share, into Class A or Class A Special common stock,
     subject to certain restrictions.

     Board-Authorized Repurchase Program
     As part of a previous Board-authorized  repurchase program, we sold Comcast
     Put  Options on shares of our Class A Special  common  stock  that  expired
     unexercised in 2001.

     The following table summarizes our share activity for the three years ended
     December 31, 2003:

<TABLE>
<CAPTION>


                                                        Common Stock
                                        ----------------------------------------------
                                     Series B
                                     Preferred                    Class A
                                      Stock        Class A        Special        Class B
                                   -----------    -----------   -----------   -----------

<S>              <C>                    <C>        <C>          <C>             <C>
Balance, January 1, 2001 .......        59,450     21,832,250   908,015,192     9,444,375

Stock compensation plans .......                       (2,828)    2,515,538
Retirement of common stock .....                                   (808,000)
Conversion of Series B Preferred       (59,450)                   4,208,824
                                   -----------    -----------   -----------   -----------

Balance, December 31, 2001 .....                   21,829,422   913,931,554     9,444,375

Stock compensation plans .......                                  1,803,330
Retirement of common stock .....                     (238,307)
Employee Stock Purchase Plan ...                                    463,635
                                   -----------    -----------   -----------   -----------

Balance, December 31, 2002 .....                   21,591,115   916,198,519     9,444,375
                                   -----------    -----------   -----------   -----------

Balance, December 31, 2003 .....                   21,591,115   916,198,519     9,444,375
                                   ===========    ===========   ===========   ===========

</TABLE>


     Stock-Based Compensation Plans
     As of  December  31,  2003,  Comcast  and  our  subsidiaries  have  several
     stock-based compensation plans for certain employees,  officers,  directors
     and other persons designated by the applicable  compensation  committees of
     Comcast's  and our  subsidiaries'  boards  of  directors.  These  plans are
     described below.

     Comcast  Option  Plans.  Comcast  maintains  stock option plans for certain
     employees,  directors and other persons under which fixed stock options are
     granted and the option price is generally not less than the fair value of a
     share of the  underlying  stock at the  date of  grant  (collectively,  the
     "Comcast Option Plans"). Under the Comcast Option Plans, 204 million shares
     of Comcast's  Class A and Class A Special  common stock, a portion of which
     is  attributable  to our  employees,  were  reserved for issuance  upon the
     exercise of options,  including those  outstanding as of December 31, 2003.
     Option  terms are  generally  ten years,  with options  generally  becoming
     exercisable between two and 9 1/2 years from the date of grant.



                                      -48-
<PAGE>

COMCAST HOLDINGS CORPORATION AND SUBSIDIARIES
---------------------------------------------
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
YEARS ENDED DECEMBER 31, 2003, 2002 AND 2001 (Continued)


     The administration of Comcast's stock option plans does not provide for the
     separate determination of certain disclosures for our company. The required
     information is provided on a consolidated  basis in Comcast's Annual Report
     on Form 10-K for the year ended December 31, 2003.

     Subsidiary Option Plans.  Certain of our subsidiaries  maintain combination
     stock option/stock  appreciation  rights ("SAR") plans  (collectively,  the
     "Tandem  Plans") for employees,  officers,  directors and other  designated
     persons.  Under the Tandem  Plans,  the option price is generally  not less
     than the fair value, as determined by an independent appraisal,  of a share
     of the  underlying  common  stock at the  date of  grant.  If the  eligible
     participant  elects the SAR feature of the Tandem  Plans,  the  participant
     receives  75% of the excess of the fair value of a share of the  underlying
     common stock over the exercise  price of the option to which it is attached
     at the exercise date. The holders of a majority of the outstanding  options
     have  stated an  intention  not to  exercise  the SAR feature of the Tandem
     Plans. Because the exercise of the option component is more likely than the
     exercise of the SAR feature,  compensation expense is measured based on the
     stock option  component.  Under the Tandem Plans,  option/SAR terms are ten
     years  from  the  date  of  grant,  with  options/SARs  generally  becoming
     exercisable over four to five years from the date of grant.

     Other Stock-Based Compensation Plans
     Comcast  maintains  a  restricted  stock plan u nder  which our  management
     employees may be granted  restricted  share awards in Comcast's  Class A or
     Class A Special  common  stock (the  "Restricted  Stock  Plan").  The share
     awards vest annually, generally over a period not to exceed five years from
     the date of the award, and do not have voting rights. At December 31, 2003,
     there were  138,000  shares of  Comcast's  Class A common stock and 380,000
     shares of Comcast's Class A Special common stock issuable to our management
     employees in connection with  restricted  share awards under the Restricted
     Stock  Plan,  of which  25,000  shares and  142,000  shares  were issued in
     January 2004, respectively.

     The following table summarizes  information related to Comcast's Restricted
     Stock Plan:

<TABLE>
<CAPTION>


                                                                     Year Ended December 31,
                                                                2003           2002           2001
                                                              ---------      ---------       -------
Restricted Stock Plan
<S>                                                               <C>           <C>               <C>
Share awards granted (in thousands) ..................            138           61                157
Weighted-average fair value per share at date of grant         $31.72       $28.47             $39.52
Compensation expense (in millions) ...................         $    6       $    8             $    9

</TABLE>


9.   INCOME TAXES

     Prior to Comcast's acquisition of Broadband, we joined with our 80% or more
     owned  subsidiaries  and filed a  consolidated  federal  income tax return.
     Effective with the date of the Broadband acquisition, we have joined in the
     filing of a consolidated federal income tax return with Comcast. Subsequent
     to the  Broadband  acquisition,  Comcast  allocates  income tax  expense or
     benefit  to us as if  we  were  filing  separate  income  tax  returns.  E!
     Entertainment  has filed separate  consolidated  federal income tax returns
     for all years presented.

