EXHIBIT 10.8

                               COMCAST CORPORATION
                           1990 RESTRICTED STOCK PLAN
             (As Amended and Restated, Effective December 13, 1995)


1.   PURPOSE

     The purpose of the Plan is to promote the ability of Comcast Corporation
(the "Company") to retain certain key employees and enhance the growth and
profitability of the Company by providing the incentive of long-term awards for
continued employment and the attainment of performance objectives.

2.   DEFINITIONS

     (a) "Award" means an award of Restricted Stock granted under the Plan.

     (b) "Board" means the Board of Directors of the Company.

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

     (d) "Committee" means the Subcommittee on Performance Based Compensation of
the Compensation Committee of the Board.

     (e) "Company" means Comcast Corporation.

     (f) "Date of Grant" means the date on which an Award is granted.

     (g) "Eligible Employee" means a management employee of the Company or a
Subsidiary, as determined by the Committee.

     (h) "Grantee" means an Eligible Employee who is granted an Award.

     (i) "Plan" means the Comcast Corporation 1990 Restricted Stock Plan, as set
forth herein, and as amended from time to time.

     (j) "Plan Year" means the 12-consecutive-month period extending from
January 3 to January 2.

     (k) "Restricted Stock" means Shares subject to restrictions as set forth in
an Award.





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     (l) "Rule 16b-3" means Rule 16b-3 promulgated under the 1935 Act, as in
effect from time to time.

     (m) "Share" or "Shares" means a share or shares of Class A Special Common
Stock, $1.00 par value, of the Company.

     (n) "Subsidiary" means a corporation that, at the time in question, is a
subsidiary corporation of the Company within the meaning of section 424(f) of
the Code.

     (o) "1933 Act" means the Securities Act of 1933, as amended.

     (p) "1934 Act" means the Securities Exchange Act of 1934, as amended.

3.   RIGHTS TO BE GRANTED

     Rights that may be granted under the Plan are rights to Restricted Stock,
which gives the Grantee ownership rights in the Shares subject to the Award,
subject to a substantial risk of forfeiture, as set forth in Paragraph 7, and to
deferred payment, as set forth in Paragraph 8.

4.   SHARES SUBJECT TO THE PLAN

     (a) Not more than 4,875,000 Shares in the aggregate may be issued under the
Plan pursuant to the grant of Awards, subject to adjustment in accordance with
Paragraph 10. The Shares issued under the Plan may, at the Company's option, be
either Shares held in treasury or Shares originally issued for such purpose.

     (b) If Restricted Stock is forfeited pursuant to the times of an Award,
other Awards with respect to such Shares may be granted.

5.   ADMINISTRATION OF THE PLAN

     (a) Administration. The Plan shall be administered by the Committee.

     (b) Grants. Subject to the express terms and conditions set forth in the
Plan, the Committee shall have the power, from time to time, to:

          (i)  select those Employees to whom Awards shall be granted under the
               Plan, to determine the number of Shares to be granted pursuant to
               each Award, and, pursuant to the provisions of the Plan, to
               determine the terms and conditions of each Award, including the
               restrictions applicable to such Shares; and


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          (ii) interpret the Plan's provisions, prescribe, amend and rescind
               rules and regulations for the Plan, and make all other
               determinations necessary or advisable for the administration of
               the Plan.

The determination of the Committee in all matters as stated above shall be
conclusive.

     (c) Meetings. The Committee shall hold meetings at such times and places as
it may determine. Acts approved at a meeting by a majority of the members of the
Committee or acts approved in writing by the unanimous consent of the members of
the Committee shall be the valid acts of the Committee.

     (d) Exculpation. No member of the Committee shall be personally liable for
monetary damages for any action taken or any failure to take any action in
connection with the administration of the Plan or the granting of Awards
thereunder unless (i) the member of the Committee has breached or failed to
perform the duties of his office, and (ii) the breach or failure to perform
constitutes self-dealing, wilful misconduct or recklessness; provided, however,
that the provisions of this Paragraph 5(d) shall not apply to the responsibility
or liability of a member of the Committee pursuant to any criminal statute.

     (e) Indemnification. Service on the Committee shall constitute service as a
member of the Board. Each member of the Committee shall be entitled without
further act on his part to indemnity from the Company to the fullest extent
provided by applicable law and the Company' s Articles of Incorporation and
By-laws in connection with or arising out of any action, suit or proceeding with
respect to the administration of the Plan or the granting of Awards thereunder
in which he may be involved by reason of his being or having been a member of
the Committee, whether or not he continues to be such member of the Committee at
the time of the action, suit or proceeding.

