================================================================
                                    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 [FEE REQUIRED] FOR THE FISCAL YEAR ENDED

                                DECEMBER 31, 1995

                                       OR

[ ]  TRANSITION  REPORT  PURSUANT  TO SECTION  13 OR 15(d) OF THE  SECURITIES
     EXCHANGE ACT OF 1934 [NO FEE REQUIRED]
     FOR THE TRANSITION PERIOD FROM  ___________ TO ____________

                          Commission file number 0-6983

                            [GRAPHIC OMITTED - LOGO]


                              COMCAST CORPORATION


             (Exact name of registrant as specified in its charter)

          PENNSYLVANIA                            23-1709202
(State or other jurisdiction 
of incorporation or organization)      (I.R.S. Employer 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:
                                      NONE
                        ---------------------------------
           SECURITIES REGISTERED PURSUANT TO SECTION 12(g) OF THE ACT:
               Class A Common Stock, $1.00 par value 
               Class A Special Common Stock, $1.00 par value 
               3-3/8% / 5-1/2% Step-up Convertible Subordinated 
                 Debentures Due 2005 
               1-1/8% Discount Convertible Subordinated Debentures Due 2007
                          ----------------------------
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. [ ]
                           --------------------------

As of February 1, 1996,  the aggregate  market value of the Class A Common Stock
and Class A Special  Common Stock held by  non-affiliates  of the Registrant was
not   less   than   $688.6   million   and   $3.781    billion,    respectively.

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

As of February 1, 1996, there were 193,169,033  shares of Class A Special Common
Stock, 37,497,885 shares of Class A Common Stock and 8,786,250 shares of Class B
Common Stock outstanding.
                           --------------------------

                       DOCUMENTS INCORPORATED BY REFERENCE
Part III - The Registrant's definitive Proxy Statement for its Annual Meeting of
Shareholders presently scheduled to be held in June 1996.
        ================================================================


<PAGE>



                               COMCAST CORPORATION
                          1995 FORM 10-K ANNUAL REPORT

                                TABLE OF CONTENTS

                                     PART I

Item 1    Business............................................................1

Item 2    Properties.........................................................22

Item 3    Legal Proceedings..................................................22

Item 4    Submission of Matters to a Vote of Security Holders................22

Item 4A   Executive Officers of the Registrant...............................22

                                     PART II

Item 5    Market for the Registrant's Common Equity and
              Related Stockholder Matters....................................24

Item 6    Selected Financial Data............................................25

Item 7    Management's Discussion and Analysis of
              Financial Condition and Results of Operations..................26

Item 8    Financial Statements and Supplementary Data........................37

Item 9    Changes in and Disagreements with
              Accountants on Accounting and Financial Disclosure.............62

                                    PART III

Item 10   Directors and Executive Officers of the Registrant.................62

Item 11   Executive Compensation.............................................62

Item 12   Security Ownership of Certain Beneficial
              Owners and Management..........................................62

Item 13   Certain Relationships and Related Transactions.....................62

                                     PART IV

Item 14   Exhibits, Financial Statement Schedules and Reports
              on Form 8-K....................................................63

SIGNATURES ..................................................................71

                          ___________________________

This Annual  Report on Form 10-K for the year ended  December 31,  1995,  at the
time of  filing  with the  Securities  and  Exchange  Commission,  modifies  and
supersedes all prior documents (other than the Company's  Current Report on Form
8-K filed on December 19,  1995) filed  pursuant to Sections 13, 14 and 15(d) of
the  Securities  Exchange Act of 1934 for purposes of any offers or sales of any
securities after the date of such filing pursuant to any Registration  Statement
or Prospectus filed pursuant to the Securities Act of 1933 which incorporates by
reference this Annual Report.

The Private  Securities  Litigation  Reform Act of 1995 provides a "safe harbor"
for  forward-looking  statements.  Certain  information  included in this Annual
Report is  forward  looking,  such as  information  relating  to future  capital
expenditures and the effects of future regulation and competition.  Such forward
looking  information  involves  important  risks and  uncertainties  that  could
significantly  affect expected results in the future from those expressed in any
forward-looking  statements  made by, or on behalf of, the Company.  These risks
and uncertainties  include,  but are not limited to,  uncertainties  relating to
economic  conditions,  acquisitions and divestitures,  government and regulatory
policies, the pricing and availability of equipment, materials,  inventories and
programming,   technological   developments   and  changes  in  the  competitive
environment in which the Company operates.


<PAGE>



                                     PART I

ITEM 1    BUSINESS

Comcast  Corporation and its subsidiaries (the "Company") is principally engaged
in  the   development,   management   and   operation   of  wired  and  wireless
telecommunications  and  the  provision  of  content.  Wired  telecommunications
includes cable and  telecommunications  services in the United States ("US") and
the  United  Kingdom  ("UK").  Wireless   telecommunications  includes  cellular
services,  personal  communications  services,  provided  through the  Company's
investment in Sprint Spectrum, and direct to home satellite television.  Content
is provided  through  QVC,  Inc. and its  subsidiaries  ("QVC"),  an  electronic
retailer,  Comcast  Content  and  Communication  Corporation  ("C3")  and  other
programming investments (see "General Developments of Business").  The Company's
consolidated  domestic cable operations served more than 3.4 million subscribers
and passed more than 5.5 million homes as of December 31, 1995. The Company owns
a 50%  interest in Garden  State  Cablevision  L.P.  ("Garden  State"),  a cable
communications  company serving  approximately  200,000  subscribers and passing
approximately 292,000 homes. In the UK, a subsidiary of the Company,  Comcast UK
Cable Partners Limited ("Comcast UK Cable"),  holds ownership  interests in four
cable and telephony  businesses  that  collectively  have the potential to serve
over 1.6 million homes. The Company provides cellular  telephone  communications
services pursuant to licenses granted by the Federal  Communications  Commission
("FCC") in markets with a population of over 8.3 million,  including the area in
and around the City of Philadelphia,  Pennsylvania,  the State of Delaware and a
significant portion of the State of New Jersey. Through QVC, the Company markets
a wide variety of products  and reaches over 52 million  homes across the US and
an additional 4 million in the UK.

The  Company  was  organized  in 1969  under  the  laws of the  Commonwealth  of
Pennsylvania  and has its  principal  executive  offices at 1500 Market  Street,
Philadelphia, Pennsylvania, 19102-2148, (215) 665-1700.

                  FINANCIAL INFORMATION ABOUT INDUSTRY SEGMENTS

See Note 11 to the Company's  consolidated  financial statements for information
about the Company's operations by industry segment.

                        GENERAL DEVELOPMENTS OF BUSINESS

Regulatory Developments

The   Telecommunications  Act  of  1996  (the  "1996  Telecom  Act"),  the  most
comprehensive  reform  of  the  nation's   telecommunications   laws  since  the
Communications  Act of 1934 (the  "Communications  Act"),  became  effective  in
February  1996.  The 1996 Telecom Act will result in changes in the  marketplace
for cable communications,  telephone and other telecommunications  services (see
"Description of the  Company's  Businesses  -  Wired  Telecommunications - Cable
Communications - Legislation and Regulation").

The Company has settled the majority of outstanding  proceedings challenging its
rates charged for regulated cable services. In December 1995, the FCC adopted an
order approving a negotiated  settlement of rate complaints  pending against the
Company  for  cable   programming   service  tiers   ("CPSTs")   which  provided
approximately $6.6 million in refunds, plus interest, being given in the form of
bill credits,  to approximately 1.3 million of the Company's cable  subscribers.
This FCC order  resolved 160 of the Company's  benchmark rate cases covering the
period September 1993 through July 1994 and 104 of the Company's cost-of-service
cases for CPSTs  covering the period  September  1993 through  December 1995. As
part  of the  negotiated  settlement,  the  Company  agreed  to  forego  certain
inflation   and  external   cost   adjustments   for  systems   covered  by  its
cost-of-service  filings  for  CPSTs.  The FCC's  order has been  appealed  to a
federal  appellate court by a local  franchising  authority whose rate complaint
against the  Company was  resolved  by the  negotiated  settlement.  The Company
currently is seeking to justify rates for basic cable  services and equipment in
certain  of its  cable  systems  in the State of  Connecticut  on the basis of a
cost-of-service  showing.  The State of  Connecticut  has ordered the Company to
reduce such rates and to make refunds to  subscribers.  The Company has appealed
the Connecticut  decision to the FCC. The Company's management believes that the
ultimate resolution of these pending regulatory matters will not have a material
adverse impact on the Company's financial position or results of operations.



<PAGE>



Sprint Spectrum

Effective as of January 1996, the Company,  Tele-Communications,  Inc.  ("TCI"),
Cox  Communications,  Inc.  ("Cox," and  together  with the Company and TCI, the
"Cable Parents") and Sprint  Corporation  ("Sprint," and together with the Cable
Parents,  the "Parents"),  and certain subsidiaries of the Parents (the "Partner
Subsidiaries"), entered into a series of agreements relating to their previously
announced joint venture (March 1995) to engage in the  communications  business.
Under an Amended and Restated Agreement of Limited Partnership (the "Partnership
Agreement")  of MajorCo,  L.P.  (known as "Sprint  Spectrum"),  the  business of
Sprint  Spectrum will be the provision of wireless  telecommunications  services
and will not include the  previously  authorized  business  of  providing  local
wireline  communications  services to residences and  businesses.  A partnership
owned entirely by subsidiaries of the Company owns 15% of Sprint  Spectrum.  The
Company accounts for its investment in Sprint Spectrum under the equity method.

Sprint  Spectrum  was  the  successful  bidder  for 29  personal  communications
services ("PCS") licenses in the auction conducted by the FCC from December 1994
through  mid-March  1995. The purchase price for the licenses was  approximately
$2.11 billion,  all of which has been paid to the FCC.  Sprint Spectrum may also
elect to bid in  subsequent  auctions  for PCS  licenses.  In  addition,  Sprint
Spectrum has invested,  and may continue to invest,  in other entities that hold
PCS  licenses,  may  acquire PCS  licenses  from other  license  holders and may
affiliate with other license holders.

The Partner  Subsidiaries  have committed to contribute  $4.2 billion in cash to
Sprint Spectrum through 1997, of which the Company's share is $630.0 million. Of
this funding requirement,  the Company has made total cash capital contributions
to Sprint  Spectrum of $346.0  million  through  December 31, 1995.  The Company
anticipates that Sprint  Spectrum's  capital  requirements over the next several
years will be  significant.  Requirements  in excess of  committed  capital  are
planned to be funded by Sprint Spectrum through external financing.  Although it
is anticipated  that external  financing will be available to Sprint Spectrum on
acceptable  terms  and  conditions,  no  assurances  can  be  given  as to  such
availability.  The timing of the Company's  remaining  capital  contributions to
Sprint  Spectrum  is  dependent  upon a  number  of  factors,  including  Sprint
Spectrum's  ability to obtain external  financing as well as its working capital
requirements.

Pursuant to separate Parent  agreements,  each Cable Parent and Sprint agreed to
negotiate in good faith on a market-  by-market basis for the provision of local
wireline  telephony  services  over the cable  communications  facilities of the
applicable  Cable Parent under the Sprint brand.  Accordingly,  local  telephony
offerings  in each  market will be the subject of  individual  agreements  to be
negotiated  with Sprint,  rather than being provided  through Sprint Spectrum as
originally contemplated.  The offering of local wireline telephone services will
require the removal of regulatory and  legislative  barriers to local  telephone
competition   (see   "Description   of  the   Company's   Businesses   -   Wired
Telecommunications - Cable  Communications - Legislation and Regulation").  Each
Parent  agreement  also  contains  certain  restrictions  on the ability of each
Parent to offer and  promote,  or package  certain  of its cable  communications
products or services  with,  certain  products and services of other persons and
requires the applicable Cable Parent to make its cable communications facilities
available to Sprint for  specified  purposes to the extent that it has made such
facilities available to certain others for such purposes.

The Partner  Subsidiaries also terminated a contribution  agreement  pursuant to
which  they had  agreed  to  contribute  to  Sprint  Spectrum  their  respective
interests in Teleport  Communications Group Inc., TCG Partners and certain local
joint ventures managed by such entities (collectively, "TCG"). TCG is one of the
largest  competitive  access  providers in the US in terms of route  miles.  The
Parents  reaffirmed  their  intention  to continue to attempt to  integrate  the
business of TCG with that of Sprint Spectrum.

Scripps Cable

In October  1995,  the Company  announced  its  agreement  to purchase the cable
television  operations  ("Scripps  Cable") of The E.W.  Scripps  Company  ("E.W.
Scripps") in exchange for shares of the Company's  Class A Special Common Stock,
par value  $1.00 per share (the "Class A Special  Common  Stock" -- see Item 5 -
"Market for the Registrant's  Common Equity and Related  Stockholder  Matters"),
worth $1.575  billion  (the "Base  Consideration"),  subject to certain  closing
adjustments (the "Scripps Transaction").  Scripps Cable passes approximately 1.2
million homes and serves approximately 800,000 subscribers, with over 60% of its
subscribers located in Sacramento, California and

                                      - 2 -

<PAGE>



Chattanooga and Knoxville,  Tennessee.  The purchase is expected to close in the
second half of 1996, subject to shareholder and regulatory  approval and certain
other conditions.

Pursuant to the  Agreement  and Plan of Merger dated as of October 28, 1995 (the
"Merger  Agreement") by and among the Company,  E.W. Scripps and Scripps Howard,
Inc., a wholly owned subsidiary of E.W. Scripps, E.W. Scripps will distribute to
its   shareholders   all  assets  other  than  Scripps  Cable.   Following  such
distribution,  E.W.  Scripps  will be  merged  with and into  the  Company  (the
"Merger")  and each share of E.W.  Scripps  common stock issued and  outstanding
immediately  prior to the Merger will be converted  into a portion of the shares
of the Class A Special Common Stock to be paid as  consideration  in the Merger.
Assuming (i) no adjustment has been made to the Base  Consideration and (ii) the
closing  price of the Class A  Special  Common  Stock is equal to the  execution
price  ($20.075 per share),  as such terms are defined in the Merger  Agreement,
the  Company  would  issue  to  E.W.  Scripps'   shareholders  an  aggregate  of
approximately 78.5 million shares of Class A Special Common Stock in the Merger,
subject to certain adjustments.  Such shares would represent,  in the aggregate,
approximately  28.9% of the  Class A  Special  Common  Stock  outstanding  as of
December 31, 1995, on a pro forma basis.

Share Repurchase Program

Concurrent  with  the  announcement  of the  Scripps  Transaction,  the  Company
announced  that its Board of Directors has  authorized  the  repurchase of up to
$500.0 million of its outstanding common equity securities.  The Company expects
such  repurchases  to be  effected  from  time to time in the open  market or in
private transactions, subject to market conditions.

QVC

In February 1995, the Company and TCI acquired all of the  outstanding  stock of
QVC not previously  owned by them  (approximately  65% of such shares on a fully
diluted basis) for $46, in cash, per share (the "QVC Acquisition"), representing
a total cost of approximately $1.4 billion.  The QVC Acquisition,  including the
exercise  of  certain  warrants  held by the  Company,  was  financed  with cash
contributions  from the  Company  and TCI of $296.3  million  and $6.6  million,
respectively,  borrowings  of $1.1  billion  under  a $1.2  billion  QVC  credit
facility and  existing  cash and cash  equivalents  held by QVC.  Following  the
acquisition,  the Company and TCI own,  through their  respective  subsidiaries,
57.45% and 42.55%,  respectively,  of QVC.  The  Company,  through a  management
agreement,  is responsible for the day to day operations of QVC. The Company has
accounted for the QVC  Acquisition  under the purchase  method of accounting and
QVC was consolidated with the Company effective February 1, 1995.


                     DESCRIPTION OF THE COMPANY'S BUSINESSES

                            WIRED TELECOMMUNICATIONS

Wired  telecommunications  consists  primarily of the Company's  domestic  cable
communications   operations.   The  Company's  other  wired   telecommunications
businesses include its UK cable and  telecommunications  operations,  along with
the Company's interests in alternate access providers, such as TCG (see "General
Developments of Business" - "Sprint Spectrum").

                              Cable Communications

General

A cable  communications  system receives  signals by means of special  antennae,
microwave relay systems,  earth stations and fiber optics.  The system amplifies
such signals,  provides locally  originated  programs and ancillary services and
distributes  programs to  subscribers  through a fiber  optic and coaxial  cable
system.

Cable  communications  systems  generally  offer  subscribers the signals of all
national  television  networks;  local and distant  independent,  specialty  and
educational  television stations;  satellite-delivered  non-broadcast  channels;
locally originated  programs;  educational  programs;  audio programming;  video
games; electronic retailing and public service announcements.  In addition, each
of the Company's systems offer, for an extra monthly charge, one or more premium
services ("Pay Cable") such as Home Box Office(R), Cinemax(R),  Showtime(R), The
Movie Channel(TM),

                                      - 3 -

<PAGE>



Encore(R) and The (C)Disney Channel,  which generally offer,  without commercial
interruption,  feature motion pictures, live and taped sporting events, concerts
and other special  features.  Substantially  all of the Company's  systems offer
pay-per-view  services,  which permit a subscriber to order, for a separate fee,
individual  feature motion pictures and special event  programs.  The Company is
field testing non-entertainment  services such as cable modem, data transfer and
other personal computer ("PC") based services ("Non-entertainment Services").

Cable  communications  systems are  generally  constructed  and  operated  under
non-exclusive  franchises  granted by state or local  governmental  authorities.
Franchises  typically  contain  many  conditions,  such as time  limitations  on
commencement  or completion of  construction;  conditions of service,  including
number of channels,  types of  programming  and  provision  of free  services to
schools and other public  institutions;  and the  maintenance  of insurance  and
indemnity bonds. Cable franchises are subject to the Cable Communications Policy
Act of 1984 (the "1984 Cable Act"), the Cable Television Consumer Protection and
Competition  Act of 1992 (the "1992 Cable Act," and together with the 1984 Cable
Act,  the  "Cable  Acts")  and  the  1996  Telecom  Act  (see  "Legislation  and
Regulation"), as well as FCC, state and local regulations.

The  Company's  franchises  typically  provide  for  periodic  payments  to  the
governmental  authority of franchise  fees of up to 5% of revenues  derived from
cable operations.  Franchises are generally  nontransferable without the consent
of the governmental authority. Many of the Company's franchises were granted for
an initial term of 15 years. Although franchises  historically have been renewed
and, under the Cable Acts, should continue to be renewed for companies that have
provided  adequate  service and have complied  generally with  franchise  terms,
renewal may be more  difficult as a result of the 1992 Cable Act and may include
less favorable terms and conditions. Furthermore, the governmental authority may
choose to award  additional  franchises to competing  companies at any time (see
"Competition"  and "Legislation and  Regulation").  In addition,  under the 1996
Telecom Act certain  providers of programming  services may be exempt from local
franchising requirements.

Company's Systems

The table  below  sets  forth a summary  of Homes  Passed  and Cable  Subscriber
information for the Company's domestic cable communications systems for the five
years ended December 31, 1995:

<TABLE>
<CAPTION>
                                                                        December 31,
                                                1995 (5)     1994 (5)       1993         1992 (4)   1991 (4)
                                                --------     --------       ----         --------   --------
                                                                         (In thousands)
<S>                                           <C>           <C>           <C>            <C>        <C>
Homes Passed (1)(3)                             5,570        5,491           4,211        4,154      4,218

Cable Subscribers (2)(3)                        3,407        3,307           2,648        2,583      2,474
<FN>
---------------

(1)  A home is deemed "passed" if it can be connected to the distribution system
     without further extension of the transmission lines.
(2)  A  dwelling  with one or more  television  sets  connected  to a system  is
     counted as one Cable Subscriber.
(3)  Consists of systems whose financial  results are consolidated with those of
     the  Company.   Amounts  do  not  include  information  for  the  Company's
     investment  in Garden State or in other  systems  managed by the Company in
     which the Company has less than a 50%  interest.  As of December  31, 1995,
     total Homes Passed and Cable Subscribers for such entities were 327,000 and
     223,000,  respectively.  
(4)  Includes  50%  of  the  Homes  Passed  and  Cable   Subscribers  of  Storer
     Communications, Inc. ("Storer") in 1991. Homes Passed decreased in 1992 due
     to the  difference  between 50% of the total of Storer's  Homes  Passed for
     1991 and those  Homes  Passed  received  in the  December  1992 split up of
     Storer between the Company and Storer's other 50% owner.
(5)  Includes the  consolidated  systems acquired in the Company's 1994 purchase
     of the US cable  television and  alternative  access  operations of Maclean
     Hunter Limited.
</FN>
</TABLE>

Revenue Sources

The Company's  cable  communications  systems  offer varying  levels of service,
depending primarily on their respective channel  capacities.  As of December 31,
1995, a majority of the Company's systems had the capacity to carry in excess of
50 channels.

                                      - 4 -
<PAGE>




Monthly  service rates and related  charges vary in accordance  with the type of
service  selected by the  subscriber.  The  Company  may  receive an  additional
monthly fee for Pay Cable service, the charge for which varies with the type and
level of  service  selected  by the  subscriber.  Additional  charges  are often
imposed for installation services,  commercial  subscribers,  program guides and
other services.  The Company also generates revenue from pay-per-view  services,
advertising  sales  and  commissions  from  electronic  retailing.   Subscribers
typically pay on a monthly basis and generally may  discontinue  services at any
time (see "Legislation and Regulation").

Programming and Suppliers

The Company  generally  pays either a monthly fee per subscriber or a percentage
of the  Company's  gross  receipts  for  programming.  Some  of the  programming
suppliers  provide volume  discount  pricing  structures  and/or offer marketing
support to the Company.

National  manufacturers  are the  primary  sources of  supplies,  equipment  and
materials  utilized in the  construction  and upgrading of the  Company's  cable
communications  systems.  Construction,  rebuild  and  upgrade  costs  for these
systems  have  increased  during  recent  years and are  expected to continue to
increase  as a result of the need to  construct  increasingly  complex  systems,
overall  demand for labor and other  factors.  The  Company is unable to predict
whether increases in such costs will have a material impact on its operations.

UK Activities

The Company  beneficially owns a 31.2% equity interest and controls 81.9% of the
total voting power of Comcast UK Cable.  Comcast UK Cable is  consolidated  with
the Company.  As of December 31, 1995,  Comcast UK Cable has equity interests in
four  operating  companies  (the "UK  Operating  Companies"):  Birmingham  Cable
Corporation Limited ("Birmingham Cable"), in which Comcast UK Cable owns a 27.5%
interest,  Cable London PLC ("Cable  London"),  in which Comcast UK Cable owns a
49.0% interest,  Cambridge Holding Company Limited ("Cambridge Cable"), in which
Comcast UK Cable owns a 50.0% interest and a 100% interest in the franchises for
Darlington and Teesside,  England ("Teesside").  The UK Operating Companies hold
exclusive  cable  television   licenses  and  non-exclusive   telecommunications
licenses and provide  integrated  cable  television,  residential  telephony and
business   telecommunications   services  to  subscribers  in  their  respective
franchise areas.

In  December  1995,  Comcast  UK  Cable  and the  parent  company  of  Singapore
Telecommunications  Limited  ("SingTel")  executed  a Share  Exchange  Agreement
relating  to the  exchange  (the  "SingTel  Transaction")  by SingTel of its 50%
interest  in  Cambridge  Cable and  certain  loans made to  Cambridge  Cable for
approximately  8.9  million  of Comcast  UK  Cable's  Class A Common  Shares and
(pound)3.7  million,  subject to certain  closing  adjustments.  If the  SingTel
Transaction is  consummated,  which is anticipated to occur in the first half of
1996,  Comcast UK Cable would begin  consolidating  the  financial  position and
results of  operations  of Cambridge  Cable.  Upon  consummation  of the SingTel
Transaction,  the Company will  beneficially  own a 25.7% equity interest in and
control 77.6% of the total voting power of Comcast UK Cable. Consummation of the
SingTel Transaction is subject to a number of conditions,  including the receipt
of necessary regulatory approvals.


                                      - 5 -

<PAGE>



UK Operating Companies' Systems

The table  below  sets  forth  Homes  Passed,  Cable  Subscriber  and  Telephony
Subscriber  information  for the UK Operating  Companies'  cable  communications
systems for the five years ended December 31, 1995.

<TABLE>
<CAPTION>
                                                                        December 31,
                                                1995         1994           1993         1992       1991
                                                ----         ----           ----         ----       ----
                                                                         (In thousands)
<S>                                            <C>           <C>            <C>         <C>          <C>
Homes Passed (1) (2)
Birmingham Cable                                  292          227             156          104         39
Cable London                                      246          171             121           78         49
Cambridge Cable                                   151          115              75           36          5
Teesside                                           40

Cable Subscribers (2) (3)
Birmingham Cable                                   88           73              55           35         12
Cable London                                       52           42              30           20          9
Cambridge Cable                                    36           30              16            6          1
Teesside                                           14

Telephony Subscribers (2) (4)
Birmingham Cable                                   83           59              36           23          3
Cable London                                       41           32              18           12          3
Cambridge Cable                                    44           34              12
Teesside                                           20
<FN>
(1)  A home is deemed "passed" if it can be connected to the distribution system
     without further extension of the transmission lines.
(2)  Homes Passed,  Cable  Subscribers and Telephony  Subscribers  have not been
     adjusted  for  the  Company's  proportionate  ownership  interests  in  the
     respective UK Operating Companies.
(3)  A  dwelling  with one or more  television  sets  connected  to a system  is
     counted as one Cable Subscriber.
(4)  A  dwelling  with one or more  telephone  lines  connected  to a system  is
     counted as one Telephony Subscriber.
</FN>
</TABLE>

Teesside commenced construction of a cable  telecommunications  network to serve
its  franchises  in the third  quarter of 1994 and added its  initial  cable and
telephony  subscribers  in  June  1995.  When  build-out  of  the  UK  Operating
Companies'  systems is complete,  these systems will have the potential to serve
approximately 1.6 million homes and the businesses within their franchise areas.
Based on its  December  31, 1995  proportionate  ownership  interests  in the UK
Operating  Companies,  Comcast UK Cable's  interests  represent the potential to
serve approximately 835,000 homes.

Competition

Cable  communications  systems  face  competition  from  alternative  methods of
receiving and  distributing  television  signals and from other sources of news,
information and entertainment such as off-air television broadcast  programming,
newspapers,  movie theaters, live sporting events, interactive computer services
and home video products,  including videotape cassette recorders.  The extent to
which a cable  communications  system is competitive  depends, in part, upon the
cable system's ability to provide, at a reasonable price to consumers, a greater
variety of  programming  and other  communications  services  than are available
off-air or through other  alternative  delivery  sources (see  "Legislation  and
Regulation") and upon superior technical performance and customer service.

The 1996 Telecom Act will make it easier for local exchange telephone  companies
("LECs") and others to provide a wide variety of video services competitive with
services  provided by cable  systems and to provide cable  services  directly to
subscribers  (see  "Legislation  and  Regulation").  Various LECs  currently are
seeking to provide video services within their telephone service areas through a
variety of distribution methods.  Cable systems could be placed at a competitive
disadvantage if the delivery of video services by LECs becomes  widespread since
LECs  may  not  be  required,  under  certain  circumstances,  to  obtain  local
franchises  to deliver  such video  services  or to comply  with the  variety of
obligations  imposed upon cable systems under such franchises (see  "Legislation
and Regulation").  Issues of  cross-subsidization by LECs of video and telephony
services also pose strategic disadvantages for cable

                                      - 6 -

<PAGE>



operators  seeking to compete with LECs who provide video services.  The Company
cannot predict at this time the likelihood of success of video service  ventures
by LECs or the impact on the Company of such competitive ventures.

Cable communications systems generally operate pursuant to franchises granted on
a non-exclusive  basis. The 1992 Cable Act gives local  franchising  authorities
jurisdiction  over basic cable  service  rates and  equipment  in the absence of
"effective  competition,"  prohibits  franchising  authorities from unreasonably
denying requests for additional  franchises and permits franchising  authorities
to operate cable systems (see  "Legislation  and  Regulation").  Well-  financed
businesses  from outside the cable industry  (such as the public  utilities that
own certain of the poles on which cable is attached) may become  competitors for
franchises or providers of competing services (see "Legislation and Regulation -
The 1996 Telecom Act").  The costs of operating a cable system where a competing
service exists will be  substantially  greater than if there were no competition
present.  Competition exists in several of the Company's  systems.  In addition,
LECs in various  states  have  announced  plans to compete  with  various of the
Company's cable communications systems.

Cable  operators  face  additional  competition  from private  satellite  master
antenna  television  ("SMATV")  systems that serve  condominiums,  apartment and
office complexes and private  residential  developments.  The operators of these
SMATV  systems often enter into  exclusive  agreements  with building  owners or
homeowners'  associations.  While the 1984  Cable Act gives a  franchised  cable
operator the right to use existing  compatible  easements  within its  franchise
area on  nondiscriminatory  terms and  conditions,  there have been  conflicting
judicial  decisions  interpreting the scope of the access right granted to serve
such private  property.  Various states have enacted laws to provide  franchised
cable systems access to such private complexes.  These laws have been challenged
in the courts  with  varying  results.  Due to the  widespread  availability  of
reasonably  priced earth  stations,  SMATV  systems now can offer both  improved
reception of local television stations and many of the same  satellite-delivered
program services offered by franchised cable systems. The ability of the Company
to compete for subscribers in residential and commercial  developments served by
SMATV operators is uncertain. The 1996 Telecom Act gives cable operators greater
flexibility with respect to pricing of cable communications services provided to
subscribers in residential  and  commercial  developments.  It also broadens the
definition  of SMATV  systems not subject to  regulation  as a franchised  cable
communications service.