     Pursuant to the terms of our tax sharing  arrangement,  federal  income tax
     benefits  from both losses and tax credits are made  available  to us as we
     are able to realize  such  benefits  on a  separate  return  basis.  We owe
     Comcast for federal  income  taxes an amount  equal to the amount of tax we
     would pay if we filed a  separate  tax  return  (see Note 10).  Income  tax
     expense (benefit) consists of the following components (in millions):



                                      -49-
<PAGE>

COMCAST HOLDINGS CORPORATION AND SUBSIDIARIES
---------------------------------------------
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
YEARS ENDED DECEMBER 31, 2003, 2002 AND 2001 (Continued)


<TABLE>
<CAPTION>

                                                                               Year Ended December 31,
                                                                         2003           2002           2001
                                                                       ---------      ---------      ---------

     Current expense (benefit)
<S>                                                                        <C>             <C>            <C>
     Federal.........................................................      ($356)          ($89)          $418
     State...........................................................        (48)            38             51
                                                                       ---------      ---------      ---------
                                                                            (404)           (51)           469
                                                                       ---------      ---------      ---------

     Deferred expense (benefit)
     Federal.........................................................        714             23           (266)
     State...........................................................         11             12             13
                                                                       ---------      ---------      ---------
                                                                             725             35           (253)
                                                                       ---------      ---------      ---------
     Income tax expense (benefit)....................................       $321          ($16)           $216
                                                                       =========      =========      =========

     Our effective income tax expense differs from the statutory amount because
     of the effect of the following items (in millions):

                                                                               Year Ended December 31,
                                                                         2003           2002            2001
                                                                       ---------      ---------      ----------

     Federal tax at statutory rate...................................       $331           ($70)           $80
     Non-deductible depreciation and amortization....................                                       91
     State income taxes, net of federal benefit......................        (24)            33             42
     Foreign income and equity in net losses of affiliates...........         (1)            (4)             4
     Adjustments to prior year accrual...............................         15             25
     Other...........................................................                                       (1)
                                                                       ---------      ---------      ----------

     Income tax expense (benefit)....................................       $321           ($16)          $216
                                                                       =========      =========      =========

</TABLE>

     Our net deferred tax  liability  consists of the following  components  (in
     millions):

<TABLE>
<CAPTION>

                                                                              December 31,
                                                                         2003             2002
                                                                       ---------        ---------

Deferred tax assets:
<S>                                                                      <C>              <C>
   Net operating loss carryforwards ....................                 $  184           $  314
   Differences between book and tax basis of investments                                      94
   Non- deductible accruals and other ..................                    149              165
                                                                         ------           ------
                                                                            333              573
                                                                         ------           ------

Deferred tax liabilities:
   Temporary differences, principally book and tax basis
     of property and equipment and intangible assets ...                  7,292            6,873
   Differences between book and tax basis
     of investments ....................................                    732
   Differences between book and tax basis of
     indexed debt securities ...........................                    623              576
                                                                         ------           ------
                                                                          8,647            7,449
                                                                         ------           ------
Net deferred tax liability .............................                 $8,314           $6,876
                                                                         ======           ======

</TABLE>




                                      -50-
<PAGE>


COMCAST HOLDINGS CORPORATION AND SUBSIDIARIES
---------------------------------------------

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
YEARS ENDED DECEMBER 31, 2003, 2002 AND 2001 (Continued)


     We  recorded  $725  million  and  $837  million  of  deferred   income  tax
     liabilities  in 2003  through  income tax expense and gain on  discontinued
     operations,  respectively. We recorded decreases of $9 million, $73 million
     and $149 million to deferred income tax liabilities in 2003, 2002 and 2001,
     respectively,  in connection with  unrealized  gains (losses) on marketable
     securities  and cash flow hedges that are  included in other  comprehensive
     income (loss).  We recorded $207 million of deferred income tax liabilities
     in 2001 in  connection  with the  cumulative  effect of  accounting  change
     related to the adoption of SFAS No. 133 (see Note 2).

     We have  recorded  net  deferred  tax  liabilities  of $26  million and $46
     million as of  December  31,  2003 and 2002,  respectively,  that have been
     included in current liabilities,  related primarily to current investments.
     We have net operating loss  carryforwards,  primarily state, that expire in
     periods  through 2023.  The  determination  of the state net operating loss
     carryforwards are dependent upon the subsidiaries'  taxable income or loss,
     apportionment  percentages,  and other  respective  state  laws,  which can
     change year-to-year and impact the amount of such carryforward.

10.  STATEMENT OF CASH FLOWS - SUPPLEMENTAL INFORMATION

     The  following  table   summarizes  the  fair  values  of  the  assets  and
     liabilities  associated with our acquisitions  through noncash transactions
     (see Note 4) (in millions):

                                                        Year Ended December 31,
                                                                  2001
                                                              ------------

     Current assets.................................                $   57
     Property and equipment.........................                   580
     Intangible assets..............................                 3,043
     Current liabilities............................                   (37)
     Deferred income taxes..........................                   (77)
                                                              ------------
          Net assets acquired.......................                $3,566
                                                              ============

     The following  table  summarizes  our cash payments for interest and income
     taxes (in millions):


                                               Year Ended December 31,
                                              2003      2002       2001
                                            --------  --------   --------
Interest...............................       $  639     $667       $631
Income taxes...........................       $1,407     $ 32       $344

     During 2003,  Comcast  transferred  certain  assets to us through  non-cash
     intercompany  transactions  in the  amount of $158  million.  During  2002,
     Comcast made a non-cash  capital  contribution  to us of $220  million.  In
     addition, during 2002, we transferred certain assets to Comcast in exchange
     for a note receivable of $191 million (see Note 13).

     Cash payments for income taxes during 2003 include  $1.330  billion paid to
     Comcast, primarily as a result of our sale of QVC (see Notes 4 and 9).