6.   ELIGIBILITY

     Awards may be granted only to Eligible Employees of the Company and its
Subsidiaries, as determined by the Committee. No Awards shall be granted to an
individual who is not an Eligible Employee of the Company or a Subsidiary of the
Company.




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7.   RESTRICTED STOCK AWARDS

     The Committee may grant Awards in accordance with the Plan. The terms and
conditions of Awards shall be set forth in writing as determined from time to
time by the Committee, consistent, however, with the following:

     (a) Time of Grant. All Awards shall be granted within ten (10) years from
the date of adoption of the Plan by the Board.

     (b) Shares Awarded. The provisions of Awards need not be the same with
respect to each Grantee. No cash or other consideration shall be required to be
paid by the Grantee in exchange for an Award.

     (c) Awards and Agreements. A certificate shall be issued to each Grantee in
respect of Shares subject to an Award. Such certificate shall be registered in
the name of the Grantee and shall bear an appropriate legend referring to the
terms, conditions and restrictions applicable to such Award. The Company may
require that the certificate evidencing such Restricted Stock be held by the
Company until all restrictions on such Restricted Stock have lapsed.

     (d) Restrictions. Subject to the provisions of the Plan and the Award,
during a period set by the Committee commencing with the Date of Grant, which
shall extend for at least six (6) months from the Date of Grant (except as
otherwise provided by Paragraph 12), the Grantee shall not be permitted to sell,
transfer, pledge or assign Restricted Stock awarded under the Plan.

     (e) Lapse of Restrictions. Subject to the provisions of the Plan and the
Award, restrictions upon Shares subject to an Award shall lapse at such time or
times and on such terms and conditions as the Committee may determine and as are
set forth in the Award; provided, however, that the restrictions upon such
Shares shall lapse only if the Grantee on the date of such lapse is, and has
been an employee of the Company or of a subsidiary or affiliate of the Company
continuously from the Date of Grant. The Award may provide for the lapse of
restrictions in installments, as determined by the Committee. The Committee may,
in its sole discretion, waive, in whole or in part, any remaining restrictions
with respect to such Grantee's Restricted Stock.

     (f) Rights of the Grantee. Grantees may have such rights with respect to
Shares subject to an Award as may be determined by the Committee and set forth
in the Award, including the right to vote such Shares, and the right to receive
dividends paid with respect to such Shares.



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     (g) Termination of Grantee's Employment. A transfer of an Eligible Employee
between two employers, each of which is the Company or a Subsidiary, shall not
be deemed a termination of employment. In the event that a Grantee terminates
employment with the Company and its Subsidiaries, all Shares remaining subject
to restrictions shall be forfeited by the Grantee and deemed cancelled by the
Company.

     (h) Delivery of Shares. Except as otherwise provided by Paragraph 8, when
the restrictions imposed on Restricted Stock lapse with respect to one or more
Shares, the Company shall notify the Grantee that such restrictions no longer
apply, and shall deliver to the Grantee (or the person to whom ownership rights
may have passed by will or the laws of descent and distribution) a certificate
for the number of Shares for which restrictions have lapsed without any legend
or restrictions (except those that may be imposed by the Committee, in its sole
judgment, under Paragraph 9(a)). The right to payment of any fractional Shares
that may have accrued shall be satisfied in cash, measured by the product of the
fractional amount times the fair market value of a Share at the time the
applicable restrictions lapse, as determined by the Committee.

8.   DEFERRAL ELECTIONS

     A Grantee may elect to defer the receipt of Restricted Stock as to which
restrictions have lapsed as provided by the Committee in the Award, consistent,
however, with the following:

     (a)  Deferral Election.

          (i)  Election. Each Grantee shall have the right to defer the receipt
               of all or any portion of the Restricted Stock as to which the
               Award provides for the potential lapse of applicable restrictions
               by filing an election to defer the receipt of such Restricted
               Stock on a form provided by the Committee for this purpose.

          (ii) Deadline for Deferral Election. No election to defer the receipt
               of Restricted Stock as to which the Award provides for the
               potential lapse of applicable restrictions shall be effective
               unless it is filed with the Committee on or before the last day
               of the calendar year ending before the first day of the Plan Year
               in which the applicable restrictions may lapse; provided that an
               election to defer the receipt of Restricted Stock as to which the
               Award provides for the potential lapse of applicable restrictions


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               within the same Plan Year as the Plan Year in which the Award is
               granted shall be effective if it is filed with the Committee on
               or before the earlier of (A) the 30th day following the Date of
               Grant or (B) the last day of the month that precedes the month in
               which the applicable restrictions may lapse.