The  availability  of  reasonably-priced  home  satellite  dish  earth  stations
("HSDs")    enables    individual    households   to   receive   many   of   the
satellite-delivered   program   services   formerly   available  only  to  cable
subscribers.  Furthermore, the 1992 Cable Act contains provisions, which the FCC
has implemented with regulations, to enhance the ability of cable competitors to
purchase and make  available  to HSD owners  certain  satellite-delivered  cable
programming at competitive costs.

In recent years, the FCC and the Congress have adopted policies providing a more
favorable operating  environment for new and existing technologies that provide,
or have the  potential to provide,  substantial  competition  to cable  systems.
These technologies include, among others, the direct broadcast satellite ("DBS")
service  whereby  signals are  transmitted by satellite to receiving  facilities
located on the premises of  subscribers.  Programming is currently  available to
the owners of HSDs through  conventional,  medium and  high-powered  satellites.
Primestar  Partners  L.P.   ("Primestar"),   a  consortium  comprised  of  cable
operators, including the Company and a satellite company, commenced operation in
1990  of a  medium-power  DBS  satellite  system  using  the Ku  portion  of the
frequency spectrum and currently provides service consisting of approximately 95
channels of programming,  including broadcast signals and pay-per-view services.
DirecTV,  which  recently  added  AT&T  Corp.  as an  investor,  began  offering
nationwide  high-power DBS service in 1994  accompanied  by extensive  marketing
efforts.  Several  other major  companies  are  preparing to develop and operate
high-power DBS systems,  including MCI  Communications  Corp. and News Corp. DBS
systems are expected to use video compression technology to increase the channel
capacity  of their  systems  to provide  movies,  broadcast  stations  and other
program services  competitive  with those of cable systems.  The extent to which
DBS systems are competitive  with the service provided by cable systems depends,
among other things,  on the  availability  of reception  equipment at reasonable
prices and on the ability of DBS operators to provide competitive programming.

Cable  communications  systems also compete with wireless  program  distribution
services such as multichannel,  multipoint  distribution  service ("MMDS") which
use low-power microwave  frequencies to transmit video programming  over-the-air
to  subscribers.  There are MMDS  operators who are authorized to provide or are
providing broadcast and satellite  programming to subscribers in areas served by
the Company's cable systems. Recently, several Regional Bell Operating Companies
("BOCs") acquired significant interests in major MMDS companies operating

                                      - 7 -

<PAGE>



in certain of the  Company's  cable  service  areas.  Additionally,  the FCC has
pending a rulemaking  proceeding in which it proposed to allocate frequencies in
the 28 GHz band for a new  multichannel  wireless video service similar to MMDS.
The Company is unable to predict  whether  wireless  video  services will have a
material impact on its operations.

Other new technologies may become  competitive with  Non-entertainment  Services
that cable communications  systems can offer. The FCC has authorized  television
broadcast  stations to transmit textual and graphic  information  useful both to
consumers and businesses.  The FCC also permits commercial and non-commercial FM
stations to use their subcarrier  frequencies to provide non-broadcast  services
including data  transmissions.  The FCC established an over-the-air  Interactive
Video and Data Service that will permit two-way  interaction with commercial and
educational  programming along with  informational  and data services.  LECs and
other  common  carriers  also  provide   facilities  for  the  transmission  and
distribution  to homes and  businesses of interactive  computer-based  services,
including the Internet,  as well as data and other non-video  services.  The FCC
has  conducted  spectrum  auctions  for licenses to provide PCS. PCS will enable
license holders,  including cable operators,  to provide voice and data services
(see  "Wireless   Telecommunications  -  Cellular  Telephone   Communications  -
Competition").

Advances in communications  technology as well as changes in the marketplace and
the regulatory and legislative environment are constantly occurring. Thus, it is
not  possible to predict the effect that  ongoing or future  developments  might
have on the cable communications industry.

Legislation and Regulation

The Cable Acts and the 1996  Telecom  Act  amended  the  Communications  Act and
established a national  policy to guide the  development and regulation of cable
systems.  Principal  responsibility  for  implementing the policies of the Cable
Acts is allocated between the FCC and state or local franchising authorities. In
addition,  legislative  and  regulatory  proposals  by the  Congress and federal
agencies,  particularly  the  approximately  eighty (80)  rulemakings at the FCC
resulting  from the 1996 Telecom Act and the many state  regulatory  proceedings
necessary to implement  the 1996  Telecom Act, may  materially  affect the cable
communications  industry.  The  following  is a  summary  of  federal  laws  and
regulations   materially  affecting  the  growth  and  operation  of  the  cable
communications industry and a description of certain state and local laws.

The 1996 Telecom Act

The  1996  Telecom  Act,   the  most   comprehensive   reform  of  the  nation's
telecommunications  laws  since the  Communications  Act,  became  effective  in
February  1996.  The 1996 Telecom Act will result in changes in the  marketplace
for  cable  communications,  telephone  and other  telecommunications  services.
Although the long-term goal of this Act is to promote  competition  and decrease
regulation of these  industries,  in the short-term the law delegates to the FCC
(and in some  cases the  states)  broad new  rulemaking  authority.  The new law
requires many of these  rulemakings to be completed in a limited period of time.
The following is a brief  summary of the important  features of the 1996 Telecom
Act  that  will   affect   the  cable   communications,   telephone   and  other
telecommunications industries.

Cable Communications.  The 1996 Telecom Act deregulates rates for CPSTs in March
1999 for large Multiple  System  Operators  ("MSOs"),  such as the Company,  and
immediately  for certain  small  operators.  Deregulation  will occur sooner for
systems in markets where comparable video services,  other than DBS, are offered
by the LECs,  or their  affiliates,  or by a third  parties  utilizing the LECs'
facilities or where "effective  competition" is established under the 1992 Cable
Act. The 1996 Telecom Act also modifies the uniform rate  provisions of the 1992
Cable  Act  by  prohibiting   regulation  of  bulk  discount  rates  offered  to
subscribers in commercial and  residential  developments  and permits  regulated
equipment  rates to be  computed by  aggregating  costs of broad  categories  of
equipment at the franchise,  system, regional or company level. The 1996 Telecom
Act eliminates the right of individual  subscribers to file rate complaints with
the FCC  concerning  certain  CPSTs and  requires the FCC to issue a final order
within 90 days after receipt of CPST rate  complaints  filed by any  franchising
authority  after the date of enactment of the 1996 Telecom Act. The 1996 Telecom
Act also  modifies  the existing  statutory  provisions  governing  cable system
technical standards, equipment compatibility, subscriber notice requirements and
program access,  permits  certain  operators to include losses incurred prior to
September  1992 in setting  regulated  rates and  repeals the  three-year  anti-
trafficking prohibition adopted in the 1992 Cable Act.


                                      - 8 -

<PAGE>



The 1996 Telecom Act  eliminates the  requirement  that LECs obtain FCC approval
under Section 214 of the  Communications  Act before providing video services in
their telephone service areas and removes the telephone company/cable television
cross-ownership  prohibition  that had been  codified  by the  1984  Cable  Act,
thereby  facilitating  the ability of the LECs to offer video  services in their
telephone service areas. LECs may provide service as traditional cable operators
with  local  franchises  or  they  may opt to  provide  their  programming  over
unfranchised  "open video  systems," in which case they must set aside a portion
of their  channel  capacity for use by  unaffiliated  program  distributors  and
satisfy certain other requirements. Under certain circumstances, cable operators
also may elect to offer services  through open video  systems.  The 1996 Telecom
Act also  prohibits  a LEC from  acquiring  a cable  operator  in its  telephone
service area except in limited circumstances.

Telephone. The 1996 Telecom Act removes barriers to entry in the local telephone
exchange  market  that is now  monopolized  by the seven  BOCs and other LECs by
preempting  state and local laws that restrict  competition and by requiring all
LECs to  provide  nondiscriminatory  access  and  interconnection  to  potential
competitors,  such as cable operators and long distance  companies.  At the same
time, the new law eliminates the prospective  effects of the AT&T, GTE and McCaw
consent  decrees  and  permits  the BOCs to enter the market  for long  distance
services   (through  a  separate   subsidiary)  after  they  meet  a  series  of
requirements intended to open their telephone service areas to competition.  The
1996  Telecom  Act also  permits  interstate  utility  companies  to  enter  the
telecommunications market.

While  the  1996   Telecom  Act  imposes   new   requirements   with  regard  to
interconnection,  it also  directs  the FCC to  substantially  relax much of its
regulation  of LECs to  promote  competition.  The new law  also  eliminates  or
streamlines many of the requirements applicable to LECs, such as the requirement
to obtain  prior  approval  of  construction  or  acquisition  of new plant.  In
addition,  the 1996 Telecom Act requires the FCC and states to review  universal
service programs and encourage access to advanced telecommunications services by
schools, libraries and other public institutions.

Other  Telecommunications  Services.  In addition to these provisions  governing
regulation  of  specific  segments  of the  market,  the 1996  Telecom  Act also
contains  provisions  regulating the content of video  programming  and computer
services.  Specifically,  the new law prohibits the use of computer  services to
transmit  "indecent"  material to minors. The 1996 Telecom Act also requires the
FCC to prescribe  guidelines for a ratings system for violent and indecent video
programming and requires all new television sets to contain a so-called "V-chip"
capable of blocking all programs with a given rating.  The new law substantially
relaxes  current  broadcast  ownership rules by eliminating the 12 station limit
for television station ownership,  and, instead,  limiting ownership to stations
with a potential  aggregate reach of 35 percent of television  households in the
US and eliminating the network/cable cross-ownership prohibition.

Rate Regulation

Prior to April 1993,  virtually all of the Company's  cable systems were free to
adjust cable rates without first obtaining governmental approval. The 1992 Cable
Act authorized rate regulation for cable  communications  services and equipment
in communities  that are not subject to "effective  competition,"  as defined in
the 1992 Cable Act and as amended by the 1996 Telecom Act.  Virtually  all cable
communications  systems  are now  subject  to rate  regulation  for basic  cable
service and equipment by local  officials  under the oversight of the FCC, which
has prescribed  detailed  criteria for such rate regulation.  The 1992 Cable Act
also  requires the FCC to resolve  complaints  about rates for CPSTs (other than
programming  offered on a per channel or per program basis, which programming is
not  subject  to rate  regulation)  and to  reduce  any such  rates  found to be
unreasonable. The 1996 Telecom Act provides for rate deregulation (see "The 1996
Telecom Act").

In April 1993, the FCC adopted regulations in accordance with the 1992 Cable Act
governing  rates that may be charged to subscribers  for basic cable service and
certain CPSTs (together, the "Regulated Services") and ordered an interim freeze
on existing rates. The FCC's rate regulations became effective in September 1993
and the FCC's rate freeze was extended until the earlier of May 1994 or the date
on  which  a  cable  system's  basic  cable  service  rate  was  regulated  by a
franchising authority.

In implementing  the 1992 Cable Act, the FCC adopted a benchmark  methodology as
the principal method of regulating rates for Regulated Services. Cable operators
were also permitted to justify rates using a cost-of-service  methodology. As of
September  1993,  cable  operators  whose  then  current  rates  were  above FCC
benchmark levels

                                      - 9 -

<PAGE>
were required, absent a successful cost-of-service showing, to reduce such rates
to the benchmark level or by up to 10% of those rates in effect on September 30,
1992, whichever reduction was less, adjusted for equipment costs,  inflation and
programming  modifications occurring subsequent to September 30, 1992. Effective
May 1994, the FCC modified its benchmark methodology to require reductions of up
to 17% of the rates for  Regulated  Services in effect on  September  30,  1992,
adjusted for inflation, programming modifications, equipment costs and increases
in  certain  operating  costs.  In July  1994,  the  Company  reduced  rates for
Regulated Services in the majority of its cable systems to comply with the FCC's
modified benchmarks and regulations.

The FCC's  initial  "Going  Forward"  regulations  limited  rate  increases  for
Regulated  Services after the  establishment of an initial  regulated rate to an
inflation-indexed  amount  plus  increases  for  channel  additions  and certain
external  costs beyond the cable  operator's  control,  such as franchise  fees,
taxes and increased programming costs. Under these regulations,  cable operators
are entitled to take a 7.5% mark-up on certain  programming  cost increases.  In
November 1994, the FCC modified these  regulations and instituted an alternative
three-year  flat fee mark-up plan for charges  relating to new channels added to
the  CPST.  As of  January  1995,  cable  operators  were  permitted  to  charge
subscribers  for channels added to the CPST after May 1994, at a monthly rate of
up to 20 cents per added  channel,  up to a total of $1.20 plus an additional 30
cents for  programming  license fees per subscriber  over the first two years of
the three-year  period;  cable  operators may charge an additional 20 cents plus
the cost of the programming in the third year (1997) for one additional  channel
added in that year. Alternatively, operators may increase rates by the amount of
any programming  license fees in connection  with such added channels,  provided
that the total  monthly rate  increase per  subscriber  for the added  channels,
including  license  fees,  does not exceed  $1.50 over the first two years,  and
$1.70,  plus any  increase in the license  fees for the added  channels,  in the
third year.  Operators must make a one-time  election to use either the 20 cents
per channel adjustment or the 7.5% mark-up on programming cost increases for all
channels added after December 31, 1994. The FCC is currently considering whether
to modify or eliminate  the  regulation  allowing  operators to receive the 7.5%
mark-up on increases in existing  programming  license fees. In September  1995,
the FCC authorized a new,  alternative  method of implementing  rate adjustments
which will allow  cable  operators  to  increase  rates for  Regulated  Services
annually on the basis of projected increases in external costs (inflation, costs
for  programming,  franchise-related  obligations,  and changes in the number of
regulated  channels) rather than on the basis of cost increases  incurred in the
preceding  calendar  quarter.  Operators  that elect not to recover all of their
accrued  external costs and inflation  pass-throughs  each year may recover them
(with interest) in subsequent years.

In November  1994, the FCC adopted  regulations  permitting  cable  operators to
create new product tiers ("NPT") that will not be subject to rate  regulation if
certain  conditions are met. The FCC also revised its previously  adopted policy
and  concluded  that  packages  of a la  carte  services  are  subject  to  rate
regulation by the FCC as CPSTs.  Because of the uncertainty created by the FCC's
prior a la  carte  package  guidelines,  the FCC  will  allow  cable  operators,
including the Company, under certain circumstances,  to treat previously offered
a la carte packages as NPTs.

Franchising  authorities  are  empowered  to  regulate  the  rates  charged  for
additional outlets and for the installation, lease and sale of equipment used by
subscribers to receive the basic cable service tier, such as converter boxes and
remote  control  units.  The FCC's  rules  require  franchising  authorities  to
regulate  these rates on the basis of actual cost plus a reasonable  profit,  as
defined  by the  FCC.  The 1996  Telecom  Act  requires  the FCC to  revise  its
regulations  to  permit  operators  to  compute  regulated  equipment  rates  by
aggregating  costs of broad  categories of equipment at the  franchise,  system,
regional  or company  level.  In  November  1995,  the FCC  initiated  a general
rulemaking  proposal that permits cable  operators to price  services  uniformly
across  multiple  franchise  areas, as well as regional areas. If the FCC adopts
the proposals, cable operators that provide service to clusters of systems would
be permitted to charge uniform rates across large geographic areas.  Because the
proposal  is  designed  to be revenue  neutral,  it would not affect the overall
revenue that operators receive,  but administrative and marketing costs could be
reduced.

Cable  operators  required  to  reduce  rates  may also be  required  to  refund
overcharges  with interest.  Rate  reductions will not be required where a cable
operator  can  demonstrate  that  existing  rates  for  Regulated  Services  are
justified and reasonable using cost-of-service guidelines. In November 1993, the
FCC ruled that  operators  choosing to justify rates  through a  cost-of-service
submission  must do so for all Regulated  Services.  In February  1994,  the FCC
adopted interim cost-of-service  regulations  establishing,  among other things,
the rebuttable  presumptions of an industry-wide 11.25% after tax rate of return
on an operator's  allowable rate base and that acquisition  costs above original
historic  book value of tangible  assets  should be excluded  from the allowable
rate  base.  In  December  1995,  the FCC  adopted  final  cost-of-service  rate
regulations  requiring,  among other things,  cable  operators to exclude 34% of
system acquisition

                                     - 10 -
<PAGE>

costs  related to  intangible  and  tangible  assets  used to provide  Regulated
Services.  The FCC also  reaffirmed the  industry-wide  11.25% after tax rate of
return on an operator's  allowable rate base, but initiated a further rulemaking
in which it proposes to use an operator's actual debt cost and capital structure
to determine an operator's cost of capital or rate of return.

The Company has settled the majority of outstanding  proceedings challenging its
rates charged for regulated cable services. In December 1995, the FCC adopted an
order approving a negotiated  settlement of rate complaints  pending against the
Company for CPSTs which  provided  approximately  $6.6 million in refunds,  plus
interest,  being given in the form of bill credits, to approximately 1.3 million
of the Company's cable subscribers. This FCC order resolved 160 of the Company's
benchmark  rate cases  covering the period  September 1993 through July 1994 and
104 of the  Company's  cost-of-service  cases  for  CPSTs  covering  the  period
September 1993 through December 1995. As part of the negotiated settlement,  the
Company agreed to forego  certain  inflation and external cost  adjustments  for
systems covered by its  cost-of-service  filings for CPSTs.  The FCC's order has
been  appealed to a federal  appellate  court by a local  franchising  authority
whose  rate  complaint  against  the  Company  was  resolved  by the  negotiated
settlement.  The Company  currently is seeking to justify  rates for basic cable
services  and  equipment  in  certain  of its  cable  systems  in the  State  of
Connecticut on the basis of a cost-of-service  showing. The State of Connecticut
has ordered the Company to reduce such rates and to make refunds to subscribers.
The Company has appealed  the  Connecticut  decision to the FCC.  The  Company's
management  believes that the ultimate  resolution  of these pending  regulatory
matters  will not have a  material  adverse  impact on the  Company's  financial
position or results of operations.

In June 1995,  the US Court of Appeals  for the  District  of  Columbia  Circuit
substantially  upheld the cable rate regulations  adopted by the FCC pursuant to
the 1992 Cable Act. In February  1996,  the US Supreme Court  declined to review
the circuit court decision.

"Anti-Buy  Through"  Provisions.  The 1992 Cable Act requires  cable  systems to
permit  subscribers to purchase video  programming  offered by the operator on a
per channel or a per program basis without the necessity of  subscribing  to any
tier of service,  other than the basic cable service  tier,  unless the system's
lack of addressable converter boxes or other technological  limitations does not
permit it to do so. The  statutory  exemption for cable systems that do not have
the technological  capability to offer programming in the manner required by the
statute is available until a system obtains such capability,  but not later than
December 2002. The FCC may waive such time periods, if deemed necessary. Most of
the  Company's  systems  do not  have  the  technological  capability  to  offer
programming in the manner  required by the statute and thus currently are exempt
from complying with the requirement.

Must Carry/Retransmission  Consent. The 1992 Cable Act contains broadcast signal
carriage  requirements that allow local commercial television broadcast stations
to elect once every three years to require a cable  system to carry the station,
subject to certain exceptions,  or to negotiate for "retransmission  consent" to
carry  the  station.  A cable  system  generally  is  required  to  devote up to
one-third of its activated channel capacity for the carriage of local commercial
television stations whether pursuant to the mandatory carriage or retransmission
consent  requirements  of the 1992 Cable Act.  Local  non-commercial  television
stations are also given mandatory  carriage rights;  however,  such stations are
not given the option to  negotiate  retransmission  consent for the  carriage of
their  signals by cable  systems.  Additionally,  cable  systems are required to
obtain  retransmission  consent for all "distant" commercial television stations
(except for commercial  satellite-delivered  independent "superstations" such as
WTBS),  commercial  radio  stations  and certain low power  television  stations
carried by such systems after October 1993. In April 1993, a special three-judge
federal district court issued a decision upholding the  constitutional  validity
of the mandatory  signal  carriage  requirements.  In June 1994,  the US Supreme
Court vacated this decision and remanded it to the district  court to determine,
among other matters,  whether the statutory carriage  requirements are necessary
to preserve the economic viability of the broadcast industry.  In December 1995,
the district court upheld the mandatory carriage  requirements of the 1992 Cable
Act. In February  1996,  the Supreme Court agreed to review this decision of the
district  court.  The  Company  cannot  predict  the  ultimate  outcome  of this
litigation.  Pending action by the Supreme Court, the mandatory broadcast signal
carriage requirements remain in effect.

Designated  Channels.  The 1984 Cable Act  permits  franchising  authorities  to
require cable  operators to set aside certain  channels for public,  educational
and governmental  access  programming.  The 1984 Cable Act also requires a cable
system with 36 or more  channels to designate a portion of its channel  capacity
for commercial  leased access by third parties to provide  programming  that may
compete with services  offered by the cable operator.  The FCC has adopted rules
regulating:  (i) the maximum  reasonable  rate a cable  operator  may charge for
commercial use of the

                                     - 11 -
<PAGE>
designated channel capacity; (ii) the terms and conditions for commercial use of
such channels; and (iii) the procedures for the expedited resolution of disputes
concerning rates or commercial use of the designated channel capacity.

Franchise  Procedures.  The 1984  Cable Act  affirms  the  right of  franchising
authorities (state or local,  depending on the practice in individual states) to
award  one  or  more  franchises   within  their   jurisdictions  and  prohibits
non-grandfathered  cable  systems  from  operating  without a franchise  in such
jurisdictions.  The 1992 Cable Act  encourages  competition  with existing cable
systems  by (i)  allowing  municipalities  to  operate  their own cable  systems
without  franchises;  (ii)  preventing  franchising  authorities  from  granting
exclusive   franchises  or  from  unreasonably   refusing  to  award  additional
franchises   covering  an  existing  cable  system's  service  area;  and  (iii)
prohibiting (with limited  exceptions) the common ownership of cable systems and
co-located  MMDS or  SMATV  systems.  In  January,  1995,  the FCC  relaxed  its
restrictions on ownership of SMATV systems to permit a cable operator to acquire
SMATV  systems  in  the  operator's  existing  franchise  area  so  long  as the
programming  services provided through the SMATV system are offered according to
the terms and conditions of the cable operator's local franchise agreement.

The 1984 Cable Act also provides that in granting or renewing franchises,  local
authorities  may  establish   requirements  for  cable-related   facilities  and
equipment,  but not for video programming or information  services other than in
broad categories. Among the more significant provisions of the 1984 Cable Act is
a limitation on the payment of franchise fees to 5% of cable system revenues and
the  opportunity  for the cable  operator to obtain  modification  of  franchise
requirements  by the  franchise  authority  or judicial  action if  warranted by
changed circumstances. The Company's franchises typically provide for payment of
fees  to  franchising  authorities  of 5% of  "revenues"  (as  defined  by  each
franchise agreement), which fees may be passed on to subscribers.

The 1984 Cable Act contains  renewal  procedures  designed to protect  incumbent
franchisees  against  arbitrary  denials  of  renewal.  The 1992 Cable Act makes
several  changes  to the  renewal  process  which  could  make it  easier  for a
franchising  authority  to deny  renewal.  Moreover,  even if the  franchise  is
renewed,  the  franchising  authority  may seek to impose  new and more  onerous
requirements  such  as  significant  upgrades  in  facilities  and  services  or
increased franchise fees as a condition of renewal.  Similarly, if a franchising
authority's  consent is required  for the  purchase or sale of a cable system or
franchise,  such  authority  may  attempt to impose more  burdensome  or onerous
franchise   requirements   in  connection  with  a  request  for  such  consent.
Historically,  franchises  have  been  renewed  for  cable  operators  that have
provided  satisfactory  services  and  have  complied  with  the  terms of their
franchises.  The Company  believes  that it has  generally  met the terms of its
franchises and has provided  quality  levels of service and it anticipates  that
its future franchise renewal prospects generally will be favorable.

Various courts have considered  whether  franchising  authorities have the legal
right to limit franchise awards to a single cable operator and to impose certain
substantive franchise requirements (e.g. access channels,  universal service and
other technical  requirements).  These decisions have been somewhat inconsistent
and,  until  the US  Supreme  Court  rules  definitively  on the  scope of cable
operators' First Amendment protections,  the legality of the franchising process
generally and of various  specific  franchise  requirements is likely to be in a
state of flux.

Ownership  Limitations.  Pursuant to the 1992 Cable Act,  the FCC adopted  rules
prescribing national subscriber limits and limits on the number of channels that
can be occupied on a cable  system by a video  programmer  in which the operator
has  an  attributable  interest.  The  effectiveness  of  these  FCC  horizontal
ownership  limits has been  stayed  because a federal  district  court found the
statutory  limitation  to be  unconstitutional.  An appeal of that  decision  is
pending. The 1996 Telecom Act eliminates the statutory prohibition on the common
ownership,  operation or control of a cable  system and a  television  broadcast
station in the same service area and directs the FCC to eliminate its regulatory
restrictions  on  cross-ownership  of cable  systems and  national  broadcasting
networks and to review its broadcast-cable  ownership  restrictions to determine
if they are necessary in the public interest.

LEC Ownership of Cable  Systems.  The 1984 Cable Act, FCC  regulations,  and the
1982 federal court consent  decree that settled the antitrust  suit against AT&T
regulated the provision of video programming and other  information  services by
LECs.  The  statutory   provision  and  corresponding  FCC  regulations  are  of
particular  competitive  importance  because  LECs already own much of the plant
necessary  for  cable  communications  operations,  such as  poles,  underground
conduit and associated  rights-of-way.  The 1996 Telecom Act makes  far-reaching
changes in the  regulation  of LECs that  provide  cable  services.  The new law
eliminates  current legal  barriers to  competition  in the local  telephone and
cable  communications  businesses,  preempts legal barriers to competition  that
previously  existed  in state and local  laws and  regulations,  and sets  basic
standards for relationships between telecommunications

                                     - 12 -

<PAGE>

providers (see "The 1996 Telecom Act").  The FCC and, in some cases,  states are
required  to conduct  numerous  rulemaking  proceedings  to  implement  the 1996
Telecom Act. The ultimate outcome of these rulemakings,  and the ultimate impact
of the 1996 Telecom Act or any final regulations adopted pursuant to the new law
on the Company or its businesses cannot be determined at this time.

Pole Attachment.  The Communications Act requires the FCC to regulate the rates,
terms and  conditions  imposed by public  utilities  for cable  systems'  use of
utility pole and conduit space unless state  authorities  can  demonstrate  that
they adequately regulate pole attachment rates, as is the case in certain states
in which the  Company  operates.  In the  absence of state  regulation,  the FCC
administers  pole attachment  rates on a formula basis.  In some cases,  utility
companies  have  increased  pole  attachment  fees for cable  systems  that have
installed fiber optic cables and that are using such cables for the distribution
of  non-video  services.  The  FCC  concluded  that,  in the  absence  of  state
regulation,  it has  jurisdiction to determine  whether  utility  companies have
justified  their demand for additional  rental fees and that the  Communications
Act does not permit  disparate rates based on the type of service  provided over
the equipment  attached to the utility's pole. The 1996 Telecom Act modifies the
current pole  attachment  provisions of the  Communications  Act by  immediately
permitting  certain  providers of  telecommunications  services to rely upon the
protections  of the current law and by requiring  that  utilities  provide cable
systems and  telecommunications  carriers with  nondiscriminatory  access to any
pole, conduit or right-of-way  controlled by the utility.  Additionally,  within
two years of enactment of the 1996 Telecom Act, the FCC is required to adopt new
regulations  to  govern  the  charges  for pole  attachments  used by  companies
providing telecommunications services, including cable operators. These new pole
attachment  regulations  will become effective five years after enactment of the
1996 Telecom Act, and any increase in attachment  rates resulting from the FCC's
new regulations will be phased in equal annual  increments over a period of five
years beginning on the effective date of the new FCC regulations.

Other Statutory Provisions. The 1992 Cable Act and the 1996 Telecom Act preclude
video programmers  affiliated with cable companies or common carriers  providing
video programming  directly to subscribers from favoring the affiliated  company
over  competitors  and requires such  programmers  to sell their  programming to
other  multichannel  video  distributors.  This provision  limits the ability of
cable  program  suppliers  affiliated  with cable  companies or common  carriers
providing video programming to offer exclusive programming arrangements to their
affiliates.  The Cable Acts also include  provisions,  among others,  concerning
horizontal and vertical ownership of cable systems, customer service, subscriber
privacy,   commercial  leased  access  channels,   marketing  practices,   equal
employment  opportunity,  franchise  renewal and transfer,  award of franchises,
obscene or indecent programming, regulation of technical standards and equipment
compatibility.  The FCC  has  adopted  regulations  implementing  many of  these
statutory   provisions  and  it  has  received  numerous  petitions   requesting
reconsideration of various aspects of its rulemaking proceedings.

Other FCC Regulations. In addition to the FCC regulations noted above, there are
other FCC  regulations  covering  such  areas as equal  employment  opportunity,
syndicated program exclusivity, network program non-duplication, registration of
cable  systems,  maintenance  of various  records and public  inspection  files,
microwave frequency usage, lockbox  availability,  origination  cablecasting and
sponsorship   identification,   antenna  structure  notification,   marking  and
lighting,  carriage of local sports programming,  application of rules governing
political  broadcasts,  limitations  on advertising  contained in  non-broadcast
children's  programming,   consumer  protection  and  customer  service,  leased
commercial access,  ownership of home wiring,  indecent programming,  programmer
access to cable systems, programming agreements,  technical standards,  consumer
electronics  equipment  compatibility  and DBS  implementation.  The FCC has the
authority  to enforce its  regulations  through the  imposition  of  substantial
fines,  the issuance of cease and desist orders  and/or the  imposition of other
administrative  sanctions,  such as the  revocation  of FCC  licenses  needed to
operate  certain  transmission  facilities  often used in connection  with cable
operations.