     The Liberty shares and Liberty Notes  received in connection  with the sale
     of QVC are non-cash investing activities (see Note 4).

11.  COMMITMENTS AND CONTINGENCIES

     Commitments
     Our programming  networks have entered into license agreements for programs
     and sporting  events that are  available  for  telecast.  In addition,  we,
     through Comcast-Spectacor, have employment agreements with both players and
     coaches of our  professional  sports  teams.  Certain  of these  employment
     agreements,  which provide for payments that


                                      -51-

<PAGE>


COMCAST HOLDINGS CORPORATION AND SUBSIDIARIES
---------------------------------------------

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
YEARS ENDED DECEMBER 31, 2003, 2002 AND 2001 (Continued)

     are guaranteed regardless of employee injury or termination, are covered by
     disability insurance if certain conditions are met.

     The following table summarizes our minimum annual commitments under program
     license  agreements  and our minimum annual rental  commitments  for office
     space,  equipment and transponder  service agreements under  noncancellable
     operating leases as of December 31, 2003 (in millions):


                                   Programming       Operating
                                    Agreements        Leases        Total
                                  --------------   -------------  ----------


     2004.......................      $121             $100          $221

     2005.......................       173               72           245

     2006.......................       181               61           242

     2007.......................       180               53           233

     2008.......................       180               43           223

     Thereafter.................     1,758              161         1,919


     The following table summarizes our rental expense charged to operations (in
     millions):


                                               Year Ended December 31,
                                              2003      2002        2001
                                            --------  --------    --------
Rental expense...........................     $72       $124        $94

     Contingencies
     We and the minority owner group in Comcast Spectacor each have the right to
     initiate an "exit"  process  under  which the fair market  value of Comcast
     Spectacor would be determined by appraisal.  Following such  determination,
     we would have the  option to acquire  the  interests  in Comcast  Spectacor
     owned by the minority owner group based on the appraised fair market value.
     In the event we do not  exercise  this option,  we and the  minority  owner
     group  would  then be  required  to use our best  efforts  to sell  Comcast
     Spectacor.  This exit process  includes the minority owner group's interest
     in CSN.

     We hold the majority of our interest in E!  Entertainment  through  Comcast
     Entertainment  Holdings,  LLC  ("Entertainment  Holdings"),  which is owned
     50.1% by us and  49.9%  by The  Walt  Disney  Company  ("Disney").  Under a
     limited  liability  company  agreement between us and Disney, we control E!
     Entertainment's operations. As a result of the Broadband acquisition and in
     certain  other  circumstances,  under the  agreement  Disney is entitled to
     trigger a potential exit process in which Entertainment Holdings would have
     the right to purchase Disney's entire interest in Entertainment Holdings at
     its then fair market  value (as  determined  by an appraisal  process).  If
     Disney   exercises  this  right  within  a  specified   time  period,   and
     Entertainment  Holdings elects not to purchase  Disney's  interest,  Disney
     then has the right to purchase,  at appraised fair market value, either our
     entire interest in Entertainment  Holdings or all of the shares of stock of
     E! Entertainment held by Entertainment  Holdings.  In the event that Disney
     exercises  its right and neither  Disney's nor our  interest is  purchased,
     Entertainment  Holdings will continue to be owned as it is today, as if the
     exit process had not been triggered.

     At Home.
     -------

     Litigation  has been filed  against us as a result of our  alleged  conduct
     with respect to our  investment in and  distribution  relationship  with At
     Home  Corporation.  At Home was a provider of high-speed  Internet services
     that filed for bankruptcy  protection in September 2001. Filed actions are:
     (i) class action  lawsuits  against us, Brian L. Roberts (our President and
     Chief  Executive  Officer and a  director),  AT&T (the  former  controlling
     shareholder  of At  Home  and  also a  former  distributor  of the At  Home
     service) and other  corporate  and  individual  defendants  in the Superior
     Court of San Mateo County, California,  alleging breaches of fiduciary duty
     in  connection  with  transactions  agreed to in March  2000 among At Home,
     AT&T,  Cox  Communications,  Inc. (Cox is also an investor in At Home and a
     former  distributor  of the At Home  service)  and us;  (ii)  class  action
     lawsuits against Comcast Cable

                                      -52-

<PAGE>


COMCAST HOLDINGS CORPORATION AND SUBSIDIARIES
---------------------------------------------

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
YEARS ENDED DECEMBER 31, 2003, 2002 AND 2001 (Continued)

     Communications,  LLC, AT&T and others in the United States  District  Court
     for the Southern District of New York,  alleging  securities law violations
     and  common law fraud in  connection  with  disclosures  made by At Home in
     2001; and (iii) a lawsuit  brought in the United States  District Court for
     the  District  of  Delaware  in the  name  of At Home  by  certain  At Home
     bondholders against us, Brian L. Roberts, Cox and others, alleging breaches
     of  fiduciary  duty  relating  to the March 2000  transactions  and seeking
     recovery of alleged  short-swing  profits of at least $600 million pursuant
     to Section 16(b) of the  Securities  Exchange Act of 1934 purported to have
     arisen in connection  with certain  transactions  relating to At Home stock
     effected  pursuant to the March 2000  agreements.  The actions in San Mateo
     County,  California have been stayed by the United States  Bankruptcy Court
     for the Northern  District of California,  the court in which At Home filed
     for bankruptcy, as violating the automatic bankruptcy stay. In the Southern
     District of New York actions,  the court  ordered the actions  consolidated
     into a single action.  All of the  defendants  served motions to dismiss on
     February 11, 2003. The court dismissed the common law claims against us and
     Mr.  Roberts,  leaving  only a claim  against  them  for  "control  person"
     liability  under  the  Securities  Exchange  Act of 1934.  In a  subsequent
     decision,  the court limited the remaining claim against us and Mr. Roberts
     to  disclosures  that are  alleged  to have been  made by At Home  prior to
     August 28,  2000.  The  Delaware  case has been  transferred  to the United
     States  District  Court for the Southern  District of New York, and we have
     moved to dismiss the Section 16(b) claims.