         (iii) Deferral Period. Subject to Paragraph 8(b), all Restricted Stock
               that is subject to a deferral election under this Paragraph 8(a)
               shall be delivered to the Grantee (or the person to whom
               ownership rights may have passed by will or the laws of descent
               and distribution) without any legend or restrictions (except
               those that may be imposed by the Committee, in its sole judgment,
               under Paragraph 9(a)), on the earlier of (A) the last day of the
               fifth Plan Year beginning after the date as of which the
               applicable restrictions lapse or (B) within sixty (60) days
               following the Grantee's termination of employment for any reason.

          (iv) Effect of Failure of Restrictions on Shares to Lapse. A deferral
               election under this Paragraph 8(a) shall be null and void in the
               event that the restrictions on Restricted Stock identified in a
               deferral election do not lapse as of the end of the Plan Year
               following the Plan Year in which the deferral election is filed
               with the Committee by reason of the failure to satisfy any
               condition precedent to the lapse of the restrictions in such Plan
               Year.

     (b) Additional Deferral Election. On or before the last day of the calendar
year ending before the first day of the Plan Year in which Restricted Stock
subject to a deferral election under Paragraph 8(a) is to be delivered to a
Grantee, the Grantee may elect to re-defer the receipt of all or any portion of
such Restricted Stock until the earlier of (i) the last day of the fifth Plan
Year beginning after the date on which the Restricted Stock would have been
delivered but for the Grantee's election pursuant to this Paragraph 8(b) or (ii)
within sixty (60) days following the Grantee's termination of employment for any
reason.

     (c) Status of Deferred Shares. A Grantee's right to delivery of Shares
subject to a deferral election under Paragraph 8(a) or 8(b) shall at all times
represent the general obligation of the Company. The Grantee shall be a general
creditor of the Company with respect to this obligation, and shall not have a


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secured or preferred position with respect to such obligation. Nothing contained
in the Plan or an Award shall be deemed to create an escrow, trust, custodial
account or fiduciary relationship of any kind. Nothing contained in the Plan or
an Award shall be construed to eliminate any priority or preferred position of a
Grantee in a bankruptcy matter with respect to claims for wages.

     (d) Non-Assignability, Etc. The right of a Grantee to receive Shares
subject to a deferral election under this Paragraph 8 shall not be subject in
any manner to attachment or other legal process for the debts of such Grantee;
and no right to receive Shares hereunder shall be subject to anticipation,
alienation, sale, transfer, assignment or encumbrance.

9.   SECURITIES LAWS; TAXES

     (a) Securities Laws. The Committee shall have the power to make each grant
of Awards under the Plan subject to such conditions as it deems necessary or
appropriate to comply with the then-existing requirements of the 1933 Act and
the 1934 Act, including Rule 16b-3. Such conditions may include the delivery by
the Grantee of an investment representation to the Company in connection with
the lapse of restrictions on Shares subject to an Award, or the execution of an
agreement by the Grantee to refrain from selling or otherwise disposing of the
Shares acquired for a specified period of time or on specified terms.

     (b) Taxes. Subject to the rules of Paragraph 9(c), the Company shall be
entitled, if necessary or desirable, to withhold the amount of any tax, charge
or assessment attributable to the grant of any Award or lapse of restrictions
under any Award. The Company shall not be required to deliver Shares pursuant to
any Award until it has been indemnified to its satisfaction for any such tax,
charge or assessment.

     (c) Payment of Tax Liabilities; Election to Withhold Shares or Pay Cash to
Satisfy Tax Liability.

          (i)  In connection with the grant of any Award or the lapse of
               restrictions under any Award, the Company shall have the right to
               (A) require the Grantee to remit to the Company an amount
               sufficient to satisfy any federal, state and/or local withholding
               tax requirements prior to the delivery or transfer of any
               certificate or certificates for Shares subject to such Award, or
               (B) take any action whatever that it deems necessary to protect
               its interests with respect to tax liabilities. The Company's
               obligation to make any delivery or transfer of Shares shall be
               conditioned on the


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               Grantee's compliance, to the Company's satisfaction, with any
               withholding requirement.