Other bills and administrative proposals pertaining to cable communications have
previously  been  introduced  in Congress or  considered  by other  governmental
bodies over the past several years on matters such as rate regulation,  customer
service standards, sports programming, franchising and copyright. It is probable
that further  attempts  will be made by Congress and other  governmental  bodies
relating to the regulation of communications services.

Copyright.  Cable  communications  systems  are  subject  to  federal  copyright
licensing  covering  carriage of  television  and radio  broadcast  signals.  In
exchange for filing  certain  reports and  contributing  a  percentage  of their
revenues to a federal copyright royalty pool, cable operators can obtain blanket
permission to retransmit  copyrighted  material on broadcast signals. The nature
and amount of future payments for broadcast  signal carriage cannot be predicted
at this time. The possible  simplification,  modification  or elimination of the
compulsory copyright license is the

                                     - 13 -
<PAGE>



subject  of  continuing  legislative  review.  The  elimination  or  substantial
modification  of  the  cable  compulsory  license  could  adversely  affect  the
Company's  ability  to  obtain  suitable  programming  and  could  substantially
increase the cost of programming that remained available for distribution to the
Company's   subscribers.   The  Company  cannot  predict  the  outcome  of  this
legislative activity.

In  October  1989,  the  special  rate  court of the US  District  Court for the
Southern  District of New York imposed interim rates on the cable industry's use
of ASCAP-controlled  music.  Payment of these rates by cable programmers secures
licenses  that  cover the use of the music  licensed  by ASCAP by both the cable
programmers  and their  cable  operator  affiliates.  A special  rate  court was
recently  created for the other major music performing  rights society,  BMI, to
establish  rates for the use of  BMI-controlled  music.  BMI and cable  industry
representatives   recently  concluded  negotiations  for  a  standard  licensing
agreement  covering the  performance of BMI music  contained in advertising  and
other  information  inserted by operators into cable  programming and on certain
local access and origination  channels  carried on cable systems.  The Company's
settlement with BMI did not have a significant impact on the Company's financial
position or results of operations. ASCAP and cable industry representatives have
met to discuss  the  development  of a  standard  licensing  agreement  covering
ASCAP-controlled music in local origination and access channels and pay-per-view
programming.

State and Local Regulation

Because a cable  communications  system uses local  streets  and  rights-of-way,
cable  systems  are  subject to state and local  regulation,  typically  imposed
through the franchising  process.  Cable  communications  systems  generally are
operated pursuant to nonexclusive  franchises,  permits or licenses granted by a
municipality or other state or local government entity. Franchises generally are
granted for fixed terms and in many cases are terminable if the franchisee fails
to comply with material provisions.  The terms and conditions of franchises vary
materially from jurisdiction to jurisdiction.  Each franchise generally contains
provisions governing cable service rates, franchise fees, franchise term, system
construction and maintenance  obligations,  system channel capacity,  design and
technical  performance,  customer service standards,  franchise renewal, sale or
transfer of the franchise,  territory of the franchisee,  indemnification of the
franchising  authority,  use and occupancy of public  streets and types of cable
services provided.  A number of states subject cable  communications  systems to
the  jurisdiction  of centralized  state  governmental  agencies,  some of which
impose regulation of a character  similar to that of a public utility.  Attempts
in other states to regulate cable communications  systems are continuing and can
be expected to increase.  To date,  those  states in which the Company  operates
that have enacted such state level  regulation are  Connecticut,  New Jersey and
Delaware.  State and local franchising  jurisdiction is not unlimited,  however,
and  must be  exercised  consistently  with  federal  law.  The 1992  Cable  Act
immunizes  franchising  authorities  from monetary  damage  awards  arising from
regulation of cable  systems or decisions  made on franchise  grants,  renewals,
transfers and amendments.

The  foregoing  does not purport to describe all present and  proposed  federal,
state, and local regulations and legislation affecting the cable industry. Other
existing federal regulations,  copyright licensing,  and, in many jurisdictions,
state and local  franchise  requirements,  are currently the subject of judicial
proceedings,  legislative  hearings  and  administrative  proposals  which could
change,  in varying degrees,  the manner in which cable  communications  systems
operate.  Neither the  outcome of these  proceedings  nor their  impact upon the
cable communications industry or the Company can be predicted at this time.

UK Regulation

The  operation  of a cable  television/telephony  system in the UK is  regulated
under both the  Broadcasting Act 1990 (the  "Broadcasting  Act") (which replaced
the  Cable  and   Broadcasting   Act  1984  (the  "UK  Cable   Act"))   and  the
Telecommunications  Act 1984 (the  "Telecommunications  Act"). The operator of a
cable/telephony  franchise  covering  over 1,000  homes must hold two  principal
licenses:  (i) a license (a "cable television license") issued in the past under
the UK Cable Act or since  1990 under the  Broadcasting  Act,  which  allows the
operator to provide cable television  services in the franchise area, and (ii) a
telecommunications license issued under the Telecommunications Act, which allows
the operator to operate and use the physical network  necessary to provide cable
television  and   telecommunications   services.   The  Independent   Television
Commission  ("ITC") is  responsible  for the licensing  and  regulation of cable
television.  The  Department of Trade and Industry  ("DTI") is  responsible  for
issuing,  and the Office of  Telecommunications  ("OFTEL")  is  responsible  for
regulating  the holders of, the  telecommunications  licenses.  In addition,  an
operator is required to hold a license  under the  Wireless  Telegraphy  Acts of
1949-67 for the use of microwave distribution systems.

                                     - 14 -

<PAGE>




The  cable  television  licenses  held by the  relevant  subsidiaries  of the UK
Operating  Companies were issued under the UK Cable Act for 15-year  periods and
are scheduled to expire beginning in late 2004. The telecommunications  licenses
held by these subsidiaries of the UK Operating Companies are for 23-year periods
and are scheduled to expire beginning in late 2012.

                           WIRELESS TELECOMMUNICATIONS

The Company's wireless  telecommunications  operations  primarily consist of the
Company's  cellular  telephone  communications  operations.  The Company's other
wireless  telecommunications  businesses includes its DBS operations,  including
the Company's  investment in Primestar  (see "Wired  Telecommunications  - Cable
Communications - Competition"),  and its interest in Sprint Spectrum,  which has
acquired 29 PCS  licenses  and is in the  process of  developing  operations  to
provide  telecommunications  services (see "General  Developments  of Business -
Sprint Spectrum").

                        Cellular Telephone Communications

General

The Company is engaged in the development,  management and operation of cellular
telephone  communications  systems in various service areas pursuant to licenses
granted by the FCC.  Each service area is divided into  segments  referred to as
"cells"  equipped  with  a  receiver,   signaling   equipment  and  a  low-power
transmitter.  The use of low-power transmitters and the placement of cells close
to one another permits re-use of frequencies,  thus substantially increasing the
volume of calls capable of being handled  simultaneously over the number handled
by  conventional  mobile  telephone  systems.  Each  cell  has a  coverage  area
generally  ranging from one to more than 25 miles. A cellular  telephone  system
includes a computerized central switching facility known as the mobile telephone
switching  office  ("MTSO")  which  controls  the  automatic  transfer of calls,
coordinates calls to and from cellular  telephones and connects calls to the LEC
or to an  interexchange  carrier.  The MTSO also records  information  on system
usage and subscriber statistics.

Each cell's  facilities  monitor the  strength of the signal  returned  from the
subscriber's  cellular  telephone.  When  the  signal  strength  declines  to  a
predetermined level and the transmission  strength is greater at another cell in
or interconnected  with the system, the MTSO  automatically and  instantaneously
passes  the  mobile   user's  call  in  progress  to  the  other  cell   without
disconnecting the call ("hand off"). Interconnection agreements between cellular
telephone system operators and various LECs and interexchange carriers establish
the  manner  in which  the  cellular  telephone  system  integrates  with  other
telecommunications systems.

As required by the FCC, all cellular  telephones are designed for  compatibility
with cellular systems in all markets within the US so that a cellular  telephone
may be used  wherever  cellular  service is available.  Each cellular  telephone
system in the US uses one of two groups of channels, termed "Block A" and "Block
B," which the FCC has  allotted  for  cellular  service.  Minor  adjustments  to
cellular  telephones  may be required to enable the  subscriber to change from a
cellular  system  on one  frequency  block to a  cellular  system  on the  other
frequency block.

While most MTSOs  process  information  digitally,  most radio  transmission  of
cellular  telephone  calls is done on an analog basis.  Digital  transmission of
cellular  telephone calls offers  advantages,  including  improved voice quality
under certain  conditions,  larger  system  capacity and the potential for lower
incremental costs for additional subscribers. The FCC allows carriers to provide
digital service and requires  cellular  carriers to provide analog service.  The
Company's  conversion  from analog to digital  radio  technology  is expected to
commence in 1997 and to take a number of years.

The Company provides services to its cellular telephone  subscribers  similar to
those provided by conventional  landline  telephone  systems,  including  custom
calling  features such as call  forwarding,  call waiting,  conference  calling,
directory assistance and voice mail. The Company is responsible for the quality,
pricing and packaging of cellular  telephone  service for each of the systems it
owns and controls.

Reciprocal  agreements  among cellular  telephone  system  operators allow their
respective  subscribers  ("roamers")  to place and receive calls in most service
areas throughout the country. Roamers are charged rates which are generally at a
premium to the regular  service rate. In recent  years,  cellular  carriers have
experienced increased fraud associated

                                     - 15 -

<PAGE>



with roamer service,  including  Electronic  Serial Number ("ESN") cloning.  The
Company and other  carriers have taken steps to combat  roamer fraud,  but it is
uncertain  to what  extent  roamer  fraud will  continue.  In 1995,  the Company
implemented  a number of features  which it believes will decrease the incidents
of  fraudulent  use of its  systems.  Among  these are  Personal  Identification
Numbers  ("PINs"),  which are required to be used by a majority of the Company's
customers,  and the Company's  Security Zone feature  which  restricts  customer
usage outside the Company's consolidated footprint.  The Company has established
interoperability  with  the  Washington-Baltimore   cellular  provider,  and  is
currently working on  interoperability  with the New York cellular provider,  to
permit its customers' use of both PINs and Security Zone in neighboring  systems
frequented by the Company's customers.

In addition,  the Company is evaluating the implementation of authentication and
RF   fingerprinting   technologies   which  will  associate   ESN/mobile  number
combinations  with  particular  cellular  telephone  units.  The use of  digital
technologies  also  purportedly  will make it more difficult to commit  cellular
fraud.

Allegations of harmful  effects from the use of hand-held  cellular  phones have
caused the cellular  industry to fund  additional  research to review and update
previous  studies  concerning  the safety of the  emissions  of  electromagnetic
energy  from  cellular  phones.  In  August  1993,  the FCC  adopted a notice of
proposed  rulemaking  to consider  the  incorporation  of the new  standard  for
radiofrequency  exposure adopted by the American National Standards Institute in
association with the Institute of Electrical and Electronic Engineers,  Inc. The
FCC is considering the application of the new standard to low-power devices such
as hand-held mobile  transceivers.  In addition,  the FCC is considering how the
new standard should apply to cellular  transmitter  sites.  Pursuant to the 1996
Telecom  Act,  this  proceeding  must  be  completed  within  180  days  of  the
legislation's enactment.

Company's Systems

The table below sets forth summary  information  regarding the total  population
("Pops")  in  the  markets  served  by the  Company's  systems  by  Metropolitan
Statistical  Area  ("MSAs")  and  Rural  Service  Area  ("RSAs")  and  aggregate
subscriber information as of December 31, 1995.

<TABLE>
<CAPTION>
                                       Approximate       Approximate         Approximate
      Market                            Ownership         Pops (1)            Net Pops
      ------                            ---------         --------            --------
<S>                                      <C>           <C>                   <C>
MSAs:
Atlantic City, NJ                            47%           333,000             157,000
Aurora-Elgin, IL                             81%            46,000              37,000
Joliet, IL                                   83%            35,000              29,000
Long Branch, NJ                             100%           587,000             587,000
New Brunswick, NJ                           100%           700,000             700,000
Philadelphia, PA                            100%         4,899,000           4,899,000
Trenton, NJ                                  85%           330,000             281,000
Wilmington, DE                              100%           612,000             612,000
                                                        ----------          ----------
                                                         7,542,000           7,302,000
                                                        ----------          ----------

RSAs:
Ocean County, NJ                            100%           466,000             466,000
Vineland, NJ                                 94%           138,000             130,000
Kent and Sussex, DE                          50%           252,000             126,000
                                                        ----------          ----------
                                                           856,000             722,000
                                                        ----------          ----------

                                                         8,398,000           8,024,000
                                                         =========           =========

<FN>
-----------
(1)  Source: 1996 Rand McNally Commercial Atlas & Marketing Guide
</FN>
</TABLE>

As of December 31, 1995, the Company's  cellular  telephone business had 665,000
subscribers in the markets listed above.


                                     - 16 -

<PAGE>

Competition

The  cellular  telephone  business is  currently a  regulated  duopoly.  The FCC
generally  grants two  licenses to operate  cellular  telephone  systems in each
market.  One of the two  licenses  was  initially  awarded to a company or group
affiliated  with the  local  landline  telephone  carriers  in the  market  (the
"Wireline"  license),  and the other license was initially awarded to a company,
individual,  or group not affiliated  with any landline  telephone  carrier (the
"Non- Wireline" license).

The Company's systems are all Non-Wireline systems and compete directly with the
Wireline licensee in each market in attracting and retaining  cellular telephone
customers and dealers.  Competition  between the two licensees in each market is
principally on the basis of services and enhancements offered, technical quality
of the  system,  quality  and  responsiveness  of  customer  service,  price and
coverage  area.  The Wireline  licensee in the  Company's  principal  markets is
Cellco Partnership,  a joint venture between Bell Atlantic Mobile Systems,  Inc.
and NYNEX Mobile  Communications Co. The Company's principal Wireline competitor
is  significantly  larger  and may have  access  to more  substantial  financial
resources than the Company.

The FCC requires cellular  licensees to provide service to resellers of cellular
service which purchase  cellular service from licensees,  usually in the form of
blocks of numbers,  then resell the service to the public.  Thus, a reseller may
be both a customer and a competitor  of a licensed  cellular  operator.  The FCC
currently is seeking comment on whether resellers should be permitted to install
separate switching  facilities in cellular systems,  although it has tentatively
concluded not to require such interconnects. The FCC is also considering whether
resellers should receive direct assignments of telephone numbers from LECs.

Cellular telephone systems, including the Company's systems, also face actual or
potential   competition   from  other  current  and   developing   technologies.
Specialized  Mobile Radio ("SMR")  systems,  such as those used by taxicabs,  as
well as other forms of mobile communications service, may provide competition in
certain markets.  SMR systems are permitted by FCC rules to be interconnected to
the public switched  telephone network and are  significantly  less expensive to
build and operate than cellular  telephone  systems.  SMR systems are,  however,
licensed to operate on  substantially  fewer  channels per system than  cellular
telephone  systems and  generally  lack  cellular's  ability to expand  capacity
through  frequency  reuse by using many low-power  transmitters  and to hand-off
calls.  Nextel  Communications,  Inc.,  in which  the  Company  holds an  equity
interest,  has begun to implement its proposal to use its available SMR spectrum
in various  metropolitan  areas more  efficiently  to increase  capacity  and to
provide a broad range of mobile radio  communications  services.  This proposal,
known as ESMR service, could provide additional competition to existing cellular
carriers, including the Company. In 1994, the FCC decided to license SMR systems
in the 800 MHz bands for wide-area use, thus  increasing  potential  competition
with  cellular.  The FCC recently  decided to license SMR spectrum in contiguous
blocks via the competitive bidding process.  Although wide-area SMR spectrum has
not yet  been  assigned,  the  licensing  change  may  further  the  competitive
potential of SMR services.

One-way paging or beeper services that feature voice message,  data services and
tones are also  available in the Company's  markets.  These services may provide
adequate capacity and sufficient mobile capabilities for some potential cellular
subscribers, thus providing additional competition to the Company's systems.

Certain new technologies and regulatory  proposals  potentially could affect the
competitive position of the cellular industry.  The most prominent is PCS, which
includes  a  variety  of  digital,  wireless  communications  systems  currently
primarily  suited for use in densely  populated  areas. At the power levels that
the FCC's rules now  provide,  each cell of a PCS system would have more limited
coverage than a cell in a cellular  telephone system.  Current proposals for PCS
include  advanced  cordless  telephones,  or CT-2,  mobile  data  networks,  and
personal  communications  networks that might provide  services similar to those
provided by cellular  at costs  lower than those  currently  charged by cellular
system  operators.  The FCC has  allocated  spectrum and adopted  rules for both
narrow and broadband PCS services. In 1994, the FCC completed a spectrum auction
for nationwide narrowband PCS licenses,  undertook the first regional narrowband
PCS auction, and began the first auction of broadband PCS spectrum (see "General
Developments  of Business - Sprint  Spectrum").  All of the 30 MHz Major Trading
Area licenses for PCS were issued by June 1995 and PCS licensees are required to
construct  their  networks to be capable of covering one third of their  service
area  population  within  five  years of the date of  licensing.  Broadband  PCS
service likely will become a direct competitor to cellular service.  In December
1995,  the FCC commenced the auction of additional  PCS spectrum  designated for
license to small businesses,  rural telephone companies and other entrepreneurs.
The FCC intends to offer additional spectrum for Commercial Mobile Radio Service
("CMRS") licenses in the future.

                                     - 17 -
<PAGE>

Applicants have received and others are seeking FCC  authorization  to construct
and operate  global  satellite  networks to provide  domestic and  international
mobile   communications   services  from   geostationary  and  low  earth  orbit
satellites.  In addition,  the Omnibus Budget  Reconciliation Act of 1993 ("1993
Budget Act") provided, among other things, for the release of 200 MHz of Federal
government  spectrum for commercial use over a fifteen year period.  The FCC has
already  allotted 25 MHz of spectrum  for fixed and mobile use.  The 1993 Budget
Act also  authorized  the FCC to conduct  competitive  bidding for certain radio
spectrum  licenses and required  the FCC to adopt new rules that  eliminate  the
regulatory  distinctions  between common and private  carriers for those private
carriers who interconnect  with the public switched  telephone  network and make
their  services  available  to a  substantial  portion of the public for profit.
These developments and further  technological  advances may make available other
alternatives  to  cellular  service  thereby  creating   additional  sources  of
competition.

Legislation and Regulation

FCC Regulation

The FCC regulates the  licensing,  construction,  operation and  acquisition  of
cellular  telephone  systems pursuant to the  Communications  Act. For licensing
purposes,  the FCC divided the US into separate markets:  306 MSAs and 428 RSAs.
In each market, the allocated cellular  frequencies are divided into two blocks:
Block A, initially awarded for utilization by Non-Wireline  entities such as the
Company,  and Block B, initially  awarded for utilization by affiliates of local
exchange  Wireline  telephone  companies.  There is no technical or  operational
difference  between  Wireline  and  Non-Wireline  systems  other than  different
frequencies.

Under the  Communications  Act,  no party may  transfer  control  of or assign a
cellular license without first obtaining FCC consent.  FCC rules (i) prohibit an
entity  controlling  one system in a market  from  holding  any  interest in the
competing cellular system in the market and (ii) prohibit an entity from holding
non-controlling  interests in more than one system in any market,  if the common
ownership  interests  present  anticompetitive   concerns  under  FCC  policies.
Cellular  radio  licenses  generally  expire  on  October  1 of the  tenth  year
following  grant of the license in the  particular  market and are renewable for
periods of ten years upon  application  to the FCC.  Licenses may be revoked for
cause and  license  renewal  applications  denied if the FCC  determines  that a
renewal would not serve the public  interest.  FCC rules provide that  competing
renewal  applications  for cellular  licenses will be considered in  comparative
hearings,  and establish the qualifications  for competing  applications and the
standards to be applied in such hearings.  Under current policies,  the FCC will
grant incumbent  cellular  licensees a "renewal  expectancy" if the licensee has
provided  substantial  service  to  the  public,   substantially  complied  with
applicable  FCC rules and policies and the  Communications  Act and is otherwise
qualified to hold an FCC license.  The FCC has granted  renewal of the Company's
licenses for the Philadelphia and Wilmington MSAs.

The FCC requires LECs in each market to offer  reasonable  terms and  facilities
for the interconnection of both cellular telephone systems in that market to the
LECs' landline network. Cellular telephone companies affiliated with the LEC are
required to disclose  how their  systems  will  interconnect  with the  landline
network.  The licensee not affiliated with the LEC has the right to interconnect
with  the  landline  network  in a manner  no less  favorable  than  that of the
licensee affiliated with the LEC. In addition,  the licensee not affiliated with
the LEC may, at its discretion,  request reasonable interconnection arrangements
that are  different  than those  provided  to the  affiliated  licensee  in that
market,  and the LEC  must  negotiate  such  requests  in  good  faith.  The FCC
reiterated its position on interconnection  issues in a declaratory ruling which
clarified  that LECs are  expected to provide,  within a  reasonable  time,  the
agreed-upon form of interconnection.

The FCC regulates  the ability of cellular  operators to bundle the provision of
service with hardware,  the resale of cellular  service by third parties and the
coordination  of frequency  usage with other  cellular  licensees.  The FCC also
regulates  the  height and power of base  station  transmitting  facilities  and
signal  emissions in the cellular  system.  Cellular systems also are subject to
Federal  Aviation  Administration  and FCC  regulations  concerning  the siting,
construction,  marking and lighting of cellular transmitter towers and antennae.
In  addition,  the FCC also  regulates  the  employment  practices  of  cellular
operators.

The  Communications  Act currently  restricts  foreign ownership or control over
commercial mobile radio licenses, which include cellular radio service licenses.
The FCC  recently  decided to  consider  the  opportunities  that other  nations
provide  to US  companies  in their  communications  industries  as a factor  in
deciding  whether to permit  higher  levels of  indirect  foreign  ownership  in
companies controlling common carrier and certain other radio licenses. The

                                     - 18 -
<PAGE>

1996  Telecom  Act relaxes  these  restrictions  by  eliminating  the  statutory
provisions  restricting  foreign  officers and  directors in licensees and their
parent corporations.

To date, the FCC has undertaken significant efforts to reconsider the regulation
of  CMRS   providers   in  the   wake  of   competitive   developments   in  the
telecommunications marketplace. For instance, the FCC is considering whether all
CMRS  providers  should  provide  interconnection  to all other CMRS  providers.
Moreover,  the FCC has  proposed new rules to govern  LEC-CMRS  interconnection.
Resolution  of the issues  raised in these  proceedings  may affect the costs of
providing  cellular  service  and the way in  which  the  Company  conducts  its
business.

Finally,  the 1996 Telecom Act  relieves  BOC-affiliated  cellular  providers of
their equal access obligations.  As such,  BOC-affiliated  carriers are afforded
greater flexibility in contracting with interexchange carriers for the provision
of long distance  services.  Prior to the legislative  change,  cellular systems
affiliated  with the BOCs were  required to offer equal access to  interexchange
carriers and those  affiliated  with AT&T  voluntarily  provided  equal  access.
Nevertheless, the FCC retains authority to require all CMRS operators to provide
unblocked  access  through the use of other  mechanisms  if customers  are being
denied access to the telephone  toll service  providers of their choice,  and if
such denial is contrary to the public interest.

State Regulation and Local Approvals

Except  for the State of  Illinois,  the states in which the  Company  presently
operates  currently  do not regulate  cellular  telephone  service.  In the 1993
Budget  Act,  Congress  gave  the FCC  the  authority  to  preempt  states  from
regulating  rates or entry into CMRS,  including  cellular.  In the CMRS  order,
described  above,  the FCC preempted the states and  established a procedure for
states to petition the FCC for authority to regulate  rates and entry into CMRS.
The FCC, to date,  has denied all state  petitions to regulate the rates charged
by CMRS providers.

The scope of the allowable level of state regulation of CMRS,  however,  remains
unclear.  The 1993 Budget Act does not identify the "other terms and conditions"
of CMRS service that can be regulated by the states.  Moreover, the FCC recently
issued a Notice of Proposed  Rulemaking  requesting  comment on the authority of
states to regulate intrastate LEC-CMRS  interconnection.  The resolution of this
issue  will  impact the extent to which  cellular  providers  will be subject to
state regulation of CMRS  interconnection  to the LECs. The siting of cells also
remains subject to state and local jurisdiction.

                                     CONTENT

Content consists  primarily of the Company's  57.45% ownership  interest in QVC,
which is consolidated with and managed by the Company. In addition,  the Company
recently formed C3, whose worldwide  activities will be focused on four distinct
areas: development and production of programming for the Company and other media
outlets;  enhancement  of existing  and creation of new  distribution  channels;
expansion of transactional  services;  and acquisitions of programming and media
related  companies.  In the programming  sector, C3 will assist the Company with
its programming  investments  which include E!  Entertainment,  Viewer's Choice,
Turner Broadcasting, The Golf Channel, Speedvision,  Outdoor Life, Music Choice,
Lightspan and the Sunshine Network.

                              Electronic Retailing

General

The Company  provides  electronic  retailing  services through QVC, a nationwide
general  merchandise  retailer.   Through  its  merchandise-focused   television
programs (the "QVC Service"),  QVC sells a wide variety of products  directly to
consumers.  The products are described and  demonstrated  live by program hosts,
and orders are placed  directly  with QVC by viewers who call a toll-free  '800'
telephone  number.  QVC television  programming is produced at its facilities in
Pennsylvania and is broadcast nationally via satellite to affiliated local cable
system operators and other  multichannel video programming  providers  ("Program
Carriers")  who  have  entered  into  carriage   agreements  (the   "Affiliation
Agreements")   with  QVC  and  who  retransmit  the  QVC  programming  to  their
subscribers.


                                     - 19 -

<PAGE>

The QVC Service

Products.  QVC sells a variety of consumer  products and  accessories  including
jewelry, apparel and accessories,  housewares,  collectibles,  electronics, toys
and cosmetics.  QVC obtains products from domestic and foreign manufacturers and
wholesalers  and is often able to make purchases on favorable terms based on the
volume of the transactions. QVC intends to continue introducing new products and
product lines.  QVC is not dependent  upon any one  particular  supplier for any
significant portion of its inventory.

Programming.  The QVC  program  schedule  consists of  one-hour  and  multi-hour
program  segments.  Each  program  segment has a theme  devoted to a  particular
category of product or  lifestyle.  From time to time,  QVC  broadcasts  special
program segments devoted to merchandise  associated with a particular celebrity,
event,  geographical  region or seasonal  interest.  QVC  selects  all  products
presented on its  programs,  stocks the  merchandise,  processes  all orders and
ships from its own distribution centers.

Process.  Viewers  place orders to purchase  merchandise  by calling a toll-free
telephone number.  QVC uses automatic call distributing  equipment to distribute
calls to its operators. The majority of all payments for purchases are made with
a major credit card or QVC's private label credit card. The accounts  receivable
from QVC's private label credit card program are purchased  (with  recourse) and
serviced  by an  unrelated  third  party.  QVC's  policy is to ship  merchandise
promptly,  typically  within two to three days  after  receipt of an order.  QVC
offers a return  policy which  permits  customers  to return  within 30 days any
merchandise  purchased  from QVC for a full  refund  of the  purchase  price and
original shipping charges.

Primary Channel. QVC's main channel (the "Primary Channel"),  as of December 31,
1995, is  transmitted  live 24 hours a day, 7 days a week, to  approximately  49
million  cable  television  homes and on a part-time  basis to  approximately  3
million  additional cable television homes. In addition,  the QVC Service can be
received by approximately 4 million home satellite dish users.

Q2. QVC's secondary  channel ("Q2"),  which  broadcasts 24 hours a day, 7 days a
week,  reaches  in excess of 9 million  homes.  In  January  1996,  the  Company
announced that the format of Q2 programming  would be changed,  effective in the
first half of 1996, to become a faster-paced,  news-like format,  combining live
hosts and edited tape of top products and stories from the Primary Channel.

QVC UK. In October 1993, QVC launched an electronic retailing program service in
the UK ("QVC--The  Shopping  Channel")  through a joint venture  agreement  with
British Sky Broadcasting  Limited. This service currently reaches over 4 million
homes in the UK.

iQVC. In December 1995, QVC launched its interactive  shopping  service ("iQVC")
on The Microsoft Network ("MSN"),  Microsoft  Corporation's new on-line service.
The  iQVC  service  will  offer  MSN's  on-line   members  a  diverse  array  of
merchandise, available on-line, 24 hours a day, 7 days a week.

QVC Service Transmission

The  QVC  Service   signal  is  transmitted   via  two   exclusive,   protected,
non-preemptible  transponders on communications satellites.  Each communications
satellite has a number of separate transponders.  'Protected' status means that,
in the event of transponder failure, QVC's signal will be transferred to a spare
transponder or, if none is available,  to a preemptible  transponder  located on
the same satellite or, in certain cases,  to a transponder on another  satellite
owned  by the  same  lessor  if one is  available  at the  time of the  failure.
'Non-preemptible' status means that the transponder cannot be preempted in favor
of a user of a  'protected'  transponder  that has failed.  QVC has never had an
interruption in programming due to transponder failure and believes that because
it has the exclusive use of two protected,  non-preemptible  transponders,  such
interruption  is unlikely to occur.  There can be no  assurance,  however,  that
there will not be an interruption or termination of satellite  transmission  due
to transponder  failure.  Such interruption or termination could have a material
adverse effect on QVC.