     We deny any  wrongdoing in  connection  with the claims that have been made
     directly against us, our  subsidiaries and Brian L. Roberts,  and intend to
     defend  all  of  these  claims  vigorously.   In  our  opinion,  the  final
     disposition  of these  claims is not  expected  to have a material  adverse
     effect  on our  consolidated  financial  position,  but could  possibly  be
     material  to our  consolidated  results of  operations  of any one  period.
     Further,  no assurance  can be given that any adverse  outcome would not be
     material to our consolidated financial position.

     Other.
     ------

     We are subject to other  legal  proceedings  and claims  which arise in the
     ordinary  course of our  business.  In our opinion,  the amount of ultimate
     liability with respect to such actions is not expected to materially affect
     our financial condition, results of operations or liquidity.


                                      -53-
<PAGE>



COMCAST HOLDINGS CORPORATION AND SUBSIDIARIES
---------------------------------------------

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
YEARS ENDED DECEMBER 31, 2003, 2002 AND 2001 (Continued)


12.  FINANCIAL DATA BY BUSINESS SEGMENT

     As a result of the sale of QVC, our only reportable segment is "Cable." Our
     other  business  segments,  do not meet  the  quantitative  guidelines  for
     segment  reporting.  The  components of net income  (loss) below  operating
     income before depreciation and amortization are not separately evaluated by
     our management on a segment basis (in millions).

<TABLE>
<CAPTION>


                                                                                Corporate
                                                                      Cable     and Other(1)   Total
                                                                     --------   ----------   ---------
2003
----
<S>      <C>                                                        <C>         <C>         <C>
Revenues (2) ....................................................   $  6,855    $    864    $  7,719
Operating income before depreciation and amortization (3) .......      2,913          42       2,955
Depreciation and amortization ...................................      1,304         193       1,497
Operating income (loss) .........................................      1,609        (151)      1,458
Interest expense ................................................        529         126         655
Assets ..........................................................     34,952       5,450      40,402
Long-term debt ..................................................      6,609       1,219       7,828
Capital expenditures ............................................      1,319          41       1,360

2002
----
Revenues (2) ....................................................   $  6,159    $    759    $  6,918
Operating income before depreciation and amortization (3) .......      2,633          62       2,695
Depreciation and amortization ...................................      1,276         245       1,521
Operating income (loss) .........................................      1,357        (183)      1,174
Interest expense ................................................        567         144         711
Assets ..........................................................     29,844       5,845      35,689
Long-term debt ..................................................      7,908       1,348       9,256
Capital expenditures ............................................      1,317          38       1,355

2001
----
Revenues (2) ....................................................   $  5,323    $    614    $  5,937
Operating income (loss) before depreciation  and amortization (3)      2,054        (106)      1,948
Depreciation and amortization ...................................      3,044         229       3,273
Operating loss ..................................................       (990)       (335)     (1,325)
Interest expense ................................................        546         162         708
Assets ..........................................................     29,085       9,176      38,261
Long-term debt ..................................................      8,363       3,316      11,679
Capital expenditures ............................................      1,855         184       2,039


</TABLE>

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

(1)  Corporate  and other  includes  segments not meeting  certain  quantitative
     guidelines for reporting (see Note 1), corporate activities and elimination
     entries.  Our regional  networks are included in our cable  segment and all
     other content businesses,  including our national networks, are included in
     the Corporate and Other caption.  Assets  included in this caption  consist
     primarily of our investments  and intangible  assets related to our content
     operations (see Notes 5 and 6) and, as of December 31, 2002, $3.076 billion
     of assets associated with  discontinued  operations and, as of December 31,
     2001, $2.881 billion of assets associated with discontinued operations.

(2)  Non-US  revenues were not  significant  in any period.  No single  customer
     accounted for a significant amount of our revenue in any period.

(3)  Operating income (loss) before  depreciation and amortization is defined as
     operating income before depreciation and amortization,  impairment charges,
     if any, related to fixed and intangible assets and gains or losses from the
     sale of assets,  if any. As such, it eliminates  the  significant  level of
     non-cash  depreciation  and  amortization  expense  that  results  from the
     capital intensive nature of our businesses and intangible assets recognized
     in business  combinations,  and is unaffected  by our capital  structure or
     investment  activities.  Our  management  and Board of  Directors  use this
     measure  in  evaluating  our  consolidated  operating  performance  and the
     operating performance of all of our operating segments. This metric is used
     to  allocate  resources  and  capital to our  operating  segments  and is a
     significant  component of our annual incentive  compensation  programs.  We
     believe that this measure is also useful to investors



                                      -54-
<PAGE>



COMCAST HOLDINGS CORPORATION AND SUBSIDIARIES
---------------------------------------------

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
YEARS ENDED DECEMBER 31, 2003, 2002 AND 2001 (Continued)


     as it is one of the bases for  comparing  our  operating  performance  with
     other companies in our industries, although our measure may not be directly
     comparable to similar measures used by other companies. This measure should
     not be considered as a substitute for operating  income (loss),  net income
     (loss),  net cash  provided by operating  activities  or other  measures of
     performance or liquidity  reported in accordance  with  generally  accepted
     accounting principles.