          (ii) Except as otherwise provided in this Paragraph 9(c)(ii), any tax
               liabilities incurred in connection with grant of any Award or the
               lapse of restrictions under any Award under the Plan shall be
               satisfied by the Company's withholding a portion of the Shares
               subject to such Award having a fair market value approximately
               equal to the minimum amount of taxes required to be withheld by
               the Company under applicable law, unless otherwise determined by
               the Committee with respect to any Grantee. Notwithstanding the
               foregoing, the Committee may permit a Grantee to elect one or
               both of the following: (A) to have taxes withheld in excess of
               the minimum amount required to be withheld by the Company under
               applicable law; provided that the Grantee certifies in writing to
               the Company at the time of such election that the Grantee has
               held for at least six months a number of shares of the same class
               as that of the Shares subject to the Award that is at least equal
               to the number to be withheld by the Company in payment of
               withholding taxes in excess of such minimum amount; and (B) to
               pay to the Company in cash all or a portion of the taxes to be
               withheld in connection with such grant or lapse of restrictions.
               In all cases, the Shares so withheld by the Company shall have a
               fair market value that does not exceed the amount of taxes to be
               withheld minus the cash payment, if any, made by the Grantee. The
               fair market value of such Shares shall be determined based on the
               last reported sale price of a Share on the principal exchange on
               which Shares are listed or, if not so listed, on the NASDAQ Stock
               Market on the last trading day prior to the date of such grant or
               lapse of restriction. Any election pursuant to this Paragraph
               9(c)(ii) must be in writing made prior to the date specified by
               the Committee, and in any event prior to the date the amount of
               tax to be withheld or paid is determined. In addition, with
               respect to persons subject to reporting requirements under
               Section 16(a) of the 1934 Act, such election must be made at
               least six months prior to the date the amount of tax to be
               withheld or paid is determined (which election will remain in
               effect with regard to all future grants of Awards or lapses of
               restrictions, as applicable, unless revoked upon six months prior
               notice). An election pursuant to this


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               Paragraph 9(c)(ii) may be made only by a Grantee or, in the event
               of the Grantee's death, by the Grantee's legal representative. No
               Shares withheld pursuant to this Paragraph 9(c)(ii) shall be
               available for subsequent grants under the Plan. The Committee may
               add such other requirements and limitations regarding elections
               pursuant to this Paragraph 9(c)(ii) as it deems appropriate.

10.  CHANGES IN CAPITALIZATION

     The aggregate number of Shares and class of Shares as to which Awards may
be granted and the number of Shares covered by each outstanding Award shall be
appropriately adjusted in the event of a stock dividend, stock split,
recapitalization or other change in the number or class of issued and
outstanding equity securities of the Company resulting from a subdivision or
consolidation of the Shares and/or other outstanding equity security or a
recapitalization or other capital adjustment (not including the issuance of
Shares and/or other outstanding equity securities on the conversion of other
securities of the Company which are convertible into Shares and/or other
outstanding equity securities) affecting the Shares which is effected without
receipt of consideration by the Company. The Committee shall have authority to
determine the adjustments to be made under this Paragraph 10 and any such
determination by the Committee shall be final, binding and conclusive.

11.  MERGERS, DISPOSITIONS AND CERTAIN OTHER TRANSACTIONS

     If before the lapse of all restrictions on Restricted Stock, the Company or
any subsidiary or affiliate of the Company shall be merged into or consolidated
with or otherwise combined with or acquired by another person or entity, or
there is a reorganization or a liquidation or partial liquidation of the
Company, the Company may choose to take no action with regard to the Awards
outstanding, or, notwithstanding any other provision of the Plan, the Company
may eliminate any restrictions that may continue to apply to Restricted Stock or
the Company shall take such action as the Board shall determine to be reasonable
under the circumstances in order to permit Grantees to realize the value of
rights granted to them under the Plan.

12.  AMENDMENT AND TERMINATION

     The Plan may be terminated by the Board at any time. The Plan may be
amended by the Board at any time. No Award shall be affected by any such
termination or amendment without the written consent of the Grantee.

13.  EFFECTIVE DATE



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     The Plan shall become effective on the date on which the Plan is adopted by
the Board. The adoption of the Plan and the grant of Awards pursuant to the Plan
is subject to the approval of the shareholders of the Company to the extent that
such approval (a) is required pursuant to the By-law of the National Association
of Securities Dealers, Inc., and the schedules thereto, in connection with
issuers whose securities are included in the NASDAQ National Market System, or
(b) is requiring to satisfy the conditions on Rule 16b-3. If shareholder
approval is required to satisfy the foregoing conditions, the Board shall submit
the Plan to the shareholders the Company for their approval at the first annual
meeting of shareholders held after the adoption of the Plan by the Board.

14.  GOVERNING LAW

     The Plan and all determinations made and actions taken pursuant to the Plan
shall be governed in accordance with Pennsylvania Law.

     Executed this 13th day of December, 1995


[CORPORATE SEAL]                            COMCAST CORPORATION




ATTEST:/s/ Arthur R. Block                  BY: /s/ Stanley Wang


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