Program Carriers

QVC has entered into  Affiliation  Agreements with Program Carriers to carry the
QVC Service.  There are generally no additional  charges to the  subscribers for
distribution of the QVC Service. In return for carrying the QVC Service,

                                     - 20 -

<PAGE>

each Program Carrier  receives five percent (5%) of the net sales of merchandise
sold to customers  located in the Program  Carrier's  service area. The terms of
most  Affiliation  Agreements  are  automatically  renewable for one-year  terms
unless terminated by either party on at least 90 days notice prior to the end of
the term.  Affiliation  Agreements  covering most of the QVC's cable  television
homes can be  terminated  in the  sixth  year of their  respective  terms by the
Program  Carrier unless the Program  Carrier earns a specified  minimum level of
sales  commissions.  QVC's  sales are  currently  at levels that would meet such
minimum requirements. The Affiliation Agreements provide for the Program Carrier
to  broadcast  commercials  regarding  the QVC Service on other  channels and to
distribute QVC's advertising  material to subscribers.  As of December 31, 1995,
approximately  30% of the total homes reached by QVC were  attributable to QVC's
Affiliation   Agreements  with  the  Company  and  TCI,  and  their   respective
subsidiaries.

Renewal of these  Affiliation  Agreements on favorable  terms is dependent  upon
QVC's ability to negotiate  successfully with Program Carriers.  The QVC Service
competes for cable channels with competitive  programming as well as alternative
programming supplied by a variety of other well-established  sources,  including
news, public affairs,  entertainment and sports  programmers.  QVC's business is
highly  dependent on its affiliation  with Program Carriers for the transmission
of the QVC Service.  The loss of a significant  number of cable television homes
because of termination or  non-renewal  of Affiliation  Agreements  would have a
material  adverse  effect on QVC.  To induce  Program  Carriers to enter into or
extend  Affiliation  Agreements  or to increase  the number of cable  television
homes under existing Affiliation  Agreements,  QVC has developed other incentive
programs,  including various forms of marketing,  launch and equipment  purchase
support. QVC will attempt to continue to recruit additional Program Carriers and
seek to enlarge the audience for the QVC Service.

Legislation and Regulation

The FCC does not directly  regulate  programming  services like those offered by
QVC. The FCC does, however,  exercise  regulatory  authority over the satellites
and uplink facilities which transmit programming services such as those provided
by QVC. The FCC has granted  permanent  licenses  subject to periodic reviews to
QVC for its  uplink  facilities  (and for backup  equipment  of certain of these
facilities)  at  sufficient  power levels for  transmission  of the QVC Service.
Regarding the satellites from which QVC obtains  transponder  capacity,  the FCC
presently  exercises  licensing authority but does not regulate the rates, terms
or conditions of service provided by these facilities.  Pursuant to its residual
statutory authority,  the FCC could, however,  alter the regulatory  obligations
applicable to satellite service providers.

Competition

QVC  operates  in a highly  competitive  environment.  As a general  merchandise
retailer,  QVC competes for consumer  expenditures  and interest with the entire
retail industry, including department, discount, warehouse and specialty stores,
mail  order and other  direct  sellers,  shopping  center and mall  tenants  and
conventional  free-standing  stores,  many of which  are  connected  in chain or
franchise  systems.  On  television,  it  is  also  in  competition  with  other
satellite-transmitted  programs  for  channel  space  and  viewer  loyalty.  QVC
believes  that,  at the present time,  most Program  Carriers are not willing to
devote more than two  channels to televised  shopping and may allocate  only one
until digital  compression  is utilized on a large-scale  basis several years in
the future. Many systems have limited channel capacity and may be precluded from
adding any new programs at the present time. The  development and utilization of
digital compression is expected to provide Program Carriers with greater channel
capacity thereby increasing the opportunity for the QVC Service,  in addition to
other home shopping programs, to be broadcast on additional channels.

Seasonality

QVC's  business is seasonal in nature,  with its major selling season during the
last quarter of the  calendar  year.  Net revenue for the fourth  quarter of the
year ended December 31, 1995 accounted for approximately 32% of QVC's annual net
sales from electronic retailing.


                                     - 21 -

<PAGE>

                                    EMPLOYEES

As of December 31, 1995, the Company had 12,200 employees,  excluding  employees
in managed  operations.  Of these  employees,  5,700 were  associated with cable
communications,  4,700 were associated with electronic  retailing and 1,100 were
associated with cellular telephone communications. The Company believes that its
relationships with its employees are good.

ITEM 2    PROPERTIES

Domestic Cable Communications

The principal  physical  assets of a cable  communications  system  consist of a
central receiving apparatus,  distribution cables, converters and local business
offices. The Company owns or leases the receiving and distribution  equipment of
each system and owns or leases parcels of real property for the receiving  sites
and local  business  offices.  The physical  components of cable  communications
systems require  maintenance and periodic  upgrading and rebuilding to keep pace
with technological  advances. A significant number of the Company's systems will
be upgraded or rebuilt over the next several years.

Cellular Communications

The principal  physical  assets of a cellular  telephone  communications  system
include cell sites and central switching equipment. The Company primarily leases
its sites used for its transmission  facilities and its administrative  offices.
The physical  components of a cellular telephone  communications  system require
maintenance  and  upgrading  to keep pace  with  technological  advances.  It is
anticipated that the Company's  systems will be converted to digital  technology
over the next several years.

Electronic Retailing

The principal physical assets of the Company's  electronic  retailing operations
consist  of  television  studios,  telecommunications  centers,  local  business
offices and various product  warehouses and distribution  centers.  The Company,
through QVC,  owns the majority of these  assets.  The  physical  components  of
electronic   retailing  operations  require  maintenance  and  require  periodic
upgrading  and  rebuilding  to keep  pace  with  technological  advances.  It is
anticipated that QVC's warehousing and distribution  facilities will be upgraded
or rebuilt over the next several years.

The Company's  management believes that substantially all of its physical assets
are in good operating condition.

ITEM 3    LEGAL PROCEEDINGS

The Company is not party to  litigation  which,  in the opinion of the Company's
management,  will have a  material  adverse  effect on the  Company's  financial
position or results of operations.

ITEM 4    SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS

No matters were submitted to a vote of security holders,  through a solicitation
of proxies or otherwise,  during the fourth  quarter of the year ended  December
31, 1995.

ITEM 4A   EXECUTIVE OFFICERS OF THE REGISTRANT

The current term of office of each of the officers  expires at the first meeting
of the Board of Directors of the Company  following  the next Annual  Meeting of
Shareholders, presently scheduled to be held in June 1996, or as soon thereafter
as each of their successors is duly elected and qualified.


                                     - 22 -

<PAGE>

The following  table sets forth  certain  information  concerning  the principal
executive officers of the Company, including their ages, positions and tenure as
of February 1, 1996.

<TABLE>
<CAPTION>
                                      Officer
    Name                   Age         Since            Position with the Company
<S>                      <C>          <C>          <C>
Ralph J. Roberts            75          1969         Chairman of the Board of Directors;
                                                     Director

Julian A. Brodsky           62          1969         Vice Chairman of the Board of
                                                     Directors; Director

Brian L. Roberts            36          1986         President; Director

Lawrence S. Smith           48          1988         Executive Vice President

John R. Alchin              47          1990         Senior Vice President; Treasurer

Stanley L. Wang             55          1981         Senior Vice President; General
                                                     Counsel; Secretary
</TABLE>

Ralph J. Roberts has served as a Director and Chairman of the Board of Directors
of the Company for more than five years.  Mr. Roberts has been the President and
a Director of Sural Corporation,  a privately-held investment company ("Sural"),
the Company's largest shareholder, for more than five years. Mr. Roberts devotes
a major  portion of his time to the  business  and affairs of the  Company.  The
shares of the Company owned by Sural constitute  approximately 78% of the voting
power of the two classes of the  Company's  voting  common stock  combined.  Mr.
Roberts has voting  control of Sural.  Mr. Roberts is also a Director of Comcast
UK Cable Partners Limited,  Cablevision  Investment of Detroit,  Inc. and Storer
Communications, Inc.

Julian A. Brodsky has served as Vice Chairman of the Board of Directors for more
than five years. Mr. Brodsky presently serves as the Treasurer and a Director of
Sural.  Mr.  Brodsky  devotes a major  portion of his time to the  business  and
affairs of the  Company.  Mr.  Brodsky  is also a  Director  of Comcast UK Cable
Partners   Limited,    Cablevision   Investment   of   Detroit,   Inc.,   Storer
Communications, Inc., and RBB Fund, Inc.

Brian L.  Roberts has served as  President  of the Company and as a Director for
more than five years.  Mr.  Roberts  presently  serves as Vice  President  and a
Director  of  Sural.  Mr.  Roberts  devotes a major  portion  of his time to the
affairs of the Company.  Mr.  Roberts is also a Director of Turner  Broadcasting
System,  Inc.,  Comcast UK Cable  Partners  Limited,  Cablevision  Investment of
Detroit, Inc. and Storer Communications, Inc. In addition, Mr. Roberts presently
serves as the Chairman of the National Cable Television Association. He is a son
of Ralph J. Roberts.

Lawrence S. Smith was named  Executive Vice President of the Company in December
1995.  Prior to that time,  Mr.  Smith  served as Senior Vice  President  of the
Company for more than five years. Mr. Smith is the Principal  Accounting Officer
of the Company. Mr. Smith is a Director of Comcast UK Cable Partners Limited.

John R. Alchin has served as Treasurer and Senior Vice  President of the Company
for more than five years.  Mr. Alchin is a Director of Comcast UK Cable Partners
Limited.

Stanley L. Wang has  served as Senior  Vice  President,  Secretary  and  General
Counsel of the  Company  for more than five  years.  Mr.  Wang is a Director  of
Cablevision Investment of Detroit, Inc. and Storer Communications, Inc.


                                     - 23 -

<PAGE>

                                     PART II

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

The Class A Special  Common  Stock and Class A Common  Stock of the  Company are
traded in the  over-the-counter  market  and are  included  on Nasdaq  under the
symbols CMCSK and CMCSA,  respectively.  There is no established  public trading
market for the Class B Common Stock of the Company.  The Class B Common Stock is
convertible,  on a share for share basis, into Class A Special or Class A Common
Stock.  The following table sets forth, for the indicated  periods,  the closing
price  range of the Class A Special  and Class A Common  Stock as  furnished  by
Nasdaq.  Such price ranges have been  adjusted for the  Company's  three-for-two
stock split effective February 2, 1994 and rounded to the nearest one-eighth.

<TABLE>
<CAPTION>
                                                     Class A
                                                     Special                             Class A
                                              High               Low             High               Low
<S>                                     <C>                 <C>             <C>              <C>
1995
  First Quarter..................           $16  5/16         $14  9/16        $16  3/8          $14  3/8
  Second Quarter.................            19  1/16          14               18  7/8           13  3/4
  Third Quarter..................            22                18  5/8          22  1/8           18  9/16
  Fourth Quarter.................            20  5/8           16  5/8          20  7/16          16  1/2

1994
  First Quarter..................           $23  1/8          $17  5/8         $23  1/8          $18  1/8
  Second Quarter.................            18  3/4           15               19  1/8           15  1/8
  Third Quarter..................            17  3/4           15               18                15  1/8
  Fourth Quarter.................            17  5/8           14  5/8          17  3/4           14  1/4
</TABLE>

The Company began paying quarterly cash dividends on its Class A Common Stock in
1977.  Since 1978,  the Company has paid equal  dividends  on shares of both the
Class A Common Stock and the Class B Common Stock. Since December 1986, when the
Class A Special Common Stock was issued, the Company has paid equal dividends on
shares of the Class A Special,  Class A and Class B Common  Stock.  The  Company
declared  dividends of $.0933 for each of the years ended  December 31, 1995 and
1994 on shares of Class A Special, Class A and Class B Common Stock (as adjusted
for the Company's three-for-two stock split effective February 2, 1994).

It is the  intention  of the  Board of  Directors  to  continue  to pay  regular
quarterly cash  dividends on all classes of the Company's  stock;  however,  the
declaration  and payment of future  dividends  and their amount  depend upon the
results of  operations,  financial  condition  and capital needs of the Company,
contractual restrictions of the Company and its subsidiaries and other factors.

The holders of the Class A Special  Common Stock are not entitled to vote in the
election of  directors  or  otherwise,  except where class voting is required by
applicable law or the Company's  Articles of Incorporation,  in which case, each
holder of Class A Special  Common Stock shall be entitled to one vote per share.
Each  holder of Class A Common  Stock has one vote per share and each  holder of
Class B Common  Stock has 15 votes per  share.  The  Articles  of  Incorporation
provide that the Class A Special Common Stock,  the Class A Common Stock and the
Class B Common  Stock vote as  separate  classes on  certain  amendments  to the
Articles  of  Incorporation  regarding  conversion  rights of the Class B Common
Stock and as required by applicable law. Under  applicable law, holders of Class
A Special Common Stock have voting rights in the event of certain  amendments to
the  Articles  of  Incorporation  and  certain  mergers  and  other  fundamental
corporate changes. In all other instances,  including the election of directors,
the Class A Common Stock and the Class B Common Stock vote as one class. Neither
the holders of Class A Common Stock nor the holders of Class B Common Stock have
cumulative voting rights.

As of February 1, 1996, there were 2,332 record holders of the Company's Class A
Special  Common Stock and 1,792 record  holders of the Company's  Class A Common
Stock.  Sural  Corporation  is the sole record holder of the  Company's  Class B
Common Stock.


                                     - 24 -

<PAGE>



ITEM 6   SELECTED FINANCIAL DATA

<TABLE>
<CAPTION>
                                                                      Year Ended December 31,
                                          1995 (1)         1994 (1)         1993 (1)(5)        1992 (5)            1991
                                          --------         --------         -----------        --------            ----
                                                               (Dollars in thousands, except per share data)
<S>                                     <C>             <C>               <C>                <C>              <C>
Statement of Operations Data:

Revenues..............................  $3,362,946       $1,375,304        $1,338,228          $900,345         $721,000
Operating income......................     329,791          239,794           264,896           165,106          144,951
Equity in net losses of affiliates....      86,618           40,884            28,872           104,306           83,366
Loss before extraordinary items
  and cumulative effect of
  accounting changes..................     (37,849)         (75,325)          (98,871)         (217,935)        (155,572)
Extraordinary items...................      (6,084)         (11,703)          (17,620)          (52,297)
Cumulative effect of accounting
  changes.............................                                       (742,734)
Net loss..............................     (43,933)         (87,028)         (859,225)         (270,232)        (155,572)
Loss per share before extraordinary
  items and cumulative effect of
  accounting changes (2)..............        (.16)            (.32)             (.46)            (1.08)            (.87)
Extraordinary items per share (2).....        (.02)            (.05)             (.08)             (.26)
Cumulative effect of accounting
  changes per share (2)...............                                          (3.47)
Net loss per share (2)................        (.18)            (.37)            (4.01)            (1.34)            (.87)
Cash dividends
  declared per share (2)..............       .0933            .0933             .0933             .0933            .0933

Balance Sheet Data:

At year end:
  Total assets........................   9,580,308        6,762,984         4,948,276         4,271,898        2,793,584
  Working capital (deficiency)........     531,589          (52,132)          176,569            36,886          381,183
  Long-term debt......................   6,943,766        4,810,541         4,154,830         3,973,514        2,452,912
  Stockholders' (deficiency) equity...    (827,651)        (726,789)         (870,531)         (181,641)          19,480

Supplementary Financial Data:

Operating income before
  depreciation and amortization (3)...   1,018,843          576,256           606,396           397,153          309,250
Net cash provided by
  operating activities (4)............     520,693          368,994           345,892           252,297          176,228
<FN>
---------------
(1)  See  "Management's  Discussion  and  Analysis of  Financial  Condition  and
     Results  of  Operations"  for a  discussion  of  events  which  affect  the
     comparability of the information  reflected in the above selected financial
     data.
(2)  As adjusted for the Company's  three-for-two stock split effective February
     2, 1994.
(3)  "Operating income before depreciation and amortization"  (commonly referred
     to in the Company's  businesses as "operating cash flow") is presented as a
     measure  of  the  Company's   ability  to  generate  cash  to  service  its
     obligations, including debt service obligations, and to finance capital and
     other  expenditures.  In part due to the  capital  intensive  nature of the
     telecommunications   industry  and  the   significant   level  of  non-cash
     depreciation  and amortization  expense,  operating cash flow is frequently
     used as one of the bases for comparing companies in the industry. Operating
     cash flow does not purport to represent  net income or net cash provided by
     operating  activities,  as those terms are defined under generally accepted
     accounting  principles,  and should not be considered as an  alternative to
     such measurements as an indicator of the Company's performance.
(4)  Represents  net cash  provided by operating  activities as presented in the
     Company's consolidated statement of cash flows.
(5)  Comparability of the information presented for the years ended December 31,
     1993 and 1992 is affected by the Company's acquisitions of AWACS, Inc., the
     Non-Wireline  cellular  telephone system serving the Philadelphia MSA, from
     Metromedia  Company  in March 1992 and Storer in  December  1992.  Prior to
     December 1992, the Company had a 50% interest in Storer which was accounted
     for under the equity method.
</FN>
</TABLE>

                                     - 25 -

<PAGE>

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

Overview

The Company has  experienced  significant  growth in recent  years  through both
strategic  acquisitions and growth in its existing  businesses.  The Company has
historically  met its cash  needs for  operations  through  its cash  flows from
operating   activities.   Cash   requirements   for   acquisitions  and  capital
expenditures have been provided through the Company's  financing  activities and
sales of long-term investments as well as its existing cash and cash equivalents
and short-term investments.

General Developments of Business

Sprint Spectrum

Effective as of January 1996, the Company,  Tele-Communications,  Inc.  ("TCI"),
Cox  Communications,  Inc.  ("Cox," and  together  with the Company and TCI, the
"Cable Parents") and Sprint  Corporation  ("Sprint," and together with the Cable
Parents,  the "Parents"),  and certain subsidiaries of the Parents (the "Partner
Subsidiaries"), entered into a series of agreements relating to their previously
announced joint venture (March 1995) to engage in the  communications  business.
Under an Amended and Restated Agreement of Limited Partnership (the "Partnership
Agreement")  of MajorCo,  L.P.  (known as "Sprint  Spectrum"),  the  business of
Sprint  Spectrum will be the provision of wireless  telecommunications  services
and will not include the  previously  authorized  business  of  providing  local
wireline  communications  services to residences and  businesses.  A partnership
owned entirely by subsidiaries of the Company owns 15% of Sprint  Spectrum.  The
Company accounts for its investment in Sprint Spectrum under the equity method.

Sprint  Spectrum  was  the  successful  bidder  for 29  personal  communications
services ("PCS") licenses in the auction conducted by the Federal Communications
Commission ("FCC") from December 1994 through mid-March 1995. The purchase price
for the licenses was approximately $2.11 billion,  all of which has been paid to
the FCC.  Sprint  Spectrum may also elect to bid in subsequent  auctions for PCS
licenses. In addition, Sprint Spectrum has invested, and may continue to invest,
in other  entities that hold PCS  licenses,  may acquire PCS licenses from other
license holders and may affiliate with other license holders.

Pursuant to separate Parent  agreements,  each Cable Parent and Sprint agreed to
negotiate in good faith on a  market-by-market  basis for the provision of local
wireline  telephony  services  over the cable  communications  facilities of the
applicable  Cable Parent under the Sprint brand.  Accordingly,  local  telephony
offerings  in each  market will be the subject of  individual  agreements  to be
negotiated  with Sprint,  rather than being provided  through Sprint Spectrum as
originally contemplated.  The offering of local wireline telephone services will
require the removal of regulatory and  legislative  barriers to local  telephone
competition   (see   "Description   of  the   Company's   Businesses   -   Wired
Telecommunications - Cable  Communications - Legislation and Regulation").  Each
Parent  agreement  also  contains  certain  restrictions  on the ability of each
Parent to offer and  promote,  or package  certain  of its cable  communications
products or services  with,  certain  products and services of other persons and
requires the applicable Cable Parent to make its cable communications facilities
available to Sprint for  specified  purposes to the extent that it has made such
facilities available to others for such purposes.

The Partner  Subsidiaries also terminated a contribution  agreement  pursuant to
which  they had  agreed  to  contribute  to  Sprint  Spectrum  their  respective
interests in Teleport  Communications Group Inc., TCG Partners and certain local
joint ventures managed by such entities (collectively, "TCG"). TCG is one of the
largest  competitive  access  providers in the United  States ("US") in terms of
route miles.  The Parents  reaffirmed  their intention to continue to attempt to
integrate the business of TCG with that of Sprint Spectrum.

Scripps Cable

In October  1995,  the Company  announced  its  agreement  to purchase the cable
television  operations  ("Scripps  Cable") of The E.W.  Scripps  Company  ("E.W.
Scripps") in exchange for shares of the Company's  Class A Special Common Stock,
par value  $1.00 per share (the "Class A Special  Common  Stock" -- see Item 5 -
"Market for the Registrant's  Common Equity and Related  Stockholder  Matters"),
worth $1.575  billion  (the "Base  Consideration"),  subject to certain  closing
adjustments (the "Scripps Transaction").  Scripps Cable passes approximately 1.2
million homes and serves approximately 800,000 subscribers, with over 60% of its
subscribers located in Sacramento, California and

                                     - 26 -

<PAGE>

Chattanooga and Knoxville,  Tennessee.  The purchase is expected to close in the
second half of 1996, subject to shareholder and regulatory  approval and certain
other conditions.

Pursuant to the  Agreement  and Plan of Merger dated as of October 28, 1995 (the
"Merger  Agreement") by and among the Company,  E.W. Scripps and Scripps Howard,
Inc., a wholly owned subsidiary of E.W. Scripps, E.W. Scripps will distribute to
its   shareholders   all  assets  other  than  Scripps  Cable.   Following  such
distribution,  E.W.  Scripps  will be  merged  with and into  the  Company  (the
"Merger")  and each share of E.W.  Scripps  common stock issued and  outstanding
immediately  prior to the Merger will be converted  into a portion of the shares
of the Class A Special Common Stock to be paid as  consideration  in the Merger.
Assuming (i) no adjustment has been made to the Base  Consideration and (ii) the
closing  price of the Class A  Special  Common  Stock is equal to the  execution
price  ($20.075 per share),  as such terms are defined in the Merger  Agreement,
the  Company  would  issue  to  E.W.  Scripps'   shareholders  an  aggregate  of
approximately 78.5 million shares of Class A Special Common Stock in the Merger,
subject to certain adjustments.  Such shares would represent,  in the aggregate,
approximately  28.9% of the  Class A  Special  Common  Stock  outstanding  as of
December 31, 1995, on a pro forma basis.

Share Repurchase Program

Concurrent  with  the  announcement  of the  Scripps  Transaction,  the  Company
announced that its Board of Directors has authorized a market repurchase program
(the "Repurchase  Program") pursuant to which the Company may purchase,  at such
times and on such  terms as it deems  appropriate,  up to $500.0  million of its
outstanding common equity securities subject to certain  restrictions and market
conditions. Through December 31, 1995, the Company had repurchased shares of its
common stock for aggregate  consideration of $12.4 million.  Through February 1,
1996, the Company had repurchased additional shares for aggregate  consideration
of $4.0 million.

QVC

In February 1995, the Company and TCI acquired all of the  outstanding  stock of
QVC,  Inc.  and  its   subsidiaries   ("QVC")  not  previously   owned  by  them
(approximately  65% of such shares on a fully  diluted  basis) for $46, in cash,
per share (the "QVC  Acquisition"),  representing a total cost of  approximately
$1.4 billion.  The QVC  Acquisition,  including the exercise of certain warrants
held by the Company,  was financed with cash  contributions from the Company and
TCI of $296.3 million and $6.6 million, respectively, borrowings of $1.1 billion
under a $1.2 billion QVC credit facility and existing cash and cash  equivalents
held by QVC.  Following the acquisition,  the Company and TCI own, through their
respective subsidiaries,  57.45% and 42.55%, respectively,  of QVC. The Company,
through a management agreement,  is responsible for the day to day operations of
QVC. The Company has accounted for the QVC Acquisition under the purchase method
of accounting and QVC was consolidated  with the Company  effective  February 1,
1995.

Maclean Hunter

In December  1994,  the Company,  through  Comcast MHCP  Holdings,  L.L.C.  (the
"LLC"),  acquired the US cable  television  and alternate  access  operations of
Maclean Hunter Limited ("Maclean  Hunter") from Rogers  Communications  Inc. and
all of the outstanding shares of Barden Communications, Inc. (collectively, such
acquisitions  are  referred  to  as  the  "Maclean  Hunter   Acquisition")   for
approximately  $1.2  billion in cash.  The  Company  and the  California  Public
Employees'  Retirement  System  ("CalPERS")  invested  $305.6 million and $250.0
million,  respectively,  in the  LLC,  which  is  owned  55% by a  wholly  owned
subsidiary of the Company and 45% by CalPERS, and is managed by the Company. The
balance of the Maclean Hunter  Acquisition was financed through borrowings under
a credit  facility  of a wholly  owned  subsidiary  of the LLC.  The Company has
accounted  for the  Maclean  Hunter  Acquisition  under the  purchase  method of
accounting and has consolidated Maclean Hunter effective December 22, 1994.

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

Liquidity and Capital Resources

Cash, Cash Equivalents and Short-term Investments

The  Company  has  traditionally  maintained  significant  levels of cash,  cash
equivalents  and  short-term   investments  to  meet  its  short-term  liquidity
requirements.  Cash, cash equivalents and short-term  investments as of December
31, 1995 and 1994 were $910.0 million and $465.5  million,  respectively.  As of
December 31, 1995, approximately $410

                                     - 27 -

<PAGE>

million of the Company's cash, cash  equivalents and short-term  investments was
restricted  to use by  subsidiaries  of the Company under  contractual  or other
arrangements, including approximately $341 million which is restricted to use by
Comcast UK Cable  Partners  Limited  ("Comcast UK Cable"),  a subsidiary  of the
Company.

The Company's cash and cash equivalents and short-term  investments are recorded
at cost which approximates their fair value. At December 31, 1995, the Company's
short-term  investments  of $371.0  million had a weighted  average  maturity of
approximately  14 months.  However,  due to the high degree of liquidity and the
intent of management to use these investments as needed to fund its commitments,
the Company considers these as current assets.

Investments

Under the provisions of the Partnership Agreement, the Partner Subsidiaries have
committed to contribute $4.2 billion in cash to Sprint Spectrum through 1997, of
which the Company's share is $630.0 million.  Of this funding  requirement,  the
Company has made total cash capital  contributions  to Sprint Spectrum of $346.0
million  through  December  31,  1995.  The  Company   anticipates  that  Sprint
Spectrum's capital requirements over the next several years will be significant.
Requirements  in excess of committed  capital are planned to be funded by Sprint
Spectrum  through external  financing.  Although it is anticipated that external
financing  will  be  available  to  Sprint  Spectrum  on  acceptable  terms  and
conditions,  no assurances can be given as to such  availability.  The timing of
the Company's  remaining  capital  contributions to Sprint Spectrum is dependent
upon a number of factors, including Sprint Spectrum's ability to obtain external
financing as well as its working capital requirements.

In July 1995,  the Company sold 11.3 million  shares of Nextel  common stock for
$212.6 million (the "Nextel Transaction").  As a result of this transaction, the
Company  recognized  a pre-tax  gain of $36.2  million.  In  February  1996,  in
connection  with  certain  preemptive  rights of the  Company  under  previously
existing  agreements  with  Nextel,  the Company  purchased  approximately  8.16
million  shares,  classified  as available  for sale,  of Nextel common stock at
$12.25 per share,  for a total cost of $99.9 million.  The Company  continues to
hold options,  which expire in 1997, to acquire an additional 25 million  shares
of Nextel common stock at $16 per share.

In  January   1995,   the  Company   exchanged  its   investments   in  Heritage
Communications,  Inc. with TCI for  approximately  13.3 million  publicly-traded
Class A common  shares of TCI with a fair market value of  approximately  $290.0
million.  Shortly  thereafter,   the  Company  sold  approximately  9.1  million
unrestricted  TCI shares for total  proceeds  of  approximately  $188.0  million
(collectively,  the "Heritage Transaction").  As a result of these transactions,
the Company recognized a pre-tax gain of approximately $141.0 million in 1995.

The Company does not have any  additional  significant  contractual  commitments
with respect to any of its investments.  However, to the extent the Company does
not fund its  investees'  capital  calls,  it exposes  itself to dilution of its
ownership interests.

Minority Interest Rights

Liberty Media Corporation ("Liberty"),  a majority-owned subsidiary of TCI, may,
at certain  times  following  February 9, 2000,  trigger the exercise of certain
exit  rights  with  respect to its  investment  in QVC.  If the exit  rights are
triggered,  the Company has first  right to purchase  Liberty's  stock in QVC at
Liberty's  pro rata  portion  of the fair  market  value (on a going  concern or
liquidation  basis,  whichever is higher, as determined by an appraisal process)
of QVC. The Company may pay Liberty for such stock, subject to certain rights of
Liberty to consummate the purchase in the most  tax-efficient  method available,
in cash, the Company's  promissory note maturing not more than three years after
issuance,  the Company's equity  securities or any combination  thereof.  If the
Company  elects not to purchase  the stock of QVC held by Liberty,  then Liberty
will have a similar  right to purchase the stock of QVC held by the Company.  If
Liberty  elects  not to  purchase  the  stock of QVC held by the  Company,  then
Liberty and the Company will use their best efforts to sell QVC.