13.  RELATED PARTY TRANSACTIONS

     QVC  has  an  affiliation   agreement  with  Comcast  Cable  Communications
     Holdings,  Inc.  ("CCCH"),  a wholly owned subsidiary of Comcast,  to carry
     QVC's programming. In return for carrying QVC programming, QVC pays CCCH an
     allocated portion, based upon market share, of a percentage of net sales of
     merchandise  sold to QVC customers  located in CCCH's  service area.  These
     amounts,  which are included in income from discontinued  operations in our
     consolidated  statement  of  operations,  totaled  $11 million for the year
     ended December 31, 2003.  Such amounts for the year ended December 31, 2002
     were not significant.  Amounts related to a similar  affiliation  agreement
     between QVC and Comcast Cable,  which are included in service  revenues and
     income  from  discontinued  operations  in our  consolidated  statement  of
     operations,  totaled $13 million, $20 million and $18 million for the years
     ended December 31, 2003, 2002 and 2001, respectively.

     Our content  businesses  generate a portion of their  revenues  through the
     sale of subscriber  services to CCCH under  affiliation  agreements.  These
     amounts,  which  are  included  in  service  revenues  in our  consolidated
     statement of  operations,  totaled $32 million for the year ended  December
     31,  2003.  Such  amounts  for the year ended  December  31,  2002 were not
     significant.  Amounts related to similar affiliation agreements between our
     content  businesses  and Comcast Cable are  eliminated in our  consolidated
     financial statements.

     Effective January 1, 2003,  Comcast has entered into management  agreements
     with our cable subsidiaries.  The management  agreements  generally provide
     that Comcast  supervise the  management and operations of the cable systems
     and  arrange  for  and  supervise  certain  administrative   functions.  As
     compensation  for such  services,  the  agreements  provide  for Comcast to
     charge  management  fees based on a  percentage  of gross  revenues.  These
     charges, which are included in selling, general and administrative expenses
     in our consolidated  statement of operations,  totaled $147 million for the
     year ended  December 31,  2003.  During 2002 and 2001,  similar  management
     agreements  existed  between a  subsidiary  of  Comcast  Cable and  Comcast
     Cable's  operating  subsidiaries.  Accordingly,  amounts  related  to those
     agreements  were  eliminated  in  our  consolidated  financial  statements.
     However,  subsequent  to the  Broadband  acquisition  on November  18, 2002
     through  December 31, 2002,  Comcast Cable managed the operations of CCCH's
     subsidiaries,  which included  upgrades of its cable  systems.  Under these
     management  arrangements,  Comcast  Cable  supervised  the  management  and
     operations  of the CCCH  cable  systems  and  arranged  for and  supervised
     certain  administrative  functions.  As  compensation  for  such  services,
     Comcast  Cable  charged a  management  fee based on a  percentage  of gross
     revenues.  These  charges,  which were  recorded as a reduction of selling,
     general  and  administrative  expenses  in our  consolidated  statement  of
     operations, totaled $113 million for the year ended December 31, 2002.

     Effective  January  1,  2003,   Comcast  Cable  reimburses   Comcast  Cable
     Communications  Management,  LLC  ("CCCM"),  a wholly owned  subsidiary  of
     Comcast but not of us, for certain  costs under a cost  sharing  agreement.
     These charges,  which are included in selling,  general and  administrative
     expenses in our consolidated statement of operations,  totaled $173 million
     for the year ended December 31, 2003.

     Effective  upon the  closing  of  Comcast's  acquisition  of  Broadband  on
     November 18, 2002, we purchase  certain  other  services from Comcast under
     cost  sharing  arrangements  on terms that reflect  Comcast's  actual cost.
     These charges,  which are included in selling,  general and  administrative
     expenses in our consolidated statement of operations,  totaled $157 million
     and  $17  million  for  the  years  ended   December  31,  2003  and  2002,
     respectively.  Prior to the closing of the Broadband  acquisition,  similar
     cost  sharing   arrangements   existed   between  us  and  Comcast   Cable.
     Accordingly,  amounts related to those  arrangements were eliminated in our
     consolidated financial statements.


                                      -55-
<PAGE>



COMCAST HOLDINGS CORPORATION AND SUBSIDIARIES
---------------------------------------------

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
YEARS ENDED DECEMBER 31, 2003, 2002 AND 2001 (Concluded)

     Comcast  Financial Agency  Corporation  ("CFAC"),  an indirect wholly owned
     subsidiary of ours,  provides cash management services to Comcast and CCCH.
     Under this  arrangement,  Comcast's  and CCCH's cash receipts are deposited
     with and held by CFAC, as custodian and agent,  which invests and disburses
     such funds at our direction.  Interest  income related to cash deposited by
     Comcast and CCCH in CFAC was not  significant  for the years ended December
     31, 2003 or 2002.

     With the exception of cash  payments  related to interest and income taxes,
     we consider all of our  transactions  with Comcast or its  affiliates to be
     financing  transactions,  which  are  presented  as net  transactions  with
     affiliates in our  consolidated  statement of cash flows.  Our  significant
     financing transactions with Comcast and its affiliates are described below.

     As of December 31, 2003, due from  affiliates in our  consolidated  balance
     sheet primarily  consists of amounts due from Comcast and CCCH for advances
     we made for working capital and capital expenditures in the ordinary course
     of business. As of December 31, 2002, due to affiliates in our consolidated
     balance sheet  primarily  consists of amounts due to Comcast and CCCH under
     the cost sharing  arrangements  described above and as  reimbursements  for
     costs incurred,  in the ordinary course of business,  by such affiliates on
     our behalf.

     As of December 31, 2003 and 2002, notes receivable from affiliate  consists
     of an  aggregate  of $3.284  billion  and $191  million  principal  amount,
     respectively,  of notes  receivable  from  Comcast.  The  increase in notes
     receivable  from  affiliate  results  primarily from amounts we advanced to
     Comcast  during 2003 to finance the repayment of certain  outstanding  debt
     (see Note 7). The notes receivable bear interest at rates ranging from 5.0%
     to 7.5% and are due between  2012 and 2013.  As of December  31, 2003 notes
     receivable  from  affiliate  includes  $26 million of  interest  receivable
     related to the notes.

