EXHIBIT 4.13

                                    COMCAST
                                  CORPORATION

                            [GRAPHIC OMITTED - LOGO]

                 9 1/8% SENIOR SUBORDINATED DEBENTURE DUE 2006

                                                                 SEE REVERSE FOR
                                                             CERTAIN DEFINITIONS

     COMCAST  CORPORATION,  a corporation  duly organized and existing under the
laws of the  Commonwealth  of  Pennsylvania  (hereinafter  called the "Company,"
which term includes any successor  corporation  under the Indenture  hereinafter
referred to), for value received, hereby promises to pay to







                                                                          9 1/8%
                                                                             DUE
                                                                            2006

, or registered assigns, the principal sum of                            DOLLARS

     in any coin or currency of the United  States of America  which at the time
of payment is legal tender for public and private debts,  upon  presentation and
surrender of this  Debenture,  on the  fifteenth  day of October,  2006,  at the
office or agency of the  Company  in New  York,  New York,  and to pay  interest
hereon to the registered holder hereof in like coin or currency, at the rate per
annum specified in the title of this Debenture,  semi-annually  on the fifteenth
day of April and October in each year,  commencing April 15, 1996, until payment
of said principal amount has been made or duly provided for. Such interest shall
be  payable  from  the  April 15 or the  October  15,  as the case may be,  next
preceding the date hereof to which interest has been paid, or duly provided for,
unless the date hereof is an April 15 or October 15 to which  interest  has been
paid, or duly  provided  for, in which case from the date hereof,  or unless the
date  hereof is after April 1 or October 1, as the case may be, and prior to the
following  April 15 or  October  15, in which case from such April 15 or October
15;  provided,  however,  that if the  Company  shall  default in the payment of
interest due on such April 15 or October 15, then from the next preceding  April
15 or October 15, to which interest has been paid or duly provided for, or if no
interest has been paid, or duly provided  for, on this  Debenture,  from October
10, 1995 any such interest  payable on any April 1 or October 15 shall  (subject
to exceptions  provided in the Indenture  referred to on the reverse  hereof) be
paid to the person in whose name this Debenture or the Debentures in exchange or
substitution  for which this Debenture  shall have been issued,  shall have been
registered at the close of business on the April 1 or October 1, as the case may
be, next  preceding  such April 15 or October 15, whether or not such April 1 or
October 1 is a Business Day.  Payment of the principal of, premium,  if any, and
interest on this  Debenture  will be made at the office or agency of the Company
maintained for that purpose in New York, New York; provided,  however,  that, at
the option of the  Company,  payment of interest  may be made by check mailed to
the address of the person  entitled  thereto as such address shall appear on the
books maintained for the registration of the Debentures.

     THE  PROVISIONS OF THIS  DEBENTURE ARE CONTINUED ON THE REVERSE  HEREOF AND
SUCH CONTINUED  PROVISIONS SHALL FOR ALL PURPOSES HAVE THE SAME EFFECT AS THOUGH
FULLY SET FORTH AT THIS PLACE.
<PAGE>

     This  Debenture  shall not be entitled to any benefit  under the  Indenture
referred to on the reverse  hereof or any  indenture  supplemental  thereto,  or
become  valid or  obligatory  for any  purpose,  until the  Trustee  under  said
Indenture,  or a  successor  trustee  thereunder,  shall have signed the form of
certificate of authentication appearing hereon.

     IN WITNESS  WHEREOF,  COMCAST  CORPORATION has caused this instrument to be
duly executed under its corporate seal.

Dated:

TRUSTEE'S CERTIFICATE

     THIS IS ONE OF THE  DEBENTURES  OF THE SERIES  REFERRED  TO ON THE  REVERSE
HEREOF.

                  HARRIS TRUST AND SAVINGS BANK
                  AS TRUSTEE,

BY:               AUTHORIZED OFFICER


                  COMCAST CORPORATION

ATTEST:           Stanley Wang         By:        Brian L. Roberts
                  Secretary                       President

                  COMCAST CORPORATION CORPORATE SEAL (Graphic Omitted)