As a result of the Maclean  Hunter  Acquisition,  at any time after December 18,
2001,  CalPERS may elect to  liquidate  its interest in the LLC at a price based
upon the fair value of CalPERS'  interest in the LLC,  adjusted,  under  certain
circumstances,  for certain  performance  criteria relating to the fair value of
the  LLC  or  to  the  Company's   common  stock.   Except  in  certain  limited
circumstances,   the  Company,   at  its  option,  may  satisfy  this  liquidity
arrangement by purchasing  CalPERS'  interest for cash,  through the issuance of
the Company's  common stock (subject to certain  limitations)  or by selling the
LLC.


                                     - 28 -

<PAGE>

Capital Expenditures

It is anticipated that during 1996, the domestic  operations of the Company will
incur approximately $600 million of capital expenditures, including $300 million
for  the   upgrading  and   rebuilding   of  certain  of  the  Company's   cable
communications  systems, $100 million for the upgrading of QVC's warehousing and
distribution  facilities  and $120 million for the  upgrading  of the  Company's
cellular  communications  systems.  The amount of such capital  expenditures for
years  subsequent  to 1996 will  depend on numerous  factors,  many of which are
beyond the Company's  control.  These factors include  whether  competition in a
particular market necessitates a system upgrade, whether a particular system has
sufficient  capacity to handle new product  offerings  including the offering of
cable telephony and telecommunications  services, whether and to what extent the
Company will be able to recover its  investment  under FCC rate  guidelines  and
whether  the  Company  acquires  additional  systems  in  need of  upgrading  or
rebuilding.  The Company,  however,  anticipates capital  expenditures for years
subsequent to 1996 will continue to be significant. As of December 31, 1995, the
Company  does not have  any  significant  contractual  obligations  for  capital
expenditures.

Financing

The Company has  historically  utilized a strategy of financing its acquisitions
through  senior debt at the  acquired  operating  subsidiary  level.  Additional
financing  has also  been  obtained  by the  Company  through  the  issuance  of
subordinated debt at the intermediate  holding company and parent company levels
and, to some extent,  through public  offerings of a subsidiary  company's stock
and debt instruments.  As of December 31, 1995 and 1994, the Company's long-term
debt,  including  current  portion,  was  $7.029  billion  and  $4.993  billion,
respectively, of which approximately 54% and 61%, respectively,  was at variable
rates.  Maturities of long-term  debt for the five years  commencing in 1996 are
$85.4  million,  $154.8  million,  $691.6  million,  $444.3  million  and $575.9
million. As of February 1, 1996, certain  subsidiaries of the Company had unused
lines of  credit  of  $1.541  billion.  Use of these  unused  lines of credit is
restricted  by the  covenants of the related debt  agreements  and to subsidiary
debt   refinancing,   subsidiary   general   corporate   purposes  and  dividend
declaration.  The Company's  long-term  debt had estimated fair values of $7.074
billion and $4.828 billion as of December 31, 1995 and 1994,  respectively.  The
Company's  weighted average  interest rate was  approximately  8.32%,  7.75% and
8.45% during the years ended December 31, 1995, 1994 and 1993, respectively. The
Company continually  evaluates its debt structure with the intention of reducing
its debt service requirements when desirable.

In May 1995, the Company issued $250.0  million  principal  amount of its 9-3/8%
senior  subordinated  debentures  due 2005. In October 1995,  the Company issued
$250.0 million principal amount of its 9-1/8% senior subordinated debentures due
2006. In November 1995,  Comcast UK Cable received net proceeds of approximately
$291.1 million from the sale of approximately $517.3 million principal amount at
maturity of its 11.20% senior  discount  debentures due 2007 (the "2007 Discount
Debentures").  Interest will accrete on the 2007  Discount  Debentures at 11.20%
per annum compounded  semi-annually from November 15, 1995 to November 15, 2000,
after which date  interest  will be paid in cash on each May 15 and November 15,
through  November 15, 2007.  The net proceeds from the offering will be utilized
by Comcast UK Cable for future advances and capital  contributions to its equity
investees and subsidiary primarily for the build-out of their telecommunications
networks in the United Kingdom ("UK").

In conjunction with the Repurchase  Program,  in December 1995, the Company sold
put options on 3.0 million shares of its Class A Special  Common Stock.  The put
options  give the holder the right to require  the  Company to  repurchase  such
shares at specified  prices on specific dates during the period from May through
July 1996.  Proceeds of $2.6  million  from the sale of these put  options  were
credited to additional capital. The amount the Company would be obligated to pay
to  repurchase  such  shares if all  outstanding  put  options  were  exercised,
totaling $52.1 million,  has been  reclassified to a temporary equity account in
the  Company's  consolidated  balance  sheet as of December  31,  1995.  Through
February 1, 1996, the Company sold  additional put options on 1.0 million shares
of its Class A Special Common Stock,  with expiration dates in July 1996. If the
put options sold in January 1996 were exercised,  the Company would be obligated
to pay $17.5 million to repurchase such shares.

Risk Management

The Company has entered into certain foreign exchange forward contracts, foreign
exchange option  contracts and interest rate swap and cap agreements as a normal
part of its risk management efforts.

Foreign exchange forward contracts are used by Comcast UK Cable to hedge against
the risk that monetary  assets held or denominated in currencies  other than its
functional currency (the UK Pound Sterling or "UK Pound") are

                                     - 29 -

<PAGE>

devalued as a result of changes in exchange rates.  The notional amount of these
contracts was $20.0 million and $100.0 million as of December 31, 1995 and 1994,
respectively.  Foreign  exchange  forward  contracts  provide an effective hedge
against  such  monetary  assets  held  since  gains and losses  realized  on the
contracts,  which were not  significant to the Company's  results of operations,
are offset against gains or losses realized on the underlying hedged assets. The
remaining forward contract matures during 1996.

During 1995,  Comcast UK Cable entered into certain foreign  exchange put option
contracts  which may be settled  only on  November  16,  2000.  These put option
contracts  are used to limit  Comcast UK Cable's  exposure  to the risk that the
eventual  cash  outflows  related to net  monetary  liabilities  denominated  in
currencies other than the UK Pound  (principally  the 2007 Discount  Debentures)
are adversely  affected by changes in exchange  rates.  As of December 31, 1995,
Comcast UK Cable has  (pound)250.0  million  notional amount of foreign exchange
put option  contracts  to purchase  US dollars at an exchange  rate of $1.35 per
(pound)1.00  (the  "Ratio").  Foreign  exchange put option  contracts  provide a
hedge, to the extent the exchange rate falls below the Ratio, against Comcast UK
Cable's  net  monetary  liabilities  denominated  in US dollars  since gains and
losses realized on the put option  contracts are offset against foreign exchange
gains or losses  realized on the underlying net  liabilities.  Premiums paid for
such put option  contracts were not significant and have been recorded as assets
in the Company's  consolidated balance sheet. These premiums are being amortized
over the terms of the related contracts.

In order to reduce hedging costs, Comcast UK Cable has sold (pound)250.0 million
notional  amount of foreign  exchange call option  contracts.  These call option
contracts may only be settled on their  expiration  dates.  Of these call option
contracts,  (pound)200.0  million notional amount settle on November 16, 1996 at
an exchange  rate of $1.70 per  (pound)1.00  and  (pound)50.0  million  notional
amount settle on November 16, 2000 at an exchange rate of $1.62 per (pound)1.00.
Changes in fair value between  measurement  dates  relating to these call option
contracts  are  not   significant  and  have  been  recorded  in  the  Company's
consolidated statement of operations.

The Company has entered into interest rate swap and cap  agreements to limit the
Company's  exposure to adverse  fluctuations  in interest rates. At December 31,
1995,  $1.2 billion of the  Company's  variable rate debt was protected by these
products.  Such agreements  mature on various dates through 2000 and the related
differentials  to be paid or  received  are  recognized  over  the  terms of the
agreements.  The estimated fair value of such  instruments,  based on discounted
future cash flow models,  was not  significant to the Company as of December 31,
1995.

The credit risks associated with the Company's derivative financial  instruments
are  controlled   through  the  evaluation  and  continual   monitoring  of  the
creditworthiness of the  counterparties.  Although the Company may be exposed to
losses in the event of  nonperformance by the  counterparties,  the Company does
not expect such losses, if any, to be significant.

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

The Company expects to continue to recognize  significant losses and to continue
to pay  dividends;  therefore,  it  anticipates  that it will continue to have a
deficiency  in  stockholders'  equity  that will  increase  through  the date of
consummation  of  the  Scripps  Transaction.   If  the  Scripps  Transaction  is
consummated,  the Company  will no longer  have a  deficiency  in  stockholders'
equity;  however,  the  Company  will  continue  to  recognize  losses  for  the
foreseeable  future,   resulting  in  decreases  in  stockholders'  equity.  The
telecommunications  industry,  including cable and cellular communications,  and
the electronic  retailing industry are experiencing  increasing  competition and
rapid technological  changes. The Company's future results of operations will be
affected by its ability to react to changes in the  competitive  environment and
by its ability to implement new technologies.  However, management believes that
competition,  technological changes and its significant losses and deficiency in
stockholders'  equity  will not  significantly  affect  its  ability  to  obtain
financing.

The Company  believes  that it will be able to meet its  current  and  long-term
liquidity and capital  requirements,  including its fixed  charges,  through its
cash  flows  from  operating   activities,   existing  cash,  cash  equivalents,
short-term investments and lines of credit and other external financing.

Statement of Cash Flows

Cash and cash equivalents  increased $203.7 million as of December 31, 1995 from
December 31, 1994 and $174.9  million as of December 31, 1994 from  December 31,
1993.  Changes  in cash and cash  equivalents  resulted  from  cash  flows  from
operating, financing and investing activities which are explained below.


                                     - 30 -

<PAGE>

Net cash provided by operating  activities  amounted to $520.7  million,  $369.0
million and $345.9 million for the years ended December 31, 1995, 1994 and 1993,
respectively.  The increase of $151.7  million in net cash provided by operating
activities  from  1994  to  1995  was  principally  due to  effects  of the  QVC
Acquisition and the Maclean Hunter Acquisition. The increase of $23.1 million in
net cash provided by operating  activities from 1993 to 1994 was principally due
to a decrease in the  Company's net cash interest  expense,  primarily  from the
effects of lower levels of debt  outstanding  and a lower  average cost of debt,
and  changes  in  working  capital  as a result of the  timing of  receipts  and
disbursements.

Net cash  provided by financing  activities,  which  includes  the  issuances of
securities as well as borrowings,  was $2.036 billion, $1.115 billion and $437.2
million for the years ended  December  31,  1995,  1994 and 1993,  respectively.
During 1995,  the Company  borrowed  $3.728  billion  including  $1.1 billion in
connection  with the QVC  Acquisition,  $1.085  billion in  connection  with the
refinancing of certain indebtedness,  $300.9 million associated with the funding
of Sprint  Spectrum,  $300.0  million of the 2007  Discount  Debentures,  $250.0
million principal amount of the Company's 9-3/8% senior subordinated  debentures
due 2005 and $250.0  million  principal  amount of the  Company's  9-1/8% senior
subordinated debentures due 2006. In addition,  during 1995, the Company retired
and repaid $1.620  billion of its long-term  debt,  including  $1.186 billion in
connection with the refinancing of certain  indebtedness,  and $175.0 million of
optional repayments on QVC's credit facility. Proceeds from borrowings of $1.201
billion  in  1994  included  $1.015  billion  relating  to  the  Maclean  Hunter
Acquisition. During 1994, the Company repurchased or redeemed and retired $509.0
million of its long-term debt including the Company's  $150.0  million,  11-7/8%
senior  subordinated  debentures  due 2004.  Additionally,  net cash provided by
financing  activities  in 1994  excludes  the  conversion  of $186.2  million of
long-term  debt into 16.8 million  shares of Class A Special Common Stock of the
Company. In 1994, the Company received an equity contribution to a subsidiary of
$250.0 million in connection  with the Maclean Hunter  Acquisition  and received
proceeds  from the  issuance  of  common  stock of  Comcast  UK Cable of  $209.4
million. During 1993, proceeds from borrowings of $954.0 million included $200.0
million  principal  amount of 9-1/2% senior  subordinated  debentures  due 2008,
$250.0  million  principal  amount  of  3-3/8%  /  5-1/2%  step-up   convertible
subordinated  debentures  due 2005 and net  proceeds of $300.0  million from the
issuance of $541.9 million  principal  amount at maturity of its 1-1/8% discount
convertible  subordinated  debentures due 2007. During 1993, the Company retired
$493.0 million of long-term debt.  Additionally,  net cash provided by financing
activities in 1993 excludes the  conversion of $185.4  million of long-term debt
into 17.3 million shares of Class A Special Common Stock of the Company.

Net cash used in investing  activities  was $2.353  billion,  $1.309 billion and
$836.1  million  for  the  years  ended  December  31,  1995,   1994  and  1993,
respectively.  During  1995,  net cash  used in  investing  activities  includes
acquisitions of $1.386 billion,  principally the acquisition of QVC, net of cash
acquired, additional cash investments in affiliates of $480.2 million, including
capital  contributions  to Sprint  Spectrum  of  $327.5  million,  additions  to
property  and  equipment  of $623.0  million  and net  purchases  of  short-term
investments of $240.8  million.  Such amounts were offset by proceeds from sales
of long-term  investments of $410.5 million,  principally in connection with the
Heritage Transaction and the Nextel Transaction.  Acquisitions in 1994 consisted
principally  of $1.2 billion  paid,  including  certain  transaction  costs,  in
connection with the Maclean Hunter  Acquisition.  Net proceeds of $389.3 million
from the sale of short-term  investments  during 1994 were used  principally  to
redeem and retire  long-term  debt. In addition,  during 1994,  the Company made
capital  expenditures of $269.9 million and made additional cash  investments in
affiliates of $125.0 million.  During 1993, the Company purchased $384.9 million
of short-term investments,  made $158.4 million of capital expenditures and made
long-term  investments  of $272.5  million.  Investments  in 1993  included  the
purchase of an interest in and loans made to TCG of $77.8 million,  the purchase
of additional  interests in Nextel  totaling  $118.2 million and the purchase of
additional shares of QVC totaling $32.1 million.

Results of Operations

The effects of the QVC Acquisition and the Maclean Hunter  Acquisition have been
to increase  significantly  the Company's  revenues and  expenses,  resulting in
substantial   increases  in  its  operating   income  before   depreciation  and
amortization,  net interest expense and  depreciation  and amortization  expense
(see  "Operating  Results  by  Business  Segment"  below).  As a  result  of the
increases  in  depreciation  and  amortization   expense  and  interest  expense
associated with these acquisitions and their financing,  it is expected that the
Company  will  continue  to  recognize  significant  losses for the  foreseeable
future.


                                     - 31 -

<PAGE>

Summarized  consolidated  financial  information  for the  Company for the three
years ended December 31, 1995, 1994 and 1993 is as follows (dollars in millions,
"NM" denotes percentage is not meaningful):

<TABLE>
<CAPTION>
                                                                      Year Ended
                                                                     December 31,          Increase/ (Decrease)
                                                                   1995         1994          $             %
<S>                                                             <C>          <C>          <C>            <C>
Revenues                                                         $3,362.9     $1,375.3     $1,987.6       144.5%
Cost of goods sold from electronic retailing                        898.3                     898.3          NM
Operating, selling, general and administrative expenses           1,445.8        799.0        646.8        81.0
                                                                 --------     --------

Operating income before depreciation and
   amortization (1)                                               1,018.8        576.3        442.5        76.8
Depreciation and amortization                                       689.0        336.5        352.5       104.8
                                                                 --------     --------

Operating income                                                    329.8        239.8         90.0        37.5
                                                                 --------     --------

Interest expense                                                    524.7        313.4        211.3        67.4
Investment income                                                  (229.8)       (24.6)       205.2          NM
Equity in net losses of affiliates                                   86.6         40.9         45.7       111.7
Other                                                                (6.3)                      6.3          NM
Income tax expense (benefit)                                         42.1         (9.2)        51.3          NM
Minority interest                                                   (49.7)        (5.4)        44.3          NM
Extraordinary items                                                  (6.1)       (11.7)        (5.6)      (47.9)
                                                                 --------     --------
Net loss                                                           ($43.9)      ($87.0)      ($43.1)      (49.5%)
                                                                 ========     ========
</TABLE>

<TABLE>
<CAPTION>
                                                                      Year Ended
                                                                      December 31,           Increase/(Decrease)
                                                                   1994         1993           $             %
<S>                                                            <C>           <C>            <C>           <C>
Revenues                                                         $1,375.3     $1,338.2        $37.1         2.8%
Operating, selling, general and administrative expenses             799.0        731.8         67.2         9.2
                                                                 --------     --------

Operating income before depreciation and
   amortization (1)                                                 576.3        606.4        (30.1)       (5.0)
Depreciation and amortization                                       336.5        341.5         (5.0)       (1.5)
                                                                 --------     --------

Operating income                                                    239.8        264.9        (25.1)       (9.5)
                                                                 --------     --------

Interest expense                                                    313.4        347.4        (34.0)       (9.8)
Investment income                                                   (24.6)       (29.2)        (4.6)      (15.8)
Equity in net losses of affiliates                                   40.9         28.9         12.0        41.5
Other                                                                              1.5          1.5       100.0
Income tax expense (benefit)                                         (9.2)        15.2        (24.4)     (160.5)
Minority interest                                                    (5.4)                      5.4          NM
Extraordinary items                                                 (11.7)       (17.6)        (5.9)      (33.5)
Cumulative effect of accounting changes                                         (742.7)      (742.7)         NM
                                                                 --------     --------
Net loss                                                           ($87.0)     ($859.2)     ($772.2)      (89.9%)
                                                                 ========     ========
<FN>
------------

(1)  Operating income before  depreciation and amortization is commonly referred
     to in the Company's  businesses as "operating  cash flow."  Operating  cash
     flow is a measure of a company's  ability to  generate  cash to service its
     obligations, including debt service obligations, and to finance capital and
     other  expenditures.  In part due to the  capital  intensive  nature of the
     Company's  businesses  and the  resulting  significant  level  of  non-cash
     depreciation  and amortization  expense,  operating cash flow is frequently
     used as one of the bases for comparing the Company's businesses.  Operating
     cash flow does not purport to represent  net income or net cash provided by
     operating  activities,  as those terms are defined under generally accepted
     accounting  principles,  and should not be considered as an  alternative to
     such  measurements  as an  indicator  of  the  Company's  performance.  See
     "Statement  of Cash Flows" above for a discussion  of net cash  provided by
     operating activities.
</FN>
</TABLE>

Operating Results by Business Segment

The  following  represent the  operating  results of the  Company's  significant
business  segments,   including:   "Domestic  Cable  Communications,"  the  most
significant of the Company's wired  telecommunications  operations;  "Electronic
Retailing,"  the most  significant  of the  Company's  content  businesses;  and
"Cellular  Communications,"  the  most  significant  of the  Company's  wireless
telecommunications   operations.  The  remaining  components  of  the  Company's
operations  are not  independently  significant  to the  Company's  consolidated
financial  position  or  results  of  operations  (see Note 11 to the  Company's
consolidated financial statements).

                                     - 32 -

<PAGE>




Domestic Cable Communications

The following  table sets forth  operating  results for the  Company's  domestic
cable communications segment (dollars in millions).

<TABLE>
<CAPTION>
                                                          Year Ended
                                                          December 31,                         Increase
                                                     1995              1994               $                 %
<S>                                                <C>             <C>               <C>               <C>
Service income                                      $1,454.9         $1,065.3           $389.6            36.6%
Operating, selling, general and
     administrative expenses                           736.4            547.8            188.6            34.4
                                                    --------         --------           ------
Operating income before depreciation
     and amortization (a)                             $718.5           $517.5           $201.0            38.8%
                                                      ======           ======           ======
</TABLE>

<TABLE>
<CAPTION>
                                                          Year Ended
                                                          December 31,                    Increase/(Decrease)
                                                     1994              1993               $                 %
<S>                                                <C>             <C>                 <C>              <C>
Service income                                      $1,065.3         $1,092.7           ($27.4)          (2.5%)
Operating, selling, general and
     administrative expenses                           547.8            540.7              7.1            1.3
                                                    --------         --------           ------
Operating income before depreciation
     and amortization (a)                             $517.5           $552.0           ($34.5)          (6.3%)
                                                      ======           ======           ======
<FN>
---------------
(a) See footnote (1) on page 32.
</FN>
</TABLE>

The  Maclean  Hunter  Acquisition  accounted  for  $270.1  million of the $389.6
million increase in service income from 1994 to 1995. Of the remaining  increase
of $119.5 million,  $46.0 million is attributable  to subscriber  growth,  $54.6
million relates to changes in rates,  which includes the change in the estimated
effects of cable rate  regulation,  $14.0  million  results from growth in cable
advertising sales and $4.9 million relates to growth in other product offerings.
The  reduction  in  service  income  from  1993  to  1994 of  $27.4  million  is
attributable  to a reduction in rates,  which includes the estimated  effects on
regulated rates as a result of cable rate  regulation,  of $76.8 million offset,
in part, by the effects of subscriber  growth of $32.6 million,  growth in cable
advertising  sales of $9.2 million and growth in other product offerings of $7.6
million.

The  Maclean  Hunter  Acquisition  accounted  for  $143.7  million of the $188.6
million increase in operating, selling, general and administrative expenses from
1994 to 1995.  Of the  remaining  increase of $44.9  million,  $22.6  million is
attributable  to  increases  in the  costs of cable  programming  as a result of
subscriber  growth,  additional  channel  offerings  and changes in rates,  $7.2
million is attributable  to increases in expenses  associated with the growth in
cable  advertising sales and $15.1 million results from increases in the cost of
labor and other volume related expenses.  The $7.1 million increase from 1993 to
1994 is  attributable  to  increases  in the costs of labor,  billing  and cable
programming as a result of subscriber growth, partially offset by a reduction of
franchise  fee  expense.  Franchise  fees  were  reported  by the  Company  as a
component  of  operating  expenses  prior  to the  implementation  of the  Cable
Television  Consumer  Protection and Competition Act of 1992 ("1992 Cable Act").
Effective September 1, 1993, the Company commenced charging subscribers directly
for such fees as  permitted  under  the 1992  Cable  Act and  recording  amounts
charged as an offset to operating  expenses resulting in a decrease in franchise
fee  expense of $15.9  million  from 1993 to 1994.  It is  anticipated  that the
Company's  cost of  cable  programming  will  increase  in the  future  as cable
programming rates increase and additional  sources of cable  programming  become
available.


                                     - 33 -

<PAGE>

Electronic Retailing

As a result of the QVC  Acquisition,  the Company  commenced  consolidating  the
financial  results of QVC,  effective  February  1, 1995.  The  following  table
presents  comparative  pro  forma  financial  information  for the  years  ended
December 31, 1995 and 1994 and is presented  herein for purposes of analysis and
may not reflect what actual  operating  results  would have been had the Company
owned QVC since January 1, 1994 (dollars in millions).

<TABLE>
<CAPTION>
                                                          Year Ended
                                                          December 31,                         Increase
                                                     1995              1994               $                 %
<S>                                               <C>             <C>                 <C>             <C>
Net sales from electronic retailing                 $1,619.2         $1,374.5           $244.7            17.8%
Cost of goods sold from electronic retailing           976.4            839.5            136.9            16.3
Operating, selling, general and administrative
     expenses                                          387.4            326.1             61.3            18.8
                                                    --------         --------           ------
Operating income before depreciation
     and amortization (a)                             $255.4           $208.9            $46.5            22.3%
                                                      ======           ======           ======

Gross margin on sales                                   39.7%            38.9%
<FN>
---------------
(a) See footnote (1) on page 32.
</FN>
</TABLE>


The consolidation of QVC's UK operations,  effective April 1, 1995,  resulted in
an increase in net sales from electronic retailing of $48.4 million from 1994 to
1995. The remaining  increase of $196.3 million from 1994 to 1995 includes QVC's
new  businesses,  which  accounted for $34.4  million of the  increase,  and the
effect of a 9.2%  increase  in the  average  number of QVC homes  receiving  QVC
services.

The $136.9 million  increase in cost of goods sold from electronic  retailing is
directly  related to the growth in net sales.  The 0.8 percentage point increase
in gross  margin  is due to slight  changes  in  product  mix from year to year,
resulting in the decrease in cost of goods sold as a percentage of net sales.

The consolidation of QVC's UK operations,  effective April 1, 1995,  resulted in
an increase in operating,  selling, general and administrative expenses of $25.8
million from 1994 to 1995. The remaining  increase of $35.5 million from 1994 to
1995 is attributable to higher sales volume,  increases in advertising costs and
additional costs associated with new businesses.

Cellular Communications

The following table sets forth the operating results for the Company's  cellular
communications segment (dollars in millions).

<TABLE>
<CAPTION>
                                                           Year Ended
                                                          December 31,                         Increase
                                                     1995              1994               $                 %
<S>                                                <C>               <C>               <C>               <C>
Service Income                                        $374.9           $286.1            $88.8            31.0%
Operating, selling, general and administrative
     expenses                                          237.1            169.8             67.3            39.6
                                                    --------         --------           ------
Operating income before depreciation
     and amortization (a)                             $137.8           $116.3            $21.5            18.5%
                                                      ======           ======           ======
</TABLE>

<TABLE>
<CAPTION>
                                                           Year Ended
                                                          December 31,                         Increase
                                                     1994              1993               $                 %
<S>                                                   <C>              <C>               <C>              <C>  
Service Income                                        $286.1           $202.0            $84.1            41.6%
Operating, selling, general and administrative
     expenses                                          169.8            109.9             59.9            54.5
                                                    --------         --------           ------

Operating income before depreciation
     and amortization (a)                             $116.3            $92.1            $24.2            26.3%
                                                      ======           ======           ======
<FN>
---------------
(a) See footnote (1) on page 32.
</FN>
</TABLE>

Of the  respective  $88.8 million and $84.1 million  increases in service income
from  1994 to 1995 and from  1993 to 1994,  $99.6  million  and  $81.3  million,
respectively, are attributable to the Company's subscriber growth, $10.1

                                     - 34 -

<PAGE>

million and $11.1 million,  respectively,  are  attributable to growth in roamer
revenue as a result of the  overall  growth in the  cellular  industry  and $4.1
million  and $1.2  million,  respectively,  are  attributable  to new  products.
Offsetting  these  increases  are  decreases of $25.0  million and $9.5 million,
respectively,  resulting from reductions in average  minutes-of-use per cellular
subscriber from both comparative  periods. The Company expects that the decrease
in average  minutes-of-use  per cellular  subscriber  to continue in the future,
which is consistent with industry trends.

Of the  respective  $67.3  million and $59.9  million  increases  in  operating,
selling,  general and administrative expenses from 1994 to 1995 and from 1993 to
1994, $34.8 million and $55.4 million,  respectively,  are related to subscriber
growth,  including the costs to acquire and service  subscribers.  The remaining
increases of $32.5 million and $4.5 million,  respectively, are due to increases
in other expenses,  including subscriber  retention costs,  administrative costs
and theft of service in 1995.

Consolidated Analysis

The $352.5 million increase in depreciation  and amortization  expense from 1994
to 1995 is due to the acquisitions of QVC and Maclean Hunter, the effects of the
rebuild of certain of the Company's cellular equipment,  as described below, and
capital  expenditures  during  the  periods,  offset  by the  effects  of  asset
disposals during the periods. The $5.0 million decrease from 1993 to 1994 is due
to certain of the Company's assets becoming fully depreciated in 1993, partially
offset by the effects of capital expenditures.

In 1995, the Company's cellular division purchased  approximately $172.0 million
of switching and cell site equipment  which replaced the existing  switching and
cell site  equipment.  The Company  substantially  completed  the rebuild in the
third  quarter of 1995.  Accordingly,  during 1995,  the Company  charged to its
results  of  operations  approximately  $110.0  million  which  represented  the
difference between the net book value of the equipment replaced and the residual
value  realized  upon  its  disposal.  This  charge  has been  reflected  in the
Company's  consolidated  statement of operations as a component of  depreciation
and amortization expense.

The $211.3 million  increase in interest  expense from 1994 to 1995 is primarily
due to increased  levels of debt  associated  with the  acquisitions  of QVC and
Maclean  Hunter.  The  $34.0  million  decrease  from 1993 to 1994 is due to the
effects of lower levels of debt outstanding and a lower average cost of debt.

The Company anticipates that, for the foreseeable future,  interest expense will
be a significant cost to the Company and will have a significant  adverse effect
on the Company's  ability to realize net earnings.  The Company believes it will
continue to be able to meet its obligations through its ability both to generate
operating  income before  depreciation  and  amortization and to obtain external
financing.

The  $205.2  million  increase  in  investment  income  from  1994  to  1995  is
principally  due to  the  $177.2  million  in  gains  realized  in the  Heritage
Transaction and Nextel  Transaction.  The remaining  increase for this period is
due to the effects of the QVC Acquisition and an increase in the Company's cash,
cash equivalents and short-term  investments,  offset by $15.3 million of losses
recorded  relating  to the net  realizable  value of  certain  of the  Company's
investments.  The $4.6 million  decrease from 1993 to 1994 is  attributable to a
decrease in the Company's cash, cash equivalents and short-term  investments for
this period.