     As of December 31, 2003 and 2002,  notes payable to affiliates  consists of
     an aggregate of $58 million and $22 million respectively,  of notes payable
     to Comcast and  subsidiaries  of CCCH.  The notes  payable bear interest at
     7.5% and are due between  2012 and 2013.  As of December  31,  2003,  notes
     payable to affiliates  includes $3 million of interest  payable  related to
     the notes.


                                      -56-
<PAGE>




ITEM 9        CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND
              FINANCIAL DISCLOSURE

     None.

ITEM 9A       CONTROLS AND PROCEDURES

          (a)  Our chief executive officer and our co-chief financial  officers,
               after evaluating the effectiveness of our disclosure controls and
               procedures  (as defined in the  Securities  Exchange  Act of 1934
               Rules 13a-15(e) or 15d-15(e)) as of the end of the period covered
               by this report,  have  concluded  that based on the evaluation of
               these  controls  and  procedures  required  by  paragraph  (b) of
               Exchange Act Rules 13a-15 or 15d-15, that our disclosure controls
               and procedures were adequate and designed to ensure that material
               information  relating  to us and  our  consolidated  subsidiaries
               would be made known to them by others within those entities.

          (b)  Changes in internal control over financial reporting.  There were
               no changes  in our  internal  control  over  financial  reporting
               identified  in  connection   with  the  evaluation   required  by
               paragraph  (d) of  Exchange  Act  Rules  13a-15  or  15d-15  that
               occurred  during our last  fiscal  quarter  that have  materially
               affected,  or is  reasonably  likely to  materially  affect,  our
               internal control over financial reporting.

                                    PART III

     The information  called for by Item 10, Directors and Executive Officers of
     the  Registrant,  Item  11,  Executive  Compensation,   Item  12,  Security
     Ownership  of  Certain   Beneficial   Owners  and  Management  and  Related
     Stockholder   Matters,   Item  13,   Certain   Relationships   and  Related
     Transactions,  and Item 14,  Principal  Accounting  Fees  and  Services  is
     omitted pursuant to SEC General Instruction I of Form 10-K.

                                     PART IV

ITEM 15       EXHIBITS, FINANCIAL STATEMENT SCHEDULES AND REPORTS ON FORM 8-K

     (a)      The following consolidated financial statements of the Company are
              included in Part II, Item 8:

              Independent Auditors' Report................................24
              Consolidated Balance Sheet--December 31, 2003 and 2002......25
              Consolidated Statement of Operations--Years
                Ended December 31, 2003, 2002 and 2001....................26
              Consolidated Statement of Cash Flows--Years
                Ended December 31, 2003, 2002 and 2001....................27
              Consolidated Statement of Stockholders' Equity--
                Years Ended December 31, 2003, 2002 and 2001..............28
              Notes to Consolidated Financial Statements..................29

     (b)      (i) The following financial statement schedules required to be
              filed by Items 8 and 14(d) of Form 10-K are included in Part IV:

              Schedule II - Valuation and Qualifying Accounts

              All other schedules are omitted because they are not applicable,
              not required or the required information is included in the
              consolidated financial statements or notes thereto.

     (c)      Reports on Form 8-K:

              We filed a Current  Report  on Form 8-K  under  Items 2, 7(b) and
              7(c) on October 1, 2003  announcing  the terms of the  previously
              announced  disposition  of QVC,  Inc. We included the Amended and
              Restated Stock Purchase  Agreement  dated as of June 30, 2003 and
              pro forma  information of Comcast  Corporation,  giving effect to
              the disposition of QVC.


                                      -57-
<PAGE>



     (d) Exhibits required to be filed by Item 601 of Regulation S-K:

