EXHIBIT 3.1(b)


Microfilm Number 9446-591

Filed with the Department of State on   July 14, 1994
                                       ---------------

Entity Number   74263
               -------


/s/ Robert M. Grant
--------------------------------
Secretary of the Commonwealth     


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


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

1.   The name of the corporation is:    COMCAST CORPORATION
                                        --------------------

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

(a)            1234 Market Street, 16th Floor
               ------------------------------
                      Number and Street      

    Philadelphia,       PA       19107    Philadelphia
  ----------------      ---      -----    -------------
        City           State      Zip        County  

(b) ---------------------------------------------  ------
    Name of Commercial Registered Office Provider  County

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

3.  The statute by or under which it was incorporated is:  
        Pennsylvania Business Corporation Law 
    --------------------------------------------

4.   The original date of its incorporation is: March 5, 1969
                                                -------------

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

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

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


6.  (Check one of the following):

 X   The amendment to Article 5 was adopted by the
---  shareholders pursuant to 15 Pa.C.S. Section 1914(a) 
     and (b).

 X   The amendment to Article 2 was adopted by the board 
---  of directors pursuant to 15 Pa.C.S. Section 1914 (c).

7.  (Check, and if appropriate complete, one of the
    following):
     --   The amendment adopted by the corporation, set 
          forth in full,is as follows:









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

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

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


        IN TESTIMONY WHEREOF, the undersigned corporation
has caused these Articles of Amendment to be signed by a duly
authorized officer thereof this 30th day of June, 1994.



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



                              BY: /s/ Stanley Wang
                                  -------------------
                                  Stanley Wang, Secretary
<PAGE>
                            EXHIBIT A


      Article 2. and Article 5. of the Restated Articles of
Incorporation of the Corporation shall be amended so as to
read as follows:

      "2.  The location and post office address of this
Corporation's current registered office in this Commonwealth
is:

         1500 Market Street, 35th Floor
         Philadelphia, PA   19102-2148"


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

         Two Hundred Million (200,000,000) shares of Class A
Common Stock, par value $1.00 per share, Five Hundred Million
(500,000,000) shares of Class A Special Common Stock, par
value $1.00 per share, Fifty Million (50,000,000) shares of
Class B Common Stock, par value $1.00 per share, and Twenty
Million (20,000,000) shares of Preferred Stock, which the
Board of Directors may issue, in one or more series, without
par value, with full, limited, multiple, fractional or no
voting rights, with such designations, preferences,
qualifications, privileges, limitations, restrictions,
options, conversion rights and other special or relative
rights as shall be fixed.

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

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

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

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

         (e)  Except as provided in paragraph (f) of this
Article Five, or where holders of Class A Special Common
Stock are expressly required to vote under applicable law,
only the holders of Class A Common Stock and holders of Class
B Common Stock shall be entitled to vote and shall vote as a
single class on all matters with respect to which a vote of
the shareholders of this Corporation is required or permitted
under applicable law, the Articles of Incorporation of this
Corporation, or the By-Laws of this Corporation, including,
but not limited to, matters concerning the sale, lease or
exchange of all or substantially all of the property and
assets of this Corporation, mergers or consolidations with
another corporation or corporations, dissolution of this
Corporation, or amendments to the Articles of Incorporation
of this Corporation.  Except as provided in paragraph (f) of
this Article Five, whenever applicable law, the Articles of
Incorporation of this Corporation or the By-Laws of this
Corporation provide for the necessity of an "affirmative vote
of the shareholders entitled to cast at least a majority of
the votes which all shareholders are entitled to cast
thereon," or a "majority of the voting stock," or language of
similar effect, any and all such language shall mean that the
Class A Common Stock and the Class B Common Stock shall vote
as one class and that a majority consists of a majority of
the total number of votes entitled to be cast in accordance
with the provisions of paragraph (a) of this Article Five, so
that each share of Class A Common Stock shall entitle the
holder 
<PAGE>
thereof to one (1) vote and that each share of the Class B
Common Stock shall entitle the holder thereof to fifteen (15)
votes.

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

         (g)  In the event that the right to subscribe to
Class A Common Stock or Class A Special Common Stock, or
options or warrants to purchase Class A Common Stock or Class
A Special Common Stock, are offered or granted to all holders
of Class A Common Stock or Class A Special Common Stock,
parallel action must be taken simultaneously with respect to
the holders of Class B Common Stock so that if such rights,
options or warrants are exercised in their entirety, the
number of shares of Class A Common Stock and Class A Special
Common Stock, in the aggregate, and the number of shares of
Class B Common Stock will be increased in proportion to the
number of shares issued and outstanding of Class A Common
Stock and Class A Special Common Stock, in the aggregate, and
the number of shares issued and outstanding of the Class B
Common Stock.  If there should be any corporate merger,
consolidation, purchase or acquisition of property or stock,
separation, reorganization, or liquidation, the Board of
Directors shall take such action as may be necessary to
enable the holders of the Class B Common Stock to receive
upon any subsequent conversion of their stock into Class A
Common Stock, in whole or in parts, in lieu of any shares of
Class A Common Stock of this Corporation, the shares of
stock, securities, or other assets as would be issuable or
payable upon such corporate merger, consolidation, purchase,
or acquisition of property or stock, separation,
reorganization or liquidation in respect of or in exchange
for such share or shares of Class A Common Stock.

         (h)  At all times the Board of Directors shall take
such action to adjust the conversion privileges of the Class

<PAGE>
B Common Stock and the number of shares of Class B Common
Stock to be outstanding after any particular transaction to
prevent the dilution of the conversion rights of the holders
of the Class B Common Stock and to prevent the dilution of
voting rights of the holders of the Class B Common Stock.

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

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

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