<PAGE>




                 9 1/8% Senior Subordinated Debenture Due 2006

     This  debenture  is one of a duly  authorized  issue of  debentures  of the
Company (hereinafter called the "Debentures"), all issued or to be issued in one
or more series  under an indenture  dated as of October 17, 1991 (herein  called
the "Indenture"), executed between the Company and Morgan Guaranty Trust Company
of New York, a New York banking corporation (the "Original Trustee"),  for which
Harris Trust and Savings Bank,  an Illinois  banking  corporation,  is acting as
Trustee   (hereinafter  called  the  "Trustee")  pursuant  to  an  Agreement  of
Resignation,  Appointment and Acceptance,  dated as of July 8, 1994 by and among
the  Company,  the  Original  Trustee,  the Trustee  and Bank of Montreal  Trust
Company.  Reference  is  hereby  made  to  such  Indenture  and  all  indentures
supplemental thereto for a specification of the rights and limitations of rights
thereunder  of  the  registered  holders  of  the  Debentures,  the  rights  and
obligations  thereunder  of the Company and the  rights,  duties and  immunities
thereunder of the Trustee and the terms upon which the  Debentures  are, and are
to be,  authenticated  and  delivered.  This  Debenture  is  one  of the  series
designated  on the  face  hereof,  limited  in  aggregate  principal  amount  to
$250,000,000.

     The  Debentures  shall not be redeemable  prior to October 15, 2000. On and
after October 15, 2000, the Debentures shall be redeemable, in whole or in part,
at the election of the Company at the following  respective  percentages  of the
principal  amount thereof if redeemed during the  twelve-month  period beginning
October 15 of the years indicated, together, in each case, with interest accrued
to the date fixed for redemption:

           Year                                       Percentage
           2000........................................104.562%
           2001........................................102.281%
           2002 or thereafter..........................100.000%

such  redemption  to be made in  accordance  with the  applicable  provisions of
Article V of the Indenture.

     The indebtedness  evidenced by the Debentures is, to the extent provided in
the Indenture,  subordinate and subject in right of payment to the prior payment
in full of all Senior Indebtedness, as defined in the Indenture, and each holder
of this  Debenture,  by accepting the same,  agrees to and shall be bound by the
provisions of the Indenture.

     In case an Event of Default, as defined in the Indenture,  shall occur with
respect to the Debentures of this series and be continuing, the principal of all
Debentures of this series then Outstanding  under the Indenture may be declared,
or may become,  due and payable upon the  conditions  and in the manner and with
the  effect  provided  in  the  Indenture.  The  Indenture  provides  that  such
declaration  may in certain  events be  annulled by the holders of a majority in
aggregate principal amount of the Debentures of this series then Outstanding.

     To  the  extent   permitted   by,  and  as  provided  in,  the   Indenture,
modifications or alterations of the Indenture,  or of any indenture supplemental
thereto,  and of the rights and obligations of the Company and of the holders of
the  Debentures,  may be made by the Company  with the consent of the holders of
not less than 66-2/3% of the Debentures then Outstanding of each series affected
by such supplement; provided, however, that no such modifications or alterations
shall (i) extend the time or times of payment of the principal of,  premium,  if
any, or the  interest  on, any  Debenture,  or reduce the  principal  amount of,
premium,  if any, or the rate of interest on, any Debenture  without the consent
of the holder of each  Debenture so affected,  or (ii) reduce the  percentage of
Debentures  of this  series,  the vote or  consent  of the  holders  of which is
required  for such  modifications  and  alterations,  without the consent of the
holders of all Debentures of this series then  Outstanding  under the Indenture.
It is also provided in the Indenture that the holders of a majority in aggregate
principal amount of the Debentures of this series then Outstanding may on behalf
of the  holders  of all the  Debentures  of  this  series,  under  circumstances
specified in the  Indenture,  waive a past Event of Default  under the Indenture
and its  consequences,  except a default  in the  payment of the  principal  of,
premium,  if any, or interest on the Debentures of this series. Any such consent
or waiver by the holder of this  Debenture  shall be conclusive and binding upon
such holder and upon all future  holders of this  Debenture and of any Debenture
or  Debentures  issued in  exchange or  substitution  herefor,  irrespective  of
whether  or not any  notation  of such  consent  or  waiver  is made  upon  this
Debenture.

     Except with respect to the rights of the holders of Senior Indebtedness set
forth  in this  Debenture  and in the  Indenture,  no  reference  herein  to the
Indenture and no provision of this Debenture or of the Indenture  shall alter or
impair the obligation of the Company,  which is absolute and  unconditional,  to
pay the principal  of,  premium,  if any, and interest on this  Debenture at the
place, at the respective  times, at the rate, and in the coin or currency herein
prescribed.
<PAGE>

     The Indenture  contains  provisions setting forth certain conditions to the
institution  of  proceedings  by holders of the  Debentures  of this series with
respect to this  Debenture  and the Indenture  and the  enforcement  of remedies
under this  Debenture and the  Indenture,  including,  without  limitation,  the
appointment  of a  receiver  or  trustee.  However  no  reference  herein to the
Indenture and no provision of this Debenture or of the Indenture shall impair or
affect  the right of any  holder of any  Debenture  to  receive  payment  of the
principal of, premium,  if any, and interest on such Debenture,  on or after the
respective  dates  expressed in this  Debenture,  or to  institute  suit for the
enforcement of any such payment on or after such  respective  dates and any such
right or such  enforcement  thereof  shall not  require the consent of any other
such holder.