The increases in equity in net losses of affiliates  for both periods are due to
increased  losses  incurred by the  Company's  international  investees,  losses
incurred by Sprint Spectrum and certain programming investees and the effects of
the QVC Acquisition.

The $51.3 million  increase in income tax expense from 1994 to 1995 is primarily
attributable to the consolidation of QVC for financial reporting  purposes.  The
$24.4  million  increase  in income tax benefit  from 1993 to 1994 is  primarily
attributable  to the fact that the 1993  provision for income taxes  includes an
increase in income tax expense of  approximately  $21.0 million  relating to the
federal income tax rate change from 34% to 35%.

The  $44.3  million  increase  in  minority   interest  from  1994  to  1995  is
attributable  to minority  interests  in the net income or loss of QVC,  Maclean
Hunter and  Comcast UK Cable.  The $5.4  million  increase  from 1993 to 1994 is
primarily  attributable  to minority  interests  in the net losses of Comcast UK
Cable.

The Company incurred debt extinguishment  costs totaling $9.4 million during the
year ended  December  31, 1995 in  connection  with the  refinancing  of certain
indebtedness,  resulting in the Company recording an extraordinary  loss, net of
tax, of $6.1 million or $.02 per share.  During 1994,  the Company paid premiums
and

                                     - 35 -
<PAGE>


expensed unamortized debt acquisition costs totaling $18.0 million, primarily in
connection   with  the  redemption  of  its  $150.0   million,   11-7/8%  senior
subordinated  debentures  due  2004,  resulting  in  the  Company  recording  an
extraordinary  loss, net of tax, of $11.7 million or $.05 per share. The Company
paid  similar  premiums  of $27.1  million  during 1993 in  connection  with the
redemption  of  certain  of its  debt  resulting  in the  Company  recording  an
extraordinary loss, net of tax, of $17.6 million or $.08 per share.

On January 1, 1993, the Company  recorded a one time non-cash  charge  resulting
from the adoption of Statement of Financial  Accounting  Standards  ("SFAS") No.
109,  "Accounting  for Income Taxes," SFAS No. 106,  "Employers'  Accounting for
Postretirement  Benefits  Other Than  Pensions,"  and SFAS No. 112,  "Employers'
Accounting for  Postemployment  Benefits,"  totaling $742.7 million or $3.47 per
share, net of tax.

For the years ended  December 31, 1995,  1994 and 1993,  the Company's  earnings
before cumulative effect of accounting changes,  extraordinary items, income tax
expense  (benefit),  equity  in net  losses  of  affiliates  and  fixed  charges
(interest  expense)  were $615.7  million,  $269.8  million and $292.7  million,
respectively.  Excluding the pre-tax gains of $177.2 million  recognized in 1995
in connection  with the Heritage  Transaction and the Nextel  Transaction,  such
earnings  were not  adequate  to cover the  Company's  fixed  charges  of $524.7
million,  $313.5  million and $347.4  million for the years ended  December  31,
1995, 1994 and 1993, respectively. These fixed charges include non-cash interest
of $53.8  million,  $53.5 million and $62.3 million for the years ended December
31, 1995, 1994 and 1993, respectively. For all periods presented, the inadequacy
of these  earnings to cover fixed  charges is primarily  due to the  substantial
non-cash charges for depreciation and amortization  expense,  including the 1995
charge  associated  with  the  rebuild  of  certain  of the  Company's  cellular
equipment.

The Company  believes that its losses and  inadequacy of earnings to cover fixed
charges will not  significantly  affect the  performance of its normal  business
activities  because of its existing  cash and cash  equivalents  and  short-term
investments,  its ability to generate  operating income before  depreciation and
amortization and its ability to obtain external financing.

The  Company  believes  that  its  operations  are not  materially  affected  by
inflation.

Regulatory Developments

The   Telecommunications  Act  of  1996  (the  "1996  Telecom  Act"),  the  most
comprehensive  reform  of  the  nation's   telecommunications   laws  since  the
Communications  Act of 1934, became effective in February 1996. The 1996 Telecom
Act  will  result  in  changes  in the  marketplace  for  cable  communications,
telephone and other telecommunications  services,  including the deregulation of
rates on cable  programming  service  tiers  ("CPSTs")  in March  1999 for large
Multiple  System  Operators,  such as the Company,  and  immediately for certain
small  operators  (see   "Description  of  the  Company's   Businesses  -  Wired
Telecommunications - Cable Communications - Legislation and Regulation").

The Company has settled the majority of outstanding  proceedings challenging its
rates charged for regulated cable services. In December 1995, the FCC adopted an
order approving a negotiated  settlement of rate complaints  pending against the
Company for CPSTs which  provided  approximately  $6.6 million in refunds,  plus
interest,  being given in the form of bill credits, to approximately 1.3 million
of the Company's cable subscribers. This FCC order resolved 160 of the Company's
benchmark  rate cases  covering the period  September 1993 through July 1994 and
104 of the  Company's  cost-of-service  cases  for  CPSTs  covering  the  period
September 1993 through December 1995. As part of the negotiated settlement,  the
Company agreed to forego  certain  inflation and external cost  adjustments  for
systems covered by its  cost-of-service  filings for CPSTs.  The FCC's order has
been  appealed to a federal  appellate  court by a local  franchising  authority
whose  rate  complaint  against  the  Company  was  resolved  by the  negotiated
settlement.  The Company  currently is seeking to justify  rates for basic cable
services  and  equipment  in  certain  of its  cable  systems  in the  State  of
Connecticut on the basis of a cost-of-service  showing. The State of Connecticut
has ordered the Company to reduce such rates and to make refunds to subscribers.
The Company has appealed  the  Connecticut  decision to the FCC.  The  Company's
management  believes that the ultimate  resolution  of these pending  regulatory
matters  will not have a  material  adverse  impact on the  Company's  financial
position or results of operations.

                                     - 36 -
<PAGE>

ITEM 8  FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA

INDEPENDENT AUDITORS' REPORT

Board of Directors and Stockholders
Comcast Corporation
Philadelphia, Pennsylvania

We  have  audited  the  accompanying   consolidated  balance  sheet  of  Comcast
Corporation  and its  subsidiaries  as of December  31,  1995 and 1994,  and the
related consolidated statements of operations,  stockholders'  deficiency and of
cash flows for each of the three years in the period  ended  December  31, 1995.
Our audits also included the financial statement schedule listed in the Index at
Item 14(b)(i).  These financial  statements and the financial statement schedule
are the  responsibility of the Company's  management.  Our  responsibility is to
express an opinion on these  financial  statements  and the financial  statement
schedule  based on our  audits.  We did not  audit  the  consolidated  financial
statements  of QVC,  Inc.  ("QVC") as of and for the eleven  month  period ended
December  31,  1995  and  the  consolidated   financial  statements  of  Comcast
International Holdings,  Inc.  ("International") and the financial statements of
Garden State  Cablevision  L.P.  ("Garden  State") as of and for each of the two
years  in the  period  ended  December  31,  1994.  QVC  and  International  are
consolidated  with the  Company.  The  Company's  investment  in Garden State is
accounted for under the equity method.  QVC's financial statements reflect total
assets and revenues  constituting  20% and 44%,  respectively,  of the Company's
consolidated total assets and revenues as of and for the year ended December 31,
1995.  The  Company's  combined  equity in the net assets of  International  and
Garden State of $111 million as of December 31, 1994 and the Company's  combined
equity in the net losses of  International  and Garden State for the years ended
December  31, 1994 and 1993 of $39 million and $33  million,  respectively,  are
included in the  Company's  consolidated  financial  statements.  The  financial
statements of QVC, International and Garden State were audited by other auditors
whose reports have been furnished to us, and our opinion,  insofar as it relates
to the amounts included in the Company's  consolidated  financial statements for
QVC,  International  and Garden State for the periods specified  above, is based
solely upon the reports of the other auditors.

We  conducted  our  audits  in  accordance  with  generally   accepted  auditing
standards.  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  and the  reports  of  other  auditors  provide  a
reasonable basis for our opinion.

In our  opinion,  based on our audits and the  reports of other  auditors,  such
consolidated  financial statements present fairly, in all material respects, the
financial  position of Comcast  Corporation and its  subsidiaries as of December
31, 1995 and 1994, and the results of their  operations and their cash flows for
each of the three years in the period ended December 31, 1995 in conformity with
generally accepted accounting  principles.  Also, in our opinion,  the 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.

As  discussed in the notes to  consolidated  financial  statements,  the Company
changed its method of accounting for income taxes  effective  January 1, 1993 to
conform with Statement of Financial  Accounting  Standards No. 109,  "Accounting
for Income Taxes."


/s/ Deloitte & Touche LLP

Philadelphia, Pennsylvania
February 29, 1996


                                     - 37 -

<PAGE>

COMCAST CORPORATION AND SUBSIDIARIES

CONSOLIDATED BALANCE SHEET
(Dollars in thousands)

<TABLE>
<CAPTION>
                                                                                   December 31,
ASSETS                                                                       1995                1994
<S>                                                                     <C>                   <C>
CURRENT ASSETS
   Cash and cash equivalents.............................................  $539,061             $335,320
   Short-term investments, at cost which
     approximates fair value.............................................   370,982              130,134
   Accounts receivable, less allowance for doubtful
     accounts of $81,273 and $11,272.....................................   390,698              108,245
   Inventories, net......................................................   243,447               18,553
   Prepaid charges and other.............................................    49,671               16,254
   Deferred income taxes.................................................    59,799
                                                                         ----------           ----------
       Total current assets.............................................. 1,653,658              608,506
                                                                         ----------           ----------

INVESTMENTS, principally in affiliates...................................   906,383              797,075
                                                                         ----------           ----------

PROPERTY AND EQUIPMENT................................................... 2,575,633            2,081,256
   Accumulated depreciation..............................................  (932,031)            (823,570)
                                                                         ----------           ----------
   Property and equipment, net........................................... 1,643,602            1,257,686
                                                                         ----------           ----------

DEFERRED CHARGES
   Franchise and license acquisition costs............................... 3,570,620            3,569,745
   Excess of cost over net assets acquired and other..................... 2,981,817            1,375,868
                                                                         ----------           ----------
                                                                          6,552,437            4,945,613
   Accumulated amortization..............................................(1,175,772)            (845,896)
                                                                         ----------           ----------
   Deferred charges, net................................................. 5,376,665            4,099,717
                                                                         ----------           ----------
                                                                         $9,580,308           $6,762,984
                                                                         ==========           ==========

LIABILITIES AND STOCKHOLDERS' DEFICIENCY

CURRENT LIABILITIES
   Accounts payable and accrued expenses.................................  $963,991             $417,506
   Accrued interest......................................................    72,675               60,219
   Current portion of long-term debt.....................................    85,403              182,913
                                                                         ----------           ----------
       Total current liabilities......................................... 1,122,069              660,638
                                                                         ----------           ----------

LONG-TERM DEBT, less current portion..................................... 6,943,766            4,810,541
                                                                         ----------           ----------

DEFERRED INCOME TAXES.................................................... 1,517,995            1,390,849
                                                                         ----------           ----------

MINORITY INTEREST AND OTHER..............................................   772,004              627,745
                                                                         ----------           ----------

COMMITMENTS AND CONTINGENCIES

COMMON EQUITY PUT OPTIONS................................................    52,125
                                                                         ----------           ----------

STOCKHOLDERS' DEFICIENCY
   Preferred stock, no par value - authorized, 20,000,000
     shares; issued, none
   Class A special common stock, $1 par value - authorized,
     500,000,000 shares; issued, 192,844,814 and 191,230,684.............   192,845              191,231
   Class A common stock, $1 par value - authorized,
     200,000,000 shares; issued, 37,706,517 and 39,019,809...............    37,707               39,020
   Class B common stock, $1 par value - authorized,
     50,000,000 shares; issued, 8,786,250 ...............................     8,786                8,786
   Additional capital....................................................   843,113              875,501
   Accumulated deficit...................................................(1,914,292)          (1,827,647)
   Unrealized gains on marketable securities.............................    22,210                3,862
   Cumulative translation adjustments....................................   (18,020)             (17,542)
                                                                         ----------           ----------
       Total stockholders' deficiency....................................  (827,651)            (726,789)
                                                                         ----------           ----------
                                                                         $9,580,308           $6,762,984
                                                                         ==========           ==========
</TABLE>


See notes to consolidated financial statements.

                                     - 38 -

<PAGE>

COMCAST CORPORATION AND SUBSIDIARIES

CONSOLIDATED STATEMENT OF OPERATIONS
(Amounts in thousands, except per share data)

<TABLE>
<CAPTION>
                                                                                  Year Ended December 31,
                                                                          1995             1994             1993
<S>                                                                <C>              <C>               <C>
REVENUES
   Service income.............................................        $1,875,258       $1,375,304        $1,338,228
   Net sales from electronic retailing........................         1,487,688
                                                                      ----------       ----------        ----------
                                                                       3,362,946        1,375,304         1,338,228
                                                                      ----------       ----------        ----------

COSTS AND EXPENSES
   Operating..................................................           803,357          409,841           407,846
   Cost of goods sold from electronic retailing...............           898,271
   Selling, general and administrative........................           642,475          389,207           323,986
   Depreciation and amortization..............................           689,052          336,462           341,500
                                                                      ----------       ----------        ----------
                                                                       3,033,155        1,135,510         1,073,332
                                                                      ----------       ----------        ----------

OPERATING INCOME..............................................           329,791          239,794           264,896

INVESTMENT (INCOME) EXPENSE
   Interest expense...........................................           524,727          313,477           347,448
   Investment income..........................................          (229,848)         (24,606)          (29,249)
   Equity in net losses of affiliates.........................            86,618           40,884            28,872
   Other......................................................            (6,296)               8             1,515
                                                                      ----------       ----------        ----------
                                                                         375,201          329,763           348,586
                                                                      ----------       ----------        ----------

LOSS BEFORE INCOME TAX EXPENSE (BENEFIT), MINORITY
   INTEREST, EXTRAORDINARY ITEMS AND CUMULATIVE
   EFFECT OF ACCOUNTING CHANGES...............................           (45,410)         (89,969)          (83,690)

INCOME TAX EXPENSE (BENEFIT)..................................            42,171           (9,234)           15,229
                                                                      ----------       ----------        ----------

LOSS BEFORE MINORITY INTEREST, EXTRAORDINARY
   ITEMS AND CUMULATIVE EFFECT OF ACCOUNTING
   CHANGES....................................................           (87,581)         (80,735)          (98,919)

MINORITY INTEREST.............................................           (49,732)          (5,410)              (48)
                                                                      ----------       ----------        ----------

LOSS BEFORE EXTRAORDINARY ITEMS AND
   CUMULATIVE EFFECT OF ACCOUNTING CHANGES....................           (37,849)         (75,325)          (98,871)

EXTRAORDINARY ITEMS ..........................................            (6,084)         (11,703)          (17,620)

CUMULATIVE EFFECT OF ACCOUNTING CHANGES.......................                                             (742,734)
                                                                      ----------       ----------        ----------

NET LOSS                                                                ($43,933)        ($87,028)        ($859,225)
                                                                      ==========       ==========        ==========

LOSS PER SHARE
   Loss before extraordinary items and cumulative effect
     of accounting changes....................................             ($.16)           ($.32)            ($.46)
   Extraordinary items........................................              (.02)            (.05)             (.08)
   Cumulative effect of accounting changes....................                                                (3.47)
                                                                      ----------       ----------        ----------

     Net loss.................................................             ($.18)           ($.37)           ($4.01)
                                                                      ==========       ==========        ==========

WEIGHTED AVERAGE NUMBER OF COMMON SHARES
   OUTSTANDING ...............................................           239,679          236,262           213,939
                                                                      ==========       ==========        ==========
</TABLE>


See notes to consolidated financial statements.


                                     - 39 -

<PAGE>

COMCAST CORPORATION AND SUBSIDIARIES

CONSOLIDATED STATEMENT OF CASH FLOWS
(Dollars in thousands)

<TABLE>
<CAPTION>
                                                                                   Year Ended December 31,
                                                                          1995             1994              1993
<S>                                                                   <C>              <C>             <C>
OPERATING ACTIVITIES
   Net loss...................................................          ($43,933)        ($87,028)        ($859,225)
   Adjustments to reconcile net loss to net cash provided
     by operating activities:
     Depreciation and amortization............................           689,052          336,462           341,500
     Interest expense.........................................            53,792           53,490            62,316
     Equity in net losses of affiliates.......................            86,618           40,884            28,872
     Gain on sale of subsidiary...............................            (5,523)          (5,825)
     Gain on sales of long-term investments...................          (182,962)
     Extraordinary items......................................             6,084           11,703            17,620
     Cumulative effect of accounting changes..................                                              742,734
     Deferred income taxes, minority interest and other.......           (65,368)           4,271               456
                                                                      ----------       ----------         --------- 
                                                                         537,760          353,957           334,273

     Increase in accounts receivable, net.....................           (62,421)         (28,296)          (14,406)
     Increase in inventories, net.............................           (57,487)          (7,325)             (988)
     Increase in prepaid charges and other....................           (23,330)          (5,256)             (668)
     Increase in accounts payable and accrued expenses........           114,307           57,503            21,133
     Increase (decrease) in accrued interest..................            11,864           (1,589)            6,548
                                                                      ----------       ----------         --------- 
       Net cash provided by operating activities..............           520,693          368,994           345,892
                                                                      ----------       ----------         --------- 

FINANCING ACTIVITIES
   Proceeds from borrowings...................................         3,728,208        1,201,084           953,952
   Retirement and repayment of debt...........................        (1,619,639)        (508,986)         (493,047)
   (Repurchases) issuances of common stock, net...............            (7,091)           2,893             6,652
   Issuance of common stock of a subsidiary, net..............                            209,394
   Equity contribution to a subsidiary........................             6,556          250,000
   Dividends..................................................           (22,350)         (22,688)          (20,739)
   Other......................................................           (49,970)         (16,492)           (9,620)
                                                                      ----------       ----------         --------- 
       Net cash provided by financing activities..............         2,035,714        1,115,205           437,198
                                                                      ----------       ----------         --------- 

INVESTING ACTIVITIES
   Acquisitions, net of cash acquired.........................        (1,386,001)      (1,292,589)           (9,315)
   (Purchases) sales of short-term investments, net...........          (240,848)         389,252          (384,948)
   Increase in investments, principally in affiliates.........          (480,210)        (125,034)         (272,529)
   Proceeds from sales of long-term investments...............           410,533
   Additions to property and equipment........................          (622,996)        (269,943)         (158,396)
   Proceeds from sale of subsidiary...........................                             28,183
   Other......................................................           (33,144)         (39,182)          (10,902)
                                                                      ----------       ----------         --------- 
       Net cash used in investing activities..................        (2,352,666)      (1,309,313)         (836,090)
                                                                      ----------       ----------         --------- 

INCREASE (DECREASE) IN CASH AND
   CASH EQUIVALENTS...........................................           203,741          174,886           (53,000)

CASH AND CASH EQUIVALENTS, beginning of year..................           335,320          160,434           213,434
                                                                      ----------       ----------         --------- 


CASH AND CASH EQUIVALENTS, end of year........................          $539,061         $335,320          $160,434
                                                                      ==========       ==========         =========
</TABLE>


See notes to consolidated financial statements.


                                     - 40 -

<PAGE>


COMCAST CORPORATION AND SUBSIDIARIES

CONSOLIDATED STATEMENT OF STOCKHOLDERS' DEFICIENCY
(Dollars in thousands)

<TABLE>
<CAPTION>
                                                                                                 Unrealized
                                                    Common Stock                                  Gains on   Cumulative
                                            Class A                     Additional   Accumulated Marketable  Translation
                                            Special   Class A   Class B   Capital      Deficit   Securities  Adjustments    Total
<S>                                       <C>        <C>       <C>       <C>          <C>           <C>       <C>         <C>
BALANCE, JANUARY 1, 1993                    $87,846   $38,974   $8,786   $540,309      ($837,967)    $        ($19,589)   ($181,641)

 Net loss                                                                               (859,225)                          (859,225)
 Issuance of common stock                       145                         1,756                                             1,901
 Conversion of convertible subordinated
   debt to common stock                      11,537                       174,824                                           186,361
 Exercise of options                            624       131              10,878                                            11,633
 Retirement of common stock                     (94)     (158)             (6,630)                                           (6,882)
 Cash dividends, $.0933 per share                                                        (20,739)                           (20,739)
 Stock dividend, 50%, effective
   February 2, 1994                          73,895                       (73,895)
 Cumulative translation adjustments                                                                             (1,939)      (1,939)
                                           --------   -------   ------   --------    -----------    -------   --------    --------- 

BALANCE, DECEMBER 31, 1993                  173,953    38,947    8,786    647,242     (1,717,931)              (21,528)    (870,531)

 Net loss                                                                                (87,028)                           (87,028)
 Issuance of common stock                       265                         2,205                                             2,470
 Conversion of convertible subordinated
   debt to common stock                      16,765                       166,690                                           183,455
 Exercise of options                            527        81               6,000                                             6,608
 Retirement of common stock                    (279)       (8)             (5,898)                                           (6,185)
 Cash dividends, $.0933 per share                                                        (22,688)                           (22,688)
 Unrecognized gain on issuance of common
   stock of a subsidiary                                                   59,262                                            59,262
 Unrealized gains on marketable 
   securities                                                                                         3,862                   3,862
 Cumulative translation adjustments                                                                              3,986        3,986
                                           --------   -------   ------   --------    -----------    -------   --------    --------- 

BALANCE, DECEMBER 31, 1994                  191,231    39,020    8,786    875,501     (1,827,647)     3,862    (17,542)    (726,789)

 Net loss                                                                                (43,933)                           (43,933)
 Issuance of common stock                     1,102                        17,442                                            18,544
 Conversion of convertible subordinated
   debt to common stock                         395                         3,960                                             4,355
 Exercise of options                            270       126               3,162                                             3,558
 Retirement of common stock                    (153)   (1,439)             (7,471)       (20,362)                           (29,425)
 Cash dividends, $.0933 per share                                                        (22,350)                           (22,350)
 Temporary equity related to put options                                  (52,125)                                          (52,125)
 Proceeds from sale of put options                                          2,644                                             2,644
 Unrealized gains on marketable 
   securities                                                                                        18,348                  18,348
 Cumulative translation adjustments                                                                               (478)        (478)
                                           --------   -------   ------   --------    -----------    -------   --------    --------- 

BALANCE, DECEMBER 31, 1995                 $192,845   $37,707   $8,786   $843,113    ($1,914,292)   $22,210   ($18,020)   ($827,651)
                                           ========   =======   ======   ========    ===========    =======   ========    ========= 
</TABLE>


See notes to consolidated financial statements.


                                     - 41 -

<PAGE>

COMCAST CORPORATION AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
YEARS ENDED DECEMBER 31, 1995, 1994 AND 1993


1.   BUSINESS

     Comcast  Corporation  and its  subsidiaries  (the "Company") is principally
     engaged in the development,  management and operation of wired and wireless
     telecommunications and the provision of content.  Wired  telecommunications
     includes cable and telecommunications  services in the United States ("US")
     and  the  United  Kingdom  ("UK").  Wireless   telecommunications  includes
     cellular services,  personal communications services,  provided through the
     Company's  investment  in Sprint  Spectrum,  and  direct to home  satellite
     television.  Content is provided  through QVC,  Inc.  and its  subsidiaries
     ("QVC"),  an  electronic   retailer,   Comcast  Content  and  Communication
     Corporation  ("C3")  and  other  programming  investments.   The  Company's
     consolidated  domestic  cable  operations  served  more  than  3.4  million
     subscribers and passed more than 5.5 million homes as of December 31, 1995.
     The Company owns a 50% interest in Garden State  Cablevision L.P.  ("Garden
     State"),  a cable  communications  company  serving  approximately  200,000
     subscribers  and  passing   approximately  292,000  homes.  In  the  UK,  a
     subsidiary of the Company,  Comcast UK Cable Partners Limited  ("Comcast UK
     Cable"),  holds ownership interests in four cable and telephony  businesses
     that  collectively  have the potential to serve over 1.6 million homes. The
     Company provides  cellular  telephone  communications  services pursuant to
     licenses  granted  by the  Federal  Communications  Commission  ("FCC")  in
     markets with a population  of over 8.3 million,  including  the area in and
     around the City of Philadelphia,  Pennsylvania, the State of Delaware and a
     significant  portion of the State of New Jersey.  Through  QVC, the Company
     markets a wide variety of products and reaches over 52 million homes across
     the US and an additional 4 million in the UK.

2.   SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

     Basis of Consolidation
     The consolidated  financial  statements include the accounts of the Company
     and all wholly  owned,  majority  owned and  controlled  subsidiaries.  All
     significant  intercompany  accounts and transactions among the consolidated
     entities  have been  eliminated.  Included  in the  Company's  consolidated
     balance  sheet as of  December  31,  1995 and  1994 are the net  assets  of
     foreign  subsidiaries which total  approximately  $115.2 million and $146.4
     million, respectively.

     Management's Use of Estimates
     The  preparation  of financial  statements  in  conformity  with  generally
     accepted  accounting  principles  requires management to make estimates and
     assumptions  that affect the reported amounts of assets and liabilities and
     disclosure  of  contingent  assets  and  liabilities  at  the  date  of the
     financial  statements  and the  reported  amounts of revenues  and expenses
     during  the  reporting  period.  Actual  results  could  differ  from those
     estimates.

     Fair Values
     The estimated fair value amounts  presented in these notes to  consolidated
     financial  statements  have been  determined by the Company 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  herein  are  not  necessarily
     indicative  of the  amounts  that the  Company  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.  Such fair  value  estimates  are based on  pertinent  information
     available to management as of December 31, 1995 and 1994, and have not been
     comprehensively  revalued  for  purposes  of these  consolidated  financial
     statements  since such dates.  Current  estimates  of fair value may differ
     significantly from the amounts presented herein.

     Cash  Equivalents  and  Short-term  Investments  
     Cash  equivalents  consist   principally  of  US  Government   obligations,
     commercial  paper,  repurchase  agreements and certificates of deposit with
     maturities of three months or less when purchased.  Short-term  investments
     consist  principally  of  US  Government  obligations,   commercial  paper,
     repurchase  agreements and certificates of deposit with maturities  greater
     than three months when  purchased.  The carrying  amounts of the  Company's
     cash  equivalents and short-term  investments,  classified as available for
     sale securities,  approximate their fair values,  which are based on quoted
     market prices, as of December 31, 1995 and 1994.

                                     - 42 -

<PAGE>


COMCAST CORPORATION AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
YEARS ENDED DECEMBER 31, 1995, 1994 AND 1993 (Continued)


     Inventories - Electronic Retailing
     Inventories,  consisting primarily of products held for sale, are stated at
     the lower of cost or market. Cost is determined by the first-in,  first-out
     method.

     Net Sales and Returns - Electronic Retailing
     Net sales from electronic  retailing are recognized at the time of shipment
     to  customers.  An  allowance  for  returned  merchandise  is provided as a
     percentage of sales based on historical experience.

     Investments, Principally in Affiliates
     Investments  are accounted  for based on the Company's  ability to exercise
     significant  influence  over the operating  and  financial  policies of the
     investee.  Equity  method  investments  are  recorded at original  cost and
     adjusted periodically to recognize the Company's proportionate share of the
     investees'  net  income  or  losses  after  the  date  of  investment,  and
     additional contributions made and dividends received. Unrestricted publicly
     traded investments, classified as available for sale, are recorded at their
     fair value as of  December  31,  1995 and 1994,  with  unrealized  gains or
     losses  resulting  from  changes in fair value  between  measurement  dates
     recorded as a component of stockholders'  deficiency.  Restricted  publicly
     traded  investments  and investments in privately held companies are stated
     at cost, adjusted for any known diminution in value.

     Investment Income
     Investment income includes interest income and gains, net of losses, on the
     sales of  marketable  securities.  Gross  realized  gains  and  losses  are
     recognized using the specific  identification method (see Note 4). In 1995,
     investment  income  also  includes  losses  incurred  relating  to the  net
     realizable value of certain of the Company's investments.

     Property and Equipment
     Property and equipment are stated at cost.  Depreciation is provided by the
     straight-line method over estimated useful lives as follows:

         Buildings and improvements                        15-40 years
         Operating facilities                               5-20 years
         Other equipment                                    2-10 years

     Improvements  and  extraordinary   repairs  that  extend  asset  lives  are
     capitalized;   other  repairs  and  maintenance  charges  are  expensed  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 in net loss.

     Deferred Charges
     Franchise and license  acquisition  costs are amortized on a  straight-line
     basis over their legal or estimated useful lives up to 40 years. The excess
     of cost over the fair value of net assets  acquired is being amortized over
     their estimated useful lives of up to 40 years.

     Valuation of Long-Lived Assets
     The Company  periodically  evaluates the  recoverability  of its long-lived
     assets,  including  property  and  equipment  and deferred  charges,  using
     objective  methodologies.  Such methodologies  include evaluations based on
     the cash flows generated by the underlying assets or other  determinants of
     fair value.

     Postretirement and Postemployment Benefits
     The estimated costs of retiree benefits and benefits for former or inactive
     employees, after employment but before retirement, are accrued and recorded
     as a charge to operations during the years the employees provide services.

     Foreign Currency Translation
     Assets and  liabilities of the Company's  foreign  subsidiaries,  where the
     functional  currency is the local currency,  are translated into US dollars
     at the December 31 exchange rate. The related  translation  adjustments are
     recorded as a separate component of stockholders' deficiency. Revenues

                                     - 43 -

<PAGE>


COMCAST CORPORATION AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
YEARS ENDED DECEMBER 31, 1995, 1994 AND 1993 (Continued)

     and expenses are translated using average exchange rates prevailing  during
     the year. Foreign currency transaction gains and losses are included in net
     loss.