          2.1       Composite  copy of Agreement  and Plan of Merger dated as of
                    December  19,  2001,  as  amended,  among  Comcast  Holdings
                    Corporation,   AT&T  Corp.,   Comcast  Cable  Communications
                    Holdings,  Inc.,  Comcast  Corporation and the other parties
                    signatory thereto  (incorporated by reference to Exhibit 2.1
                    to the Comcast  Corporation  Current  Report on Form 8-K12g3
                    filed on November 18, 2002).
          2.2       Support Agreement dated as of December 19, 2001, as amended,
                    among AT&T  Corp.,  Comcast  Holdings  Corporation,  Comcast
                    Corporation, Sural LLC and Brian L. Roberts (incorporated by
                    reference   to  Exhibit  2.3  to  the  Comcast   Corporation
                    registration  statement  on Form S-4 filed on  February  11,
                    2002).
          2.3       Exchange Agreement dated as of December 7, 2001, as amended,
                    between   Microsoft   Corporation   and   Comcast   Holdings
                    Corporation (incorporated by reference to Exhibit 2.6 to the
                    Comcast Corporation registration statement on Form S-4 filed
                    on February 11, 2002).
          3.1       Amended and Restated  By-Laws  (incorporated by reference to
                    Exhibit  3.1 to our  Quarterly  Report  on Form 10-Q for the
                    quarter ended March 31, 1999).
          4.1       Amended and Restated  Five-Year  Revolving  Credit Agreement
                    effective as of November 18,  2002,  amending and  restating
                    the Five-Year  Revolving Credit Agreement dated as of August
                    24, 2000, among Comcast Cable  Communications,  LLC, Comcast
                    Corporation,  the Lenders party thereto and Bank of America,
                    N.A., as Administrative Agent. (incorporated by reference to
                    Annex I of Exhibit 10.3 to the Comcast Cable Communications,
                    Inc.  Quarterly  Report on Form 10-Q for the  quarter  ended
                    March 31, 2002).
          4.2       First Amendment to Amended and Restated Five-Year  Revolving
                    Credit Agreement dated as of February 7, 2003, among Comcast
                    Cable Communications,  LLC, Comcast Corporation, the Lenders
                    party thereto and Bank of America,  N.A., as  Administrative
                    Agent  (incorporated  by  reference  to  Exhibit  4.7 to the
                    Comcast  Corporation Annual Report on Form 10-K for the year
                    ended December 31, 2002).
          4.3       Amended and  Restated  364-Day  Revolving  Credit  Agreement
                    effective as of November 18,  2002,  amending and  restating
                    the 364-Day  Revolving  Credit  Agreement dated as of August
                    24, 2000, among Comcast Cable  Communications,  LLC, Comcast
                    Corporation,  the Lenders party thereto and Bank of America,
                    N.A., as Administrative Agent. (incorporated by reference to
                    Annex I of Exhibit 10.4 to the Comcast Cable Communications,
                    LLC.  Quarterly  Report on Form 10-Q for the  quarter  ended
                    March 31, 2002).
          4.4       First  Amendment to Amended and Restated  364-Day  Revolving
                    Credit Agreement dated as of February 7, 2003, among Comcast
                    Cable Communications,  LLC, Comcast Corporation, the Lenders
                    party  to   thereto   and   Bank  of   America,   N.A.,   as
                    Administrative  Agent  (incorporated by reference to Exhibit
                    4.9 to the Comcast  Corporation  Annual  Report on Form 10-K
                    for the year ended December 31, 2002).
          4.5       Indenture,  dated as of October 17,  1991,  between  Comcast
                    Holdings  Corporation  and  Bank  of  Montreal/Harris  Trust
                    (successor to Morgan Guaranty Trust Company of New York), as
                    Trustee,   relating  to  Comcast  Holdings'  10-5/8%  Senior
                    Subordinated  Debentures due 2012 (incorporated by reference
                    to  Exhibit  2 to our  Current  Report  on Form 8-K filed on
                    October 31, 1991).
          4.6       Form of Debenture relating to Comcast Holdings Corporation's
                    10-5/8%    Senior    Subordinated    Debentures   due   2012
                    (incorporated  by reference  to Exhibit  4(17) to our Annual
                    Report on Form 10-K for the year ended December 31, 1992).
          4.7       Senior  Indenture  dated as of June 15, 1999 between Comcast
                    Holdings  Corporation and The Bank of New York (as successor
                    in interest to Bank of Montreal Trust  Company),  as Trustee
                    (incorporated   by   reference   to   Exhibit   4.1  to  our
                    registration statement on Form S-3 filed on June 23, 1999).
          4.8       Form of Debenture relating to Comcast Holdings Corporation's
                    Zero Coupon Convertible Debentures due 2020 (incorporated by
                    reference to Exhibit 4.7 to our Annual  Report on Form 10- K
                    for the year ended December 31, 2000).
          4.9       Indenture  dated as of May 1, 1997,  between  Comcast  Cable
                    Communications,  LLC and The Bank of New York (as  successor
                    in interest to Bank of Montreal Trust Company),  as Trustee,
                    relating to Comcast Cable Communications, LLC's 8-1/8% Notes
                    due 2004,  8-3/8%  Notes due 2007,  8-


                                      -58-
<PAGE>


                    7/8% Notes due 2017,  8-1/2% Notes due 2027, 6.20% Notes due
                    2008,  6.375% Notes due 2006,  6.75% Notes due 2011,  6.875%
                    Notes due 2009 and 7.125%  Notes due 2013  (incorporated  by
                    reference to Exhibit 4.1(a) to the registration statement on
                    Form S-4 of Comcast Cable Communications, LLC. filed on June
                    3, 1997).
          4.10      Form of Comcast Cable  Communications LLC's 8-1/8% Notes due
                    2004,  8-3/8%  Notes  due  2007,  8-7/8%  Notes due 2017 and
                    8-1/2%  Notes due 2027,  6.20% Notes due 2008,  6.375% Notes
                    due 2006,  6.75% Notes due 2011,  6.875%  Notes due 2009 and
                    7.125% Notes due 2013  (incorporated by reference to Exhibit
                    4.1(b) to the registration  statement on Form S-4 of Comcast
                    Cable Communications, LLC filed on June 3, 1997).
          4.11      Form of Indenture among Comcast  Corporation,  Comcast Cable
                    Communications,  LLC, Comcast Cable Communications Holdings,
                    Inc.,  Comcast Cable Holdings,  LLC, Comcast MO Group, Inc.,
                    and The Bank of New York,  as  Trustee  relating  to Comcast
                    Cable Communications Holdings, Inc.'s 8.375% Notes due March
                    15,   2013  and  9.455%   Notes  Due   November   15,   2022
                    (incorporated  by  reference  to Exhibit 4.18 to the amended
                    registration  statement on Form S-4/A of Comcast Corporation
                    filed on September 26, 2002).
          4.12      Form of Indenture among Comcast  Corporation,  Comcast Cable
                    Communications,  LLC, Comcast Cable Communications Holdings,
                    Inc.,  Comcast Cable Holdings,  LLC, Comcast MO Group, Inc.,
                    and The Bank of New York,  as  Trustee  relating  to Comcast
                    Corporation's  5.85% Notes due 2010 and 6.50% Notes Due 2015
                    (incorporated   by   reference   to   Exhibit   4.5  to  the
                    registration  statement  on Form S-3 of Comcast  Corporation
                    filed on December 16, 2002).
          4.13      Form of  Subordinated  Indenture  between  Comcast  Holdings
                    Corporation and Bankers Trust Company, as Trustee,  relating
                    to  Comcast   Holdings   Corporation's   2.0%   Exchangeable
                    Subordinated  Debentures  Due  2029  and  2.0%  Exchangeable
                    Subordinated  Debentures Due November 2029  (incorporated by
                    reference  to Exhibit 4.2 to our  registration  statement on
                    Form S-3 filed on June 23, 1999).
          4.14      Form of Comcast  Holdings  Corporation's  2.0%  Exchangeable
                    Subordinated  Debentures Due 2029 (ZONES I) (incorporated by
                    reference  to  Exhibit 4 to our  Current  Report on Form 8-K
                    filed on October 14, 1999).
          4.15      Form of Comcast  Holdings  Corporation's  2.0%  Exchangeable
                    Subordinated   Debentures   Due  November  2029  (ZONES  II)
                    (incorporated  by  reference  to  Exhibit  4 to our  Current
                    Report on Form 8-K filed on November 3, 1999).
          10.1      Amended and Restated Stock Purchase  Agreement,  dated as of
                    June 30, 2003, among Comcast Corporation, Comcast QVC, Inc.,
                    Liberty Media  Corporation  and QVC, Inc.  (incorporated  by
                    reference to Exhibit 10.1 to our Current  Report on Form 8-K
                    filed on October 1, 2003).
          31        Certifications  of  Chief  Executive  Officer  and  Co-Chief
                    Financial   Officers   pursuant   to  Section   302  of  the
                    Sarbanes-Oxley Act of 2002.
          32        Certifications  of  Chief  Executive  Officer  and  Co-Chief
                    Financial   Officers   pursuant   to  Section   906  of  the
                    Sarbanes-Oxley Act of 2002.