     The  Debentures of this series are issuable  only as registered  Debentures
without coupons, in denominations of $1,000 and any integral multiple of $1,000.

     The transfer of this  Debenture is  registrable  by the  registered  holder
hereof, in person or by his attorney duly authorized in writing, on the books of
the  Company to be kept for that  purpose at the office or agency of the Company
in New York,  New York,  upon surrender and  cancellation  of this Debenture and
upon  presentation  of a duly  executed  written  instrument  of  transfer,  and
thereupon  a  new  Debenture  of  Debentures  of  this  series,   of  authorized
denominations  for the same aggregate  principal  amount,  will be issued to the
transferee or  transferees  in exchange  herefor;  and this  Debenture,  with or
without  others of like form,  may be in like manner  exchanged  for one or more
Debentures  of this  series of other  authorized  denominations  but of the same
aggregate  principal amount,  all in the manner and subject to the conditions in
the  Indenture  contained  and without  payment of any service or other  charge,
except  for  any  stamp  or  other  tax or  governmental  charge  in  connection
therewith.  The  Company,  the  Trustee,  any  paying  agent  and any  Debenture
registrar  may deem and  treat  the  person  in whose  name  this  Debenture  is
registered  as the absolute  owner  hereof for the purpose of receiving  payment
hereof or on account hereof or of interest  hereon (subject to the provisions of
the first paragraph on the face hereof) and for all other purposes.

     No recourse shall be had for the payment of the principal of,  premium,  if
any, or interest on this Debenture or for any claim based hereon or otherwise in
any  manner in respect  hereof,  or in respect  of the  Indenture,  against  any
subsidiary,  incorporator,  stockholder, officer, director or employee, as such,
past,  present  or  future,  of the  Company  or any  subsidiary,  incorporator,
stockholder, officer, director or employee, as such, past, present or future, of
any   predecessor   or   successor   corporation,   whether  by  virtue  of  any
constitutional provision or statute or rule of law, or by the enforcement of any
assessment or penalty or in any other manner, all such liability being expressly
waived and released by the  acceptance  hereof and as part of the  consideration
for the issue hereof.

     The  Indenture  and this  Debenture  shall be deemed to be a contract  made
under the laws of the Commonwealth of  Pennsylvania,  and for all purposes shall
be construed in accordance with the laws of said  jurisdiction,  except that the
rights,  duties,  obligations,  immunities  and  limitations  of  rights  of the
Trustee,  pursuant to the Indenture  and the Debenture  shall be governed by and
construed in accordance with the laws of the State of New York.

     All terms used in this  Debenture  shall have meanings  ascribed to them in
the Indenture.
<PAGE>

                                 ABBREVIATIONS

         The following  abbreviations,  when used in the inscription on the face
of the within  Debenture,  shall be construed as though they were written out in
full according to applicable laws or regulations:

TEN COM - as tenants in common
TEN ENT - as tenants by the entireties
JT TEN -  as joint tenants with right of 
          survivorship and not as tenants 
          in common
UNIF GIFT MIN ACT - ________ Custodian ________
                     (Cust)            (Minor)
                    under Uniform Gifts to Minors 
                    Act ________________
                           (State)

    Additional abbreviations may also be used though not in the above list.
          -----------------------------------------------------------

     FOR VALUE RECEIVED the undersigned hereby sells, assigns and transfers unto

PLEASE INSERT SOCIAL SECURITY OR OTHER
IDENTIFYING NUMBER OF ASSIGNEE

/             /
 ------------

 ------------------------------------------------------------------------------
       (NAME AND ADDRESS OF ASSIGNEE, INCLUDING ZIP CODE, MUST BE PRINTED
                                OR TYPEWRITTEN)

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the within Debenture, and all rights thereunder, hereby irrevocably constituting
and appointing


------------------------------------------------------------------------Attorney
to  transfer  said  Debenture  on the books of the  Company,  with full power of
substitution in the premises.

Dated:                                          ______________________________


       NOTICE: The signature to this assignment must correspond with the
 name as it appears upon the face of the within Debenture in every particular,
           without alteration or enlargement or any change whatever.