     Income Taxes
     The Company  recognizes  deferred tax assets and  liabilities for temporary
     differences  between the financial reporting basis and the tax basis of the
     Company's  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  financial
     statements in the period of enactment.

     Loss per Share
     For the years ended December 31, 1995, 1994 and 1993, the Company's  common
     stock  equivalents  have an  antidilutive  effect on the loss per share and
     therefore,  have not been used in determining  the total  weighted  average
     number of common shares outstanding. Fully diluted loss per share for 1995,
     1994 and 1993 is antidilutive and, therefore, has not been presented.

     Stock Split
     On December 21,  1993,  the  Company's  Board of  Directors  (the  "Board")
     authorized a three-for-two  stock split in the form of a 50% stock dividend
     payable on February 2, 1994 to  shareholders of record on January 12, 1994.
     The  dividend  was paid in Class A Special  Common  Stock to the holders of
     Class A Common,  Class A Special  Common and Class B Common Stock.  Average
     number of shares outstanding and related prices,  per share amounts,  share
     conversion  and  stock  option  data have been  retroactively  restated  to
     reflect the stock split.

     Derivative Financial Instruments
     The Company does not hold or issue any derivative financial instruments for
     trading purposes. The credit risks associated with the Company's derivative
     financial  instruments are controlled through the evaluation and monitoring
     of the creditworthiness of the counterparties.  Although the Company may be
     exposed to losses in the event of nonperformance by the counterparties, the
     Company does not expect such losses, if any, to be significant.

     New Accounting Pronouncements
     In October 1995, the Financial  Accounting Standards Board issued Statement
     of  Financial  Accounting  Standards  ("SFAS")  No.  123,  "Accounting  for
     Stock-Based  Compensation," which will be adopted by the Company in 1996 as
     required by this statement.  The Company has elected to continue to measure
     such  compensation  expense  using  the  method  prescribed  by  Accounting
     Principles   Board  Opinion  No.  25,   "Accounting  for  Stock  Issued  to
     Employees,"  as permitted by SFAS No. 123. When adopted,  SFAS No. 123 will
     not have any  effect on the  Company's  financial  position  or  results of
     operations  but will  require  the Company to provide  expanded  disclosure
     regarding its stock-based employee compensation plans.

     Effective  January 1, 1995, the Company  adopted the provisions of SFAS No.
     121, "Accounting for the Impairment of Long-Lived Assets and for Long-Lived
     Assets to Be Disposed Of." There was no  cumulative  effect of the adoption
     of SFAS No. 121.


                                     - 44 -

<PAGE>


COMCAST CORPORATION AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
YEARS ENDED DECEMBER 31, 1995, 1994 AND 1993 (Continued)

     Effective  January 1, 1994, the Company  adopted the provisions of SFAS No.
     115,  "Accounting  for Certain  Investments in Debt and Equity  Securities"
     (see Note 4).

     Effective  January 1, 1993, the Company  adopted the provisions of SFAS No.
     109,  "Accounting for Income Taxes", SFAS No. 106,  "Employers'  Accounting
     for  Postretirement  Benefits  Other  than  Pensions"  and  SFAS  No.  112,
     "Employers' Accounting for Postemployment  Benefits." The cumulative effect
     of the  adoption of SFAS No. 109,  SFAS No. 106 and SFAS No. 112  increased
     the  Company's  net loss for the year  ended  December  31,  1993 by $742.7
     million, or $3.47 per share.

     Reclassifications
     Certain  reclassifications  have been made to the prior years  consolidated
     financial statements to conform to those classifications used in 1995.

3.   ACQUISITIONS AND OTHER SIGNIFICANT EVENTS

     Sprint Spectrum
     Effective  as of  January  1996,  the  Company,  Tele-Communications,  Inc.
     ("TCI"), Cox Communications, Inc. ("Cox," and together with the Company and
     TCI, the "Cable  Parents") and Sprint  Corporation  ("Sprint," and together
     with the Cable Parents,  the  "Parents"),  and certain  subsidiaries of the
     Parents (the "Partner  Subsidiaries"),  entered into a series of agreements
     relating to their previously announced joint venture (March 1995) to engage
     in the communications  business. Under an Amended and Restated Agreement of
     Limited Partnership (the "Partnership  Agreement") of MajorCo,  L.P. (known
     as  "Sprint  Spectrum"),  the  business  of  Sprint  Spectrum  will  be the
     provision of wireless  telecommunications services and will not include the
     previously  authorized business of providing local wireline  communications
     services to residences  and  businesses.  A partnership  owned  entirely by
     subsidiaries  of the  Company  owns 15% of  Sprint  Spectrum.  The  Company
     accounts for its investment in Sprint Spectrum under the equity method (see
     Note 4).

     Sprint  Spectrum was the successful  bidder for 29 personal  communications
     services ("PCS") licenses in the auction conducted by the FCC from December
     1994  through  mid-March  1995.  The  purchase  price for the  licenses was
     approximately $2.11 billion,  all of which has been paid to the FCC. Sprint
     Spectrum may also elect to bid in subsequent auctions for PCS licenses.  In
     addition,  Sprint  Spectrum has  invested,  and may continue to invest,  in
     other entities that hold PCS licenses,  may acquire PCS licenses from other
     license holders and may affiliate with other license holders.

     The Partner  Subsidiaries have committed to contribute $4.2 billion in cash
     to Sprint  Spectrum  through 1997,  of which the Company's  share is $630.0
     million.  Of this  funding  requirement,  the  Company  has made total cash
     capital contributions to Sprint Spectrum of $346.0 million through December
     31,  1995.  The  Company   anticipates  that  Sprint   Spectrum's   capital
     requirements over the next several years will be significant.  Requirements
     in excess of committed  capital are planned to be funded by Sprint Spectrum
     through  external  financing.  Although  it is  anticipated  that  external
     financing  will be available  to Sprint  Spectrum on  acceptable  terms and
     conditions, no assurances can be given as to such availability.  The timing
     of the Company's  remaining  capital  contributions  to Sprint  Spectrum is
     dependent upon a number of factors,  including Sprint Spectrum's ability to
     obtain external financing as well as its working capital requirements.

     Pursuant to separate Parent agreements, each Cable Parent and Sprint agreed
     to negotiate in good faith on a market-by-market basis for the provision of
     local wireline telephony services over the cable communications  facilities
     of the applicable Cable Parent under the Sprint brand.  Accordingly,  local
     telephony  offerings  in each  market  will be the  subject  of  individual
     agreements to be negotiated with Sprint, rather than being provided through
     Sprint Spectrum as originally contemplated.  The offering of local wireline
     telephone  services will require the removal of regulatory and  legislative
     barriers  to  local  telephone  competition.  Each  Parent  agreement  also
     contains  certain  restrictions  on the ability of each Parent to offer and
     promote,  or  package  certain  of its  cable  communications  products  or
     services with,  certain products and services of other persons and requires
     the

                                     - 45 -

<PAGE>


COMCAST CORPORATION AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
YEARS ENDED DECEMBER 31, 1995, 1994 AND 1993 (Continued)

     applicable  Cable  Parent  to  make  its  cable  communications  facilities
     available to Sprint for  specified  purposes to the extent that it has made
     such facilities available to others for such purposes.

     The Partner Subsidiaries also terminated a contribution  agreement pursuant
     to which they had agreed to contribute to Sprint Spectrum their  respective
     interests   in   Teleport   Communications   Group   Inc.,   TCG   Partners
     (collectively, "Teleport") and certain local joint ventures managed by such
     entities  (with  Teleport,  "TCG").  TCG is one of the largest  competitive
     access providers in the US in terms of route miles. The Parents  reaffirmed
     their  intention  to continue to attempt to  integrate  the business of TCG
     with that of Sprint Spectrum.

     Scripps Cable
     In October 1995, the Company  announced its agreement to purchase the cable
     television  operations ("Scripps Cable") of The E.W. Scripps Company ("E.W.
     Scripps") in exchange for shares of the  Company's  Class A Special  Common
     Stock,  par value  $1.00 per share (the  "Class A Special  Common  Stock"),
     worth $1.575 billion (the "Base Consideration"), subject to certain closing
     adjustments (the "Scripps Transaction"). Scripps Cable passes approximately
     1.2 million homes and serves approximately  800,000 subscribers,  with over
     60% of its  subscribers  located in Sacramento,  California and Chattanooga
     and Knoxville,  Tennessee.  The purchase is expected to close in the second
     half of 1996,  subject to shareholder  and regulatory  approval and certain
     other conditions.

     Pursuant to the  Agreement  and Plan of Merger dated as of October 28, 1995
     (the "Merger Agreement") by and among the Company, E.W. Scripps and Scripps
     Howard, Inc., a wholly owned subsidiary of E.W. Scripps,  E.W. Scripps will
     distribute  to its  shareholders  all  assets  other  than  Scripps  Cable.
     Following such distribution,  E.W. Scripps will be merged with and into the
     Company (the  "Merger") and each share of E.W.  Scripps common stock issued
     and  outstanding  immediately  prior to the Merger will be converted into a
     portion  of the  shares of the Class A Special  Common  Stock to be paid as
     consideration  in the Merger.  Assuming (i) no adjustment  has been made to
     the Base  Consideration  and (ii) the closing  price of the Class A Special
     Common Stock is equal to the execution  price ($20.075 per share),  as such
     terms are defined in the Merger Agreement,  the Company would issue to E.W.
     Scripps'  shareholders an aggregate of approximately 78.5 million shares of
     Class A Special Common Stock in the Merger, subject to certain adjustments.
     Such shares would represent,  in the aggregate,  approximately 28.9% of the
     Class A Special Common Stock  outstanding as of December 31, 1995, on a pro
     forma basis.

     Share Repurchase Program
     Concurrent with the  announcement of the Scripps  Transaction,  the Company
     announced  that its Board has authorized a market  repurchase  program (the
     "Repurchase  Program") pursuant to which the Company may purchase,  at such
     times and on such terms as it deems  appropriate,  up to $500.0  million of
     its outstanding common equity securities,  subject to certain  restrictions
     and market conditions (see Notes 6 and 9).

     QVC
     In February 1995, the Company and TCI acquired all of the outstanding stock
     of QVC not previously owned by them  (approximately 65% of such shares on a
     fully diluted basis) for $46, in cash,  per share (the "QVC  Acquisition"),
     representing  a  total  cost  of  approximately   $1.4  billion.   The  QVC
     Acquisition,  including  the  exercise  of  certain  warrants  held  by the
     Company,  was financed with cash  contributions from the Company and TCI of
     $296.3 million and $6.6 million,  respectively,  borrowings of $1.1 billion
     under a $1.2  billion  QVC  credit  facility  and  existing  cash  and cash
     equivalents  held by QVC.  Following the  acquisition,  the Company and TCI
     own,   through   their   respective   subsidiaries,   57.45%  and   42.55%,
     respectively,  of QVC. The  Company,  through a  management  agreement,  is
     responsible for the day to day operations of QVC. The Company has accounted
     for the QVC Acquisition under the purchase method of accounting and QVC was
     consolidated with the Company effective February 1, 1995.


                                     - 46 -

<PAGE>


COMCAST CORPORATION AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
YEARS ENDED DECEMBER 31, 1995, 1994 AND 1993 (Continued)

     Maclean Hunter
     In December 1994, the Company,  through Comcast MHCP Holdings,  L.L.C. (the
     "LLC"), acquired the US cable television and alternate access operations of
     Maclean Hunter Limited ("Maclean Hunter") from Rogers  Communications  Inc.
     and all of the outstanding  shares of Barden  Communications,  Inc. ("BCI,"
     and collectively,  such acquisitions are referred to as the "Maclean Hunter
     Acquisition") for  approximately  $1.2 billion in cash. The Company and the
     California Public Employees'  Retirement System ("CalPERS") invested $305.6
     million and $250.0 million, respectively, in the LLC, which is owned 55% by
     a wholly owned subsidiary of the Company and 45% by CalPERS, and is managed
     by the Company.  The balance of the Maclean Hunter Acquisition was financed
     through  borrowings under a credit facility of a wholly owned subsidiary of
     the LLC. The Company has accounted for the Maclean Hunter Acquisition under
     the purchase  method of  accounting  and has  consolidated  Maclean  Hunter
     effective December 22, 1994.

     Cellular Rebuild
     In 1995, the Company's  cellular division  purchased  approximately  $172.0
     million of switching and cell site  equipment  which  replaced the existing
     switching and cell site  equipment (the  "Cellular  Rebuild").  The Company
     substantially  completed the Cellular Rebuild in the third quarter of 1995.
     Accordingly,  during 1995, the Company charged to its results of operations
     approximately  $110.0 million which represented the difference  between the
     net book value of the equipment  replaced and the residual  value  realized
     upon  its  disposal.  This  charge  has  been  reflected  in the  Company's
     consolidated  statement of  operations as a component of  depreciation  and
     amortization expense.

     Unaudited Pro Forma Information
     The following  unaudited pro forma information for the years ended December
     31,  1995 and 1994 has been  presented  as if the QVC  Acquisition  and the
     Maclean Hunter  Acquisition had occurred on January 1, 1994. This unaudited
     pro forma 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 the Company operated the
     acquired  entities  since January 1, 1994 (dollars in millions,  except per
     share data).

<TABLE>
<CAPTION>
                                                       Year Ended December 31,
                                                       1995             1994
<S>                                               <C>              <C>

     Revenues .................................     $3,493.3          $3,003.9

     Loss before extraordinary items ..........        (42.8)           (163.0)

     Net loss .................................        (48.9)           (174.7)

     Net loss per share .......................         (.20)             (.74)
</TABLE>


4.   INVESTMENTS

<TABLE>
<CAPTION>
                                                           December 31,
                                                      1995             1994
                                                      (Dollars in thousands)
<S>                                                <C>              <C>
     Investments - Equity method...............      $681,347          $389,851

     Investments - Public companies............       170,096           216,002

     Investments - Privately held companies....        54,940           191,222
                                                       ------           -------
                                                     $906,383          $797,075
                                                     ========          ========
</TABLE>



                                     - 47 -

<PAGE>
COMCAST CORPORATION AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
YEARS ENDED DECEMBER 31, 1995, 1994 AND 1993 (Continued)

     Investments - Equity Method
     Summarized  financial  information for equity method  investments for 1995,
     1994 and 1993 is as follows (dollars in thousands):

<TABLE>
<CAPTION>
                                                 Three Months   Year Ended
                                                     Ended      December 31,             Year Ended      Year Ended
                                                January 31,1995    1995                 December 31,    December 31,
                                                    QVC (2)       Other    Combined (1)   1994 (2)           1993
<S>                                                <C>         <C>         <C>         <C>               <C> 
   Combined Results of Operations
     Revenues, net...............................  $425,921     $638,579   $1,064,500   $1,698,806        $165,688
     Depreciation and amortization...............    12,992      154,440      167,432      154,374          70,501
     Operating income (loss).....................    58,247     (209,626)    (151,379)      20,034         (38,519)

       Net income (loss) as reported
         by affiliates...........................    28,333     (310,604)    (282,271)    (136,967)        (66,587)

   Company's Equity in Net Income (Loss)
     Equity in current period net income
       (loss)....................................    $4,286     ($85,545)    ($81,259)    ($40,254)       ($28,872)
     Amortization income (expense) (3)...........     1,194       (6,553)      (5,359)        (630)
                                                   --------     --------   ----------   ----------        --------

       Total equity in net income (loss).........    $5,480     ($92,098)    ($86,618)    ($40,884)       ($28,872)
                                                   ========     ========   ==========   ==========        ========
</TABLE>

<TABLE>
<CAPTION>
                                                                December 31,              December 31,
                                                                  1995 (1)                  1994 (2)
<S>                                                           <C>                       <C>
   Combined Financial Position
     Current assets..................................             $437,160                  $751,914
     Noncurrent assets...............................            4,288,327                 2,059,285
     Current liabilities.............................              318,378                   638,209
     Noncurrent liabilities..........................            1,683,110                   974,815
<FN>
     (1) Excludes the results of operations (subsequent to January 31, 1995) and
         financial  position of QVC,  which were  consolidated  with the Company
         effective February 1, 1995.
     (2) Through  January 31,  1995,  QVC's  fiscal year end was January 31, and
         therefore, the Company recorded its equity interest in QVC's net income
         two  months in  arrears.  For the year ended  December  31,  1995,  the
         Company recorded its proportionate interest in QVC's net income for the
         period from  November 1, 1994 through  January 31,  1995.  Such results
         were not  previously  recorded  by the Company  since QVC's  results of
         operations  were  recorded  two months in  arrears.  The effect of this
         one-time  adjustment was not  significant  to the Company's  results of
         operations. The summarized financial information as of and for the year
         ended December 31, 1994 includes  financial  information  for QVC as of
         and for the twelve months ended October 31, 1994.
     (3) The  differences  between the Company's  recorded  investments  and its
         proportionate  interests in the book value of the investees' net assets
         are being  amortized to equity in net income or loss,  primarily over a
         period of twenty years, which is consistent with the estimated lives of
         the underlying assets.
</FN>
</TABLE>

     The original cost of  investments  accounted for under the equity method of
     accounting  totaled  approximately  $964.7 million and $565.4 million as of
     December 31, 1995 and 1994, respectively. As of December 31, 1995 and 1994,
     equity  method  investments  include  the  Company's  interests  in  Sprint
     Spectrum  (see Note 3), TCG (see Note 3),  Garden  State and  interests  in
     three of its four UK cable and telecommunications businesses.

     Effective  January 1, 1994, the Company  commenced  accounting for QVC (see
     Note 3), TCG and  certain  other  investments  under the  equity  method of
     accounting  due to changes in the nature of the  relationships  between the
     Company and the investees  which allow the Company to exercise  significant
     influence over their operating and financial policies.  The Company's prior
     year financial  statements were not restated due to the  insignificance  of
     the Company's  proportionate  ownership interests in the net income or loss
     of the investees for those periods.

                                     - 48 -
<PAGE>


COMCAST CORPORATION AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
YEARS ENDED DECEMBER 31, 1995, 1994 AND 1993 (Continued)

     Comcast UK Cable holds,  among other things,  the  Company's  equity method
     investments in UK affiliates:  Birmingham Cable Corporation Limited,  Cable
     London PLC and Cambridge  Holding Company  Limited.  On September 27, 1994,
     Comcast UK Cable consummated an initial public offering (the "IPO") of 15.0
     million of its Class A Common Shares for net proceeds of $209.4 million. As
     a result of the IPO and related transactions, the Company beneficially owns
     approximately  31.2% of the  total  outstanding  Comcast  UK  Cable  common
     shares.  Because  the Class A Common  Shares are  entitled  to one vote per
     share and the Class B Common  Shares are  entitled  to ten votes per share,
     the Company,  through its ownership of the Class B Common Shares,  controls
     approximately 81.9% of the total voting power of all outstanding Comcast UK
     Cable common shares and  continues to  consolidate  Comcast UK Cable.  As a
     result  of the  IPO and  related  transactions,  the  Company  recorded  an
     aggregate minority interest liability in Comcast UK Cable of $261.4 million
     in  1994.   In  addition,   the  Company   recorded  the  increase  in  its
     proportionate  share of  Comcast UK Cable's  net assets as an  increase  in
     additional capital of $59.3 million.

     The  Company  holds a 20%  interest in  Teleport  with an original  cost of
     approximately  $66.0 million as of December 31, 1995 and 1994.  The Company
     also had loans to Teleport  totaling  $53.8  million  and $39.5  million at
     December 31, 1995 and 1994, respectively.

     Investments - Public Companies
     As of December  31, 1994,  the Company  held 11.3 million  shares of common
     stock of Nextel  Communications,  Inc. ("Nextel"),  classified as available
     for sale, representing a 10.7% interest in Nextel's then outstanding common
     stock. Nextel is a specialized mobile radio licensee developing an enhanced
     service capability.  In July 1995, the Company sold these shares for $212.6
     million (the "Nextel  Transaction").  As a result of this transaction,  the
     Company recognized a pre-tax gain of $36.2 million in 1995.

     The Company had recorded its  investment in Nextel  common  stock,  with an
     historical cost of $175.9 million as of December 31, 1994, at its estimated
     fair value,  resulting in an unrealized pre-tax loss of $14.0 million as of
     December 31, 1994. As of December 31, 1995, the Company held  approximately
     693,000  shares of Nextel  common  stock.  The  Company  has  recorded  its
     investment, with an historical cost of $11.1 million, at its estimated fair
     value, resulting in an unrealized pre-tax loss of approximately $905,000 as
     of December 31, 1995.

     As of December  31,  1995 and 1994,  the  Company  owns  options to acquire
     approximately  25.0 million and 25.2 million shares of Nextel common stock,
     respectively, principally at $16 per share, with an estimated fair value of
     $99.7 million and $149.2 million, respectively, which are recorded at their
     historical   cost  of  $20.0  million  and  $23.5  million,   respectively.
     Investments  in options  have been valued  using the  Black-Scholes  Option
     Pricing method.

     In February  1996,  in  connection  with certain  preemptive  rights of the
     Company  under  previously  existing  agreements  with Nextel,  the Company
     purchased  approximately  8.16 million shares,  classified as available for
     sale, of Nextel common stock at $12.25 per share, for a total cost of $99.9
     million.  Had the Company  owned such shares as of December 31,  1995,  the
     fair value of these shares would have been $120.3 million.

     The Company holds unrestricted equity investments in certain other publicly
     traded  companies  with an  historical  cost of  $104.8  million  and $10.7
     million as of December 31, 1995 and 1994, respectively.  As of December 31,
     1995  and  1994,  the  Company  has  recorded  these  investments  at their
     estimated  fair values of $139.9  million and $30.6  million,  resulting in
     unrealized pre-tax gains of $35.1 million and $19.9 million, respectively.

     Investments - Privately Held Companies
     In  January  1995,  the  Company  exchanged  its  investments  in  Heritage
     Communications,  Inc.  ("Heritage") with TCI for approximately 13.3 million
     publicly-traded  Class A common  shares of TCI with a fair market  value of
     approximately  $290.0  million.   Shortly  thereafter,   the  Company  sold
     approximately  9.1 million  unrestricted  TCI shares for total  proceeds of
     approximately $188.0 million (collectively, the "Heritage Transaction"). As
     a result of these  transactions,  the Company  recognized a pre-tax gain of
     approximately $141.0 million in 1995.


                                     - 49 -

<PAGE>
COMCAST CORPORATION AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
YEARS ENDED DECEMBER 31, 1995, 1994 AND 1993 (Continued)

     It is not  practicable  to estimate the fair value of the  Company's  other
     investments in privately  held  companies  with a recorded cost,  excluding
     Heritage,  of $54.9  million and $50.3  million as of December 31, 1995 and
     1994,  respectively,  due to a lack of quoted  market  prices and excessive
     costs involved in determining such fair value.

5.   LONG-TERM DEBT
<TABLE>
<CAPTION>
                                                                                       December 31,
                                                                                 1995              1994
                                                                                  (Dollars in thousands)
<S>                                                                          <C>                <C>
   Notes payable to banks and insurance companies, due
     in installments through 2004..........................................     $4,476,460        $3,280,035

   Senior participating redeemable zero coupon notes, due 2000.............        402,401           361,538

   11.20% Senior discount debentures, due 2007.............................        304,246

   10% Subordinated debentures, due 2003...................................        124,615           122,858

   10-1/4% Senior subordinated debentures, due 2001........................        125,000           125,000

   9-3/8% Senior subordinated debentures, due 2005.........................        250,000

   9-1/8% Senior subordinated debentures, due 2006.........................        250,000

   9-1/2% Senior subordinated debentures, due 2008.........................        200,000           200,000

   10-5/8% Senior subordinated debentures, due 2012........................        300,000           300,000

   Convertible subordinated debt:

     Zero coupon convertible subordinated notes............................                            4,345

     3-3/8% / 5-1/2% Step-up convertible subordinated
       debentures, due 2005................................................        250,000           250,000

     1-1/8% Discount convertible subordinated debentures, due 2007.........        327,514           314,546

   Other debt, due in installments principally through 1998................         18,933            35,132
                                                                                ----------        ----------

                                                                                 7,029,169         4,993,454
    Less current portion...................................................         85,403           182,913
                                                                                ----------        ----------

                                                                                $6,943,766        $4,810,541
                                                                                ==========        ==========
</TABLE>

     The  maturities of long-term  debt  outstanding as of December 31, 1995, as
     adjusted for the  refinancing  of a subsidiary's  indebtedness  in February
     1996, for the four years after 1996 are as follows:

                                                        (Dollars in thousands)
                           1997.............................   $154,789
                           1998.............................    691,560
                           1999.............................    444,304
                           2000.............................    575,864

     Zero Notes
     The Company issued the Senior  participating  redeemable zero coupon notes,
     due 2000 (the "Zero Notes"),  in conjunction  with its 1992  acquisition of
     AWACS, Inc. ("AWACS"),  the non-wireline  cellular telephone system serving
     the Philadelphia  Metropolitan  Statistical Area, from Metromedia  Company.
     The Zero  Notes  outstanding  have an  aggregate  face  amount  payable  at
     maturity of $629.4 million, accreting at 11% per annum. If, at maturity, or
     an  earlier   redemption   date,  35%,  subject  to  reduction  in  certain
     circumstances,  of the private  market  value,  as determined by applicable
     procedures,  of the  Company's  cellular  subsidiaries  is greater than the
     accreted  value  plus  certain  premiums,  then such  greater  amount  will
     constitute  the  redemption  price.  The holders of the Zero Notes have the
     right, upon request of the holders of the majority of the notes, to require
     the Company to redeem the Zero Notes at any time on or after March 5, 1998.
     The accreted value of the Zero Notes, without

                                     - 50 -

<PAGE>


COMCAST CORPORATION AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
YEARS ENDED DECEMBER 31, 1995, 1994 AND 1993 (Continued)

     giving effect to the alternative  formula based on the private market value
     of the  cellular  business,  of $402.4  million as of December 31, 1995 has
     been  presented  above  as a  1998  maturity.  As  of  December  31,  1995,
     approximately  $188.4 million  accreted value of the Zero Notes is payable,
     at the Company's  option,  either in cash or the Company's  Class A Special
     Common Stock.

     2007 Discount Debentures
     In November 1995,  Comcast UK Cable received net proceeds of  approximately
     $291.1  million from the sale of  approximately  $517.3  million  principal
     amount at maturity of its 11.20% senior  discount  debentures due 2007 (the
     "2007  Discount  Debentures").  Interest  will accrete on the 2007 Discount
     Debentures at 11.20% per annum compounded  semi-annually  from November 15,
     1995 to November 15, 2000,  after which date  interest will be paid in cash
     on each May 15 and November 15, through November 15, 2007.

     Convertible Subordinated Debt
     The 3-3/8% / 5-1/2% step-up  convertible  subordinated  debentures due 2005
     are  convertible  into the  Company's  Class A  Special  Common  Stock at a
     conversion price of $24.50 per share. Interest on the debentures accrues at
     a rate per annum of 3-3/8% from the date of issuance to  September 8, 1997,
     from and after  such  time the  Company  will have the right to redeem  the
     debentures  for cash.  Interest  will accrue at a rate per annum of 5- 1/2%
     from September 9, 1997 to maturity, or earlier redemption.

     The  1-1/8%  discount  convertible  subordinated  debentures  due  2007 are
     convertible into the Company's Class A Special Common Stock at a conversion
     rate equal to 19.3125 shares per $1,000 principal  amount at maturity.  The
     conversion  price will not be  adjusted  for  accrued  interest or original
     issue  discount.  The debentures  were issued at 55.363% of their principal
     amount of $541.9  million at maturity  resulting in a 6%  effective  annual
     yield to maturity.  At any time on or after  October 15, 1997,  the Company
     may redeem such debentures for cash.

     During  1994,  $34.1  million of the zero coupon  convertible  subordinated
     notes due 1995 were converted into  approximately 3.3 million shares of the
     Company's Class A Special Common Stock. In January 1995, the remaining $4.3
     million of the notes  were  converted  by the  holders  into  approximately
     395,000 shares of the Company's Class A Special Common Stock.

     In  February  1994,  substantially  all of  the  Company's  7%  convertible
     subordinated  debentures due 2001 were converted  into  approximately  13.5
     million shares of the Company's Class A Special Common Stock.

     Debt Extinguishment
     The Company incurred debt extinguishment costs totaling $9.4 million during
     1995 in connection with the refinancing of certain indebtedness,  resulting
     in the Company recording an extraordinary loss, net of tax, of $6.1 million
     or $.02 per share.  During  1994,  the Company  paid  premiums and expensed
     unamortized  debt  acquisition  costs totaling $18.0 million,  primarily in
     connection  with the  redemption  of its  $150.0  million,  11-7/8%  Senior
     subordinated  debentures  due 2004,  resulting in the Company  recording an
     extraordinary  loss,  net of tax, of $11.7  million or $.05 per share.  The
     Company paid similar  premiums of $27.1  million  during 1993 in connection
     with the  redemption  of  certain  of its  debt  resulting  in the  Company
     recording an  extraordinary  loss, net of tax, of $17.6 million or $.08 per
     share.

     Interest Rates
     Fixed  interest  rates on notes  payable to banks and  insurance  companies
     range from 8.6% to 10.57%.  Bank debt interest rates vary based upon one or
     more of the following rates at the option of the Company:

       Prime rate to prime plus 1%;
       London Interbank Offered Rate (LIBOR) plus 1/2% to 2-1/8%; and 
       Certificate of deposit rate plus 7/8% to 2-1/8%.