----------
Pursuant to Item 601(4)(iii)(A) of Regulation S-K, the registrant agrees to
furnish upon request to the Securities and Exchange Commission other instruments
defining the rights of holders of long-term debt.




                                      -59-
<PAGE>



                                   SIGNATURES

     Pursuant  to the  requirements  of  Section  13 or 15(d) of the  Securities
Exchange Act of 1934, the Registrant has duly caused this report to be signed on
its  behalf by the  undersigned,  thereunto  duly  authorized  in  Philadelphia,
Pennsylvania on March 29, 2004.

                         Comcast Holdings Corporation
                         By:  /s/ Brian L. Roberts
                              --------------------------------------------------
                              Brian L. Roberts
                              President, Chief Executive Officer and Director

Pursuant to the requirements of the Securities Exchange Act of 1934, this report
has been signed below by the following  persons on behalf of the  Registrant and
in the capacities and on the dates indicated.

<TABLE>
<CAPTION>

        Signature                                Title                                    Date
        ---------                                -----                                    ----

<S>                                                                                         <C> <C>
/s/ Brian L. Roberts         President and Chief Executive Officer; Director          March 29, 2004
-----------------------             (Principal Executive Officer)
Brian L. Roberts

/s/ Lawrence S. Smith               Executive Vice President; Director                March 29, 2004
-----------------------              (Co-Principal Financial Officer)
Lawrence S. Smith

/s/ John R. Alchin                Executive Vice President and Treasurer              March 29, 2004
-----------------------              (Co-Principal Financial Officer)
John R. Alchin

/s/ David L. Cohen                  Executive Vice President; Director                March 29, 2004
-----------------------
David L. Cohen

/s/ Arthur R. Block                  Senior Vice President; Director                  March 29, 2004
-----------------------
Arthur R. Block

/s/ Lawrence J. Salva              Senior Vice President and Controller               March 29, 2004
-----------------------               (Principal Accounting Officer)
Lawrence J. Salva

</TABLE>






                                      -60-
<PAGE>




                          INDEPENDENT AUDITORS' REPORT





Board of Directors and Stockholders
Comcast Holdings Corporation
Philadelphia, Pennsylvania

We have  audited  the  consolidated  financial  statements  of Comcast  Holdings
Corporation  and its  subsidiaries  (the  "Company") as of December 31, 2003 and
2002, and for each of the three years in the period ended December 31, 2003, and
have issued our report  thereon dated March 19, 2004 (which report  expresses an
unqualified  opinion  and  includes  an  explanatory  paragraph  related  to the
adoption of Statement of Financial Accounting Standards No. 133, "Accounting for
Derivative Instruments and Hedging Activities," as amended, effective January 1,
2001,  and Statement of Financial  Accounting  Standards No. 142,  "Goodwill and
Other Intangible  Assets,"  effective  January 1, 2002); such report is included
elsewhere in this Form 10-K. Our audits also included the consolidated financial
statement schedule of Comcast Holdings Corporation and its subsidiaries,  listed
in Item 15(b)(i). This financial statement schedule is the responsibility of the
Company's  management.  Our responsibility is to express an opinion based on our
audits. In our opinion,  such financial statement  schedule,  when considered in
relation  to the  basic  consolidated  financial  statements  taken  as a whole,
presents fairly in all material respects the information set forth therein.


Deloitte & Touche LLP

Philadelphia, Pennsylvania
March 19, 2004



                                      -61-
<PAGE>



<TABLE>
<CAPTION>

                  COMCAST HOLDINGS CORPORATION AND SUBSIDIARIES
                 -----------------------------------------------

                 SCHEDULE II - VALUATION AND QUALIFYING ACCOUNTS
                 -----------------------------------------------

                  YEARS ENDED DECEMBER 31, 2003, 2002 AND 2001
                  --------------------------------------------

                                  (In millions)
                                  --------------



                                                                Additions
                                                Balance at      Charged to        Deductions        Balance
                                                 Beginning      Costs and            from            at End
                                                  of Year        Expenses        Reserves(A)        of Year
                                                -----------    ------------     --------------    ------------

Allowance for Doubtful Accounts
------------------------------------------

<C>                                                <C>             <C>                <C>             <C>
2003......................................         $74             $83                $83             $74

2002......................................          71              79                 76              74

2001......................................          47              57                 33              71

</TABLE>





(A) Uncollectible accounts written off.





                                      -62-
<PAGE>