     As of December 31, 1995 and 1994, the Company's  effective weighted average
     interest  rate  on its  variable  rate  bank  and  insurance  company  debt
     outstanding was 7.87% and 7.63%, respectively.


                                     - 51 -

<PAGE>
COMCAST CORPORATION AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
YEARS ENDED DECEMBER 31, 1995, 1994 AND 1993 (Continued)

     Foreign  Currency and Interest Rate Risk Management 
     The Company has entered into interest rate swap and cap agreements to limit
     its exposure to adverse  fluctuations in interest rates. As of December 31,
     1995 and 1994,  $1.2  billion  and  $415.0  million,  respectively,  of the
     Company's  variable  rate  debt  was  protected  by  these  products.  Such
     agreements mature on various dates through 2000.

     The Company has entered into certain foreign exchange option contracts as a
     normal part of its foreign currency risk management  efforts.  During 1995,
     Comcast UK Cable entered into certain foreign exchange put option contracts
     which may be settled only on November 16, 2000.  These put option contracts
     are used to limit Comcast UK Cable's exposure to the risk that the eventual
     cash outflows related to net monetary liabilities denominated in currencies
     other than its  functional  currency (the UK Pound  Sterling or "UK Pound")
     (principally  the 2007  Discount  Debentures)  are  adversely  affected  by
     changes in exchange  rates.  As of December 31, 1995,  Comcast UK Cable has
     (pound)250.0  million  notional  amount  of  foreign  exchange  put  option
     contracts  to  purchase  US  dollars  at an  exchange  rate  of  $1.35  per
     (pound)1.00 (the "Ratio").  Foreign exchange put option contracts provide a
     hedge,  to the extent the  exchange  rate  falls  below the Ratio,  against
     Comcast UK Cable's net monetary liabilities denominated in US dollars since
     gains and losses  realized on the put option  contracts are offset  against
     foreign   exchange   gains  or  losses   realized  on  the  underlying  net
     liabilities.   Premiums  paid  for  such  put  option  contracts  were  not
     significant and have been recorded as assets in the Company's  consolidated
     balance  sheet.  These  premiums are being  amortized over the terms of the
     related contracts.

     In order to reduce  hedging costs,  Comcast UK Cable has sold  (pound)250.0
     million  notional amount of foreign exchange call option  contracts.  These
     call option  contracts may only be settled on their  expiration  dates.  Of
     these call option contracts, (pound)200.0 million notional amount settle on
     November  16,  1996  at an  exchange  rate of  $1.70  per  (pound)1.00  and
     (pound)50.0  million  notional  amount  settle on  November  16, 2000 at an
     exchange  rate of $1.62 per  (pound)1.00.  Changes  in fair  value  between
     measurement   dates  relating  to  these  call  option  contracts  are  not
     significant and have been recorded in the Company's  consolidated statement
     of operations.

     Debt Covenants
     Certain of the Company's  subsidiaries' loan agreements contain restrictive
     covenants which limit the subsidiaries'  ability to enter into arrangements
     for the acquisition of property and equipment, investments, mergers and the
     incurrence of additional  debt.  Certain of these  agreements  require that
     certain  ratios and cash flow  levels be  maintained  and  contain  certain
     restrictions on dividend payments and advances of funds to the Company. The
     Company  and its  subsidiaries  were in  compliance  with such  restrictive
     covenants  for all periods  presented.  In  addition,  the stock of certain
     subsidiary  companies  is pledged as  collateral  for the notes  payable to
     banks and insurance companies.

     As of December 31, 1995,  approximately $410 million of the Company's cash,
     cash  equivalents  and  short-term  investments  was  restricted  to use by
     subsidiaries  of the  Company  under  contractual  or  other  arrangements,
     including  approximately $341 million which is restricted to use by Comcast
     UK Cable.

     Lines and Letters of Credit
     As of  February  1, 1996,  certain  subsidiaries  of the Company had unused
     lines of credit of $1.541  billion.  Use of these unused lines of credit is
     restricted  by  the  covenants  of  the  related  debt  agreements  and  to
     subsidiary debt  refinancing,  subsidiary  general  corporate  purposes and
     dividend declaration.

     As of December 31, 1995,  the Company and certain of its  subsidiaries  had
     unused  irrevocable  standby  letters of credit  totaling  $63.9 million to
     cover potential fundings associated with several projects.


                                     - 52 -

<PAGE>


COMCAST CORPORATION AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
YEARS ENDED DECEMBER 31, 1995, 1994 AND 1993 (Continued)

6.   STOCKHOLDERS' DEFICIENCY

     Preferred Stock
     The Company is authorized to issue, in one or more series,  up to a maximum
     of 20.0 million shares of preferred stock without par value. The shares can
     be issued with such designations, preferences, qualifications,  privileges,
     limitations,  restrictions, options, conversion rights and other special or
     related rights as the Board shall from time to time fix by resolution.

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

     As of December 31,  1995,  20.7  million  shares of Class A Special  Common
     Stock  were  reserved  for  issuance  upon   conversion  of  the  Company's
     convertible subordinated debentures.

     Repurchases  and  Retirements  
     Through December 31, 1995, the Company had repurchased shares of its common
     stock  for  aggregate  consideration  of  $12.4  million  pursuant  to  the
     Repurchase  Program (see Note 3). Through February 1, 1996, the Company had
     repurchased additional shares for aggregate  consideration of $4.0 million.
     In  addition,  the Company  sold put  options on 3.0 million  shares of its
     Class A Special  Common Stock in December 1995.  Through  February 1, 1996,
     the Company sold  additional put options on 1.0 million shares of its Class
     A Special Common Stock (see Note 9).

     In December  1995, the Company issued 751,000 shares of its Class A Special
     Common Stock to the Company's Retirement-Investment Plan in exchange for an
     equivalent  number  of  shares  of its  Class A  Common  Stock,  held as an
     investment of the plan.

     Stock Option Plans
     The Company  maintains  qualified and  nonqualified  stock option plans for
     employees,  directors  and other  persons under which the option prices are
     not less  than the fair  market  value of the  shares at the date of grant.
     Under these plans,  16.3 million  shares of Class A Special  Common  Stock,
     229,000 shares of Class A Common Stock and 658,000 shares of Class B Common
     Stock were  reserved as of December  31, 1995.  Option terms are  generally
     from five to ten and one-half  years with options  becoming  exercisable at
     various dates.


                                     - 53 -

<PAGE>


COMCAST CORPORATION AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
YEARS ENDED DECEMBER 31, 1995, 1994 AND 1993 (Continued)

     Changes in the  number of shares  subject to  outstanding  but  unexercised
     options under the Company's  option plans for the years ended  December 31,
     1995, 1994 and 1993 were as follows:

<TABLE>
<CAPTION>
                                                                                  Common Stock
                                                                    Class A
                                                                    Special          Class A            Class B
<S>                                                              <C>              <C>                <C>
BALANCE, JANUARY 1, 1993........................................  7,342,018           667,463           658,125
   Options granted at prices of $12.00 to $22.08 per share......  1,186,350
   Options exercised at prices of $1.57 to $12.58 per share.....   (935,515)         (196,968)
   Options cancelled............................................    (80,125)           (2,525)
                                                                  ---------         ---------         ---------

BALANCE, DECEMBER 31, 1993......................................  7,512,728           467,970           658,125
   Options granted at prices of $16.13 to $23.28 per share......  5,165,216
   Options exercised at prices of $1.73 to $11.92 per share.....   (526,857)          (81,472)
   Options cancelled............................................   (282,236)          (24,935)
                                                                  ---------         ---------         ---------

BALANCE, DECEMBER 31, 1994...................................... 11,868,851           361,563           658,125
   Options granted at prices of $14.63 to $22.00 per share......  2,899,339
   Options exercised at prices of $3.32 to $15.50 per share.....   (267,505)         (128,651)
   Options cancelled............................................   (292,391)           (3,700)
                                                                  ---------         ---------         ---------

BALANCE, DECEMBER 31, 1995...................................... 14,208,294           229,212           658,125
                                                                 ==========           =======           =======

Average price of options outstanding at
   December 31, 1995............................................     $14.25             $4.87             $5.70
                                                                 ==========           =======           =======
</TABLE>


     As of December 31, 1995,  options to purchase 5.8 million shares of Class A
     Special  Common Stock,  226,000  shares of Class A Common Stock and 557,000
     shares of Class B Common Stock were exercisable.

     Restricted Stock Plan
     The Company has a restricted stock program whereby management employees may
     be granted restricted shares of the Company's Class A Special Common Stock.
     Shares are subject to certain vesting provisions. The shares awarded do not
     have voting or dividend  rights until vesting  occurs.  Restrictions on the
     awards expire  annually,  over a period  generally not to exceed five years
     from the date of the awards.  The Company recognizes  compensation  expense
     over the vesting  period.  As of December 31, 1995,  there were 1.1 million
     unvested  shares  granted  under the  program  of which  509,000  vested in
     January 1996. Total compensation  expense recognized in 1995, 1994 and 1993
     under  this  program  was $4.6  million,  $4.4  million  and $3.4  million,
     respectively.

     QVC Stock Option/SAR Plans
     QVC maintains a qualified and nonqualified  combination stock  option/Stock
     Appreciation  Rights  ("SAR")  plan (the "QVC Tandem  Plan") and a SAR plan
     (the "QVC SAR Plan") for employees,  officers,  directors and other persons
     designated by the Compensation Committee of QVC's Board of Directors. Under
     the QVC Tandem  Plan,  the option  prices are not less than the fair market
     values at the date of  grant.  If the SAR  feature  of the  Tandem  Plan is
     elected, eligible participants receive 75% of the excess of the fair market
     value of a share of QVC  stock  over the  exercise  price of the  option to
     which it is  attached at the  exercise  date.  Because the  exercise of the
     option component is more likely, no compensation expense has been recorded.
     Under the QVC SAR Plan, eligible  participants are entitled to receive 100%
     of the  excess of the fair  market  value of the QVC stock at the  exercise
     date over the fair value of such stock at the date of grant. Option and SAR
     terms may be up to 10 years from the date of grant,  with  options and SARs
     becoming exercisable at various dates.

     During the year ended December 31, 1995,  142,000 options were granted at a
     price of $460 per share.  As the first vesting date was January 1, 1996, no
     options were  exercisable  as of December 31, 1995.  Holders have stated an
     intention not to exercise the SAR feature of the QVC Tandem Plan.

                                     - 54 -
<PAGE>


COMCAST CORPORATION AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
YEARS ENDED DECEMBER 31, 1995, 1994 AND 1993 (Continued)


     Under the QVC SAR plan,  8,500 SARs are outstanding as of December 31, 1995
     and  compensation  expense of $1.1  million was recorded in 1995 related to
     such plan.

7.   INCOME TAXES

     As a result of the  Maclean  Hunter  Acquisition,  the  Company's  deferred
     income tax liability was increased in 1994 by approximately  $488.0 million
     for temporary  differences  between the financial  reporting  basis and the
     income tax reporting  basis of the assets of Maclean  Hunter and BCI at the
     date of acquisition.  Deferred charges were increased by the same amount as
     prescribed by SFAS No. 109.

     As a result of the QVC  Acquisition,  the  Company's  deferred  income  tax
     liability was increased in 1995 by $45.7 million for temporary  differences
     between the financial reporting basis and the income tax reporting basis of
     the  assets  of QVC at the  date  of  acquisition.  Deferred  charges  were
     increased by the same amount as  prescribed by SFAS No. 109. At the date of
     acquisition,  QVC had a net deferred income tax liability of $33.2 million,
     which was assumed by the Company.

     The Company joins with its subsidiaries which it owns 80% or more in filing
     consolidated federal income tax returns. Both QVC and the direct subsidiary
     of the LLC file separate consolidated federal income tax returns.

     Income tax expense (benefit) consists of the following components:
<TABLE>
<CAPTION>
                                                                             Year Ended December 31,
                                                                     1995             1994              1993
                                                                             (Dollars in thousands)
<S>                                                               <C>            <C>               <C>
     Current expense
     Federal....................................................   $45,223            $8,098            $5,099
     State......................................................    14,283            12,408             9,320
                                                                   -------           -------           -------

                                                                    59,506            20,506            14,419
                                                                   -------           -------           -------

     Deferred expense (benefit)
     Federal....................................................   (21,991)          (27,912)             (216)
     State......................................................     4,656            (1,828)            1,026
                                                                   -------           -------           -------

                                                                   (17,335)          (29,740)              810
                                                                   -------           -------           -------

     Income tax expense (benefit)...............................   $42,171           ($9,234)          $15,229
                                                                   =======           =======           =======
</TABLE>



                                     - 55 -

<PAGE>


COMCAST CORPORATION AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
YEARS ENDED DECEMBER 31, 1995, 1994 AND 1993 (Continued)

     The effective income tax expense  (benefit) of the Company differs from the
     statutory amount because of the effect of the following items:
<TABLE>
<CAPTION>
                                                                              Year Ended December 31,
                                                                     1995              1994             1993
                                                                              (Dollars in thousands)
<S>                                                              <C>              <C>                <C> 
     Federal tax at statutory rate..............................  ($15,894)         ($31,489)         ($29,291)
     Non-deductible depreciation and amortization...............    23,734             3,235             3,153
     State income taxes, net of federal benefit.................    12,310             6,877             6,725
     Non-deductible equity in net losses of affiliates..........    17,258            10,550             4,838
     Deductible permanent differences associated
       with redemption of securities............................                                       (37,694)
     Increase in corporate federal income tax rate..............                                        20,589
     Additions to valuation allowance...........................     1,440               605            47,494
     Other......................................................     3,323               988              (585)
                                                                  --------          --------          -------- 

     Income tax expense (benefit)...............................   $42,171           ($9,234)          $15,229
                                                                  ========          ========          ======== 
</TABLE>

     Deferred  income  tax  expense   (benefit)   resulted  from  the  following
     differences between financial and income tax reporting:
<TABLE>
<CAPTION>
                                                                            Year Ended December 31,
                                                                    1995             1994              1993
                                                                            (Dollars in thousands)
<S>                                                              <C>             <C>                 <C>
     Depreciation and amortization.........................       ($68,267)         ($36,357)         ($34,694)
     Accrued expenses not currently deductible.............         (2,697)          (22,287)
     Non-deductible reserves for bad debts,
       obsolete inventory and sales returns................        (14,208)
     Deductible temporary differences associated
       with sale or redemption of securities...............         22,667                               7,031
     Utilization of net operating loss carryforwards.......         40,956            28,299
     Deferred tax assets arising from current
       period losses ......................................         (9,995)                            (39,610)
     Increase in corporate federal income tax rate.........                                             20,589
     Change in valuation allowance and other...............         14,209               605            47,494
                                                                   --------          --------          -------- 

     Deferred income tax expense (benefit).................       ($17,335)         ($29,740)             $810
                                                                  ========          ========          ========
</TABLE>



                                     - 56 -

<PAGE>


COMCAST CORPORATION AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
YEARS ENDED DECEMBER 31, 1995, 1994 AND 1993 (Continued)

     Significant  components  of the Company's net deferred tax liability are as
     follows:
<TABLE>
<CAPTION>
                                                                         December 31,
                                                                   1995               1994
                                                                    (Dollars in thousands)
<S>                                                            <C>              <C>
     Deferred tax assets:
       Net operating loss carryforwards....................       $257,851          $288,812
       Differences between book and
         tax basis of property and equipment
         and deferred charges..............................         26,811            29,330
       Reserves for bad debts, obsolete inventory
         and sales returns.................................         62,895
       Other...............................................         43,333            40,636
       Less: Valuation allowance...........................       (244,897)         (274,736)
                                                                ----------        ----------
                                                                   145,993            84,042
                                                                ----------        ----------
     Deferred tax liabilities, principally
       differences between book and tax
       basis of property and equipment and
       deferred charges..................................        1,604,189         1,474,891
                                                                ----------        ----------
     Net deferred tax liability............................     $1,458,196        $1,390,849
                                                                ==========        ==========
</TABLE>


     The Company's  valuation  allowance  against  deferred tax assets  includes
     approximately   $120.0  million  for  which  any  subsequent  tax  benefits
     recognized  will be  allocated  to reduce  goodwill  and  other  noncurrent
     intangible assets. For income tax reporting  purposes,  the subsidiaries of
     the LLC  have net  operating  loss  carryforwards  of  approximately  $18.0
     million,  for which a deferred  tax asset has been  recorded,  which expire
     primarily in 2010.

8.   STATEMENT OF CASH FLOWS - SUPPLEMENTAL INFORMATION

     The  Company  made cash  payments  for  interest  of  approximately  $459.1
     million,  $261.6 million and $278.6 million during the years ended December
     31, 1995, 1994 and 1993, respectively.

     The Company  made cash  payments for income  taxes of  approximately  $35.4
     million during the year ended  December 31, 1995.  Cash payments for income
     taxes  during  the  years  ended  December  31,  1994  and  1993  were  not
     significant.

9.   COMMITMENTS AND CONTINGENCIES

     Commitments
     Liberty Media Corporation ("Liberty"),  a majority owned subsidiary of TCI,
     may, at certain times following  February 9, 2000,  trigger the exercise of
     certain  exit rights  with  respect to its  investment  in QVC. If the exit
     rights are  triggered,  the Company  has first right to purchase  Liberty's
     stock in QVC at  Liberty's  pro rata portion of the fair market value (on a
     going concern or liquidation  basis,  whichever is higher, as determined by
     an  appraisal  process) of QVC. The Company may pay Liberty for such stock,
     subject to certain rights of Liberty to consummate the purchase in the most
     tax-efficient  method  available,  in cash, the Company's  promissory  note
     maturing not more than three years after  issuance,  the  Company's  equity
     securities  or any  combination  thereof.  If  the  Company  elects  not to
     purchase the stock of QVC held by Liberty, then Liberty will have a similar
     right to purchase the stock of QVC held by the Company.  If Liberty  elects
     not to purchase the stock of QVC held by the Company,  then Liberty and the
     Company will use their best efforts to sell QVC.


                                     - 57 -

<PAGE>


COMCAST CORPORATION AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
YEARS ENDED DECEMBER 31, 1995, 1994 AND 1993 (Continued)

     As a result of the Maclean Hunter  Acquisition,  at any time after December
     18, 2001, CalPERS may elect to liquidate its interest in the LLC at a price
     based upon the fair value of CalPERS' interest in the LLC, adjusted,  under
     certain  circumstances,  for certain  performance  criteria relating to the
     fair value of the LLC or to the Company's  common stock.  Except in certain
     limited  circumstances,  the  Company,  at its  option,  may  satisfy  this
     liquidity arrangement by purchasing CalPERS' interest for cash, through the
     issuance of the Company's common stock (subject to certain  limitations) or
     by selling the LLC.

     In conjunction with the Repurchase  Program,  in December 1995, the Company
     sold put options on 3.0 million shares of its Class A Special Common Stock.
     The put  options  give the  holder  the right to  require  the  Company  to
     repurchase  such shares at  specified  prices on specific  dates during the
     period from May through  July 1996.  Proceeds of $2.6 million from the sale
     of these put options were  credited to additional  capital.  The amount the
     Company  would  be  obligated  to  pay to  repurchase  such  shares  if all
     outstanding  put options were exercised,  totaling $52.1 million,  has been
     reclassified  to a temporary  equity account in the Company's  consolidated
     balance  sheet as of December  31,  1995.  Through  February  1, 1996,  the
     Company sold  additional  put options on 1.0 million  shares of its Class A
     Special  Common  Stock,  with  expiration  dates in July  1996.  If the put
     options sold in January 1996 were exercised, the Company would be obligated
     to pay $17.5 million to repurchase such shares.

     During  1994,  Comcast  UK Cable  entered  into  foreign  exchange  forward
     contracts to protect  Comcast UK Cable from the risk that  monetary  assets
     held or  denominated  in US dollars are  devalued as a result of changes in
     exchange  rates.  The notional  amount of these contracts was $20.0 million
     and $100.0 million as of December 31, 1995 and 1994, respectively.  Foreign
     exchange forward contracts provide an effective hedge against such monetary
     assets held since gains and losses  realized on the  contracts,  which were
     not significant to the Company's results of operations,  are offset against
     gains or losses  realized on the underlying  hedged  assets.  The remaining
     forward contract matures during 1996.

     See Note 5 for a description of certain foreign  exchange option  contracts
     entered into by Comcast UK Cable during 1995.

     Minimum  annual rental  commitments  for office space and  equipment  under
     noncancellable operating leases as of December 31, 1995 are as follows:

                                                          (Dollars
                                                        in thousands)

              1996                                         $33,800
              1997                                          29,230
              1998                                          27,191
              1999                                          25,336
              2000                                          21,735
              Thereafter                                   106,051

     Rental expense of $44.6 million,  $21.9 million and $19.3 million for 1995,
     1994 and 1993, respectively, has been charged to operations.

     Contingencies
     The Company is subject to claims which arise in the ordinary  course of its
     business and other legal  proceedings.  In the opinion of  management,  the
     amount  of  ultimate  liability  with  respect  to these  actions  will not
     materially  affect the  financial  position or results of operations of the
     Company.

     The Company has settled the majority of outstanding proceedings challenging
     its rates charged for regulated cable  services.  In December 1995, the FCC
     adopted an order  approving  a  negotiated  settlement  of rate  complaints
     pending against the Company for cable  programming  service tiers ("CPSTs")
     which provided approximately $6.6 million in refunds, plus interest,  being
     given in the form of bill  credits,  to  approximately  1.3  million of the
     Company's cable  subscribers.  This FCC order resolved 160 of the Company's
     benchmark rate

                                     - 58 -

<PAGE>


COMCAST CORPORATION AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
YEARS ENDED DECEMBER 31, 1995, 1994 AND 1993 (Continued)

     cases  covering the period  September 1993 through July 1994 and 104 of the
     Company's  cost-of-service  cases for CPSTs  covering the period  September
     1993 through  December  1995.  As part of the  negotiated  settlement,  the
     Company  agreed to forego certain  inflation and external cost  adjustments
     for systems  covered by its  cost-of-service  filings for CPSTs.  The FCC's
     order has been appealed to a federal appellate court by a local franchising
     authority  whose rate  complaint  against the  Company was  resolved by the
     negotiated  settlement.  The Company  currently is seeking to justify rates
     for basic cable  services and  equipment in certain of its cable systems in
     the State of Connecticut  on the basis of a  cost-of-service  showing.  The
     State of  Connecticut  has  ordered the Company to reduce such rates and to
     make  refunds to  subscribers.  The Company has  appealed  the  Connecticut
     decision to the FCC. The  Company's  management  believes that the ultimate
     resolution  of these  pending  regulatory  matters will not have a material
     adverse  impact  on  the  Company's   financial   position  or  results  of
     operations.

10.  DISCLOSURE ABOUT FAIR VALUE OF FINANCIAL INSTRUMENTS

     The following  summary  table of the estimated  fair value of the Company's
     financial instruments is made in accordance with the provisions of SFAS No.
     107,  "Disclosures  About Fair Value of Financial  Instruments." See Note 2
     for a description of methodologies used for such disclosures.
<TABLE>
<CAPTION>
                                                      December 31, 1995                  December 31, 1994
                                                                     (Dollars in thousands)
                                                Carrying          Estimated         Carrying          Estimated
                                                 Amount          Fair Value          Amount          Fair Value
<S>                                           <C>              <C>                <C>              <C>
     Investments - Public
         companies - (see Note 4)...........    $170,096          $249,783         $216,002 (1)      $341,785 (1)
<FN>
     (1)  Excludes  publicly traded  investments  accounted for under the equity
          method.
</FN>
</TABLE>

     The Company's  long-term  debt had carrying  amounts of $7.029  billion and
     $4.993  billion  and  estimated  fair  values of $7.074  billion and $4.828
     billion as of December 31, 1995 and 1994, respectively.  The estimated fair
     value of the  Company's  publicly  traded  debt is based on  quoted  market
     prices for that debt.  Interest  rates that are currently  available to the
     Company 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.

     The estimated  liability to settle the Company's interest rate swap and cap
     agreements  was $7.7 million and $39.0  million as of December 31, 1995 and
     1994, respectively.

     The differences  between the carrying  amounts and the estimated fair value
     of the Company's  foreign exchange  forward  contracts and foreign exchange
     option contracts were not significant as of December 31, 1995 and 1994 (see
     Notes 5 and 9).

     The difference  between the proceeds  received from the sale of put options
     on the Company's  common stock (see Note 9) and the estimated fair value of
     such options was not significant as of December 31, 1995.


                                     - 59 -

<PAGE>


COMCAST CORPORATION AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
YEARS ENDED DECEMBER 31, 1995, 1994 AND 1993 (Continued)

11.  FINANCIAL DATA BY BUSINESS SEGMENT

     The following  represents  the  Company's  significant  business  segments,
     including:  "Domestic Cable  Communications,"  the most  significant of the
     Company's wired telecommunications operations;  "Electronic Retailing," the
     most  significant  of  the  Company's  content  businesses;  and  "Cellular
     Communications,"   the  most   significant   of  the   Company's   wireless
     telecommunications  operations.  The remaining  components of the Company's
     operations are not independently  significant to the Company's consolidated
     financial  position or results of  operations  and are  included  under the
     caption "Corporate and Other" (dollars in thousands).

<TABLE>
<CAPTION>
                                                   Domestic
                                                     Cable       Electronic     Cellular      Corporate
                                                Communications    Retailing  Communications   and Other(1)   Total
<S>                                              <C>           <C>           <C>            <C>           <C>
   1995
   Revenues....................................   $1,454,932    $1,487,688      $374,880        $45,446    $3,362,946
   Depreciation and amortization...............      372,457        86,131       205,733         24,731       689,052
   Operating income (loss).....................      345,998       145,802       (67,923)       (94,086)      329,791
   Interest expense............................      245,555        75,301        74,669        129,202       524,727
   Assets......................................    4,531,075     2,096,381     1,352,724      1,600,128     9,580,308
   Long-term debt..............................    2,984,182       911,335       928,923      2,119,326     6,943,766
   Capital expenditures and acquisitions.......      234,584     1,337,977       306,378        130,058     2,008,997
   Equity in net (losses) income of
     affiliates................................      (17,609)          265        (1,374)       (67,900)      (86,618)

   1994
   Revenues....................................   $1,065,316     $              $286,137        $23,851    $1,375,304
   Depreciation and amortization...............      229,534                      89,916         17,012       336,462
   Operating income (loss).....................      287,960                      26,413        (74,579)      239,794
   Interest expense............................      151,128                      58,556        103,793       313,477
   Assets......................................    4,504,764        84,122     1,205,047        969,051     6,762,984
   Long-term debt..............................    2,852,877                     744,538      1,213,126     4,810,541
   Capital expenditures and acquisitions.......    1,456,497                      79,719         26,316     1,562,532
   Equity in net (losses) income of
     affiliates................................       (8,259)       11,187                      (43,812)      (40,884)

   1993
   Revenues....................................   $1,092,746      $             $202,032        $43,450    $1,338,228
   Depreciation and amortization...............      240,523                      84,740         16,237       341,500
   Operating income (loss).....................      311,448                       7,403        (53,955)      264,896
   Interest expense............................      152,508                      74,421        120,519       347,448
   Assets......................................    2,436,952        69,114     1,277,619      1,164,591     4,948,276
   Long-term debt..............................    2,049,332                     689,984      1,415,514     4,154,830
   Capital expenditures and acquisitions.......      100,518                      49,531         17,662       167,711
   Equity in net losses of affiliates..........       (9,197)                                   (19,675)      (28,872)
<FN>
   (1)  Corporate and other includes  certain  elimination  entries related to
        the segments presented.
</FN>
</TABLE>

                                     - 60 -

<PAGE>



COMCAST CORPORATION AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
YEARS ENDED DECEMBER 31, 1995, 1994 and 1993 (Concluded)

12.  QUARTERLY FINANCIAL INFORMATION (UNAUDITED)

<TABLE>
<CAPTION>
                                                 First         Second           Third         Fourth          Total
                                              Quarter (2)      Quarter       Quarter (2)      Quarter         Year
                                                           (Dollars in thousands, except per share data)
<S>                                          <C>            <C>           <C>            <C>           <C>
     1995

   Revenues.................................  $663,606        $823,572       $870,249     $1,005,519      $3,362,946
   Operating income before
     depreciation and amortization (1)......   219,606         260,824        264,144        274,269       1,018,843
   Operating income (3).....................   (23,871)        117,258        116,512        119,892         329,791
   Loss before extraordinary items (3)......      (628)        (29,294)        (1,953)        (5,974)        (37,849)
   Extraordinary items......................                                   (5,407)          (677)         (6,084)
   Net loss (3).............................      (628)        (29,294)        (7,360)        (6,651)        (43,933)
   Loss per share before
     extraordinary items....................                      (.12)          (.01)          (.03)           (.16)
   Extraordinary items per share............                                     (.02)                          (.02)
   Net loss per share.......................                      (.12)          (.03)          (.03)           (.18)
   Cash dividends per share.................     .0233           .0233          .0233          .0233           .0933

   1994
   Revenues.................................  $328,703        $340,640       $345,744       $360,217      $1,375,304
   Operating income before
     depreciation and amortization (1)......   141,520         148,553        146,125        140,058         576,256
   Operating income.........................    64,275          65,304         63,310         46,905         239,794
   Loss before extraordinary items..........   (15,777)        (12,756)       (17,246)       (29,546)        (75,325)
   Extraordinary items......................   (11,580)           (123)                                      (11,703)
   Net loss.................................   (27,357)        (12,879)       (17,246)       (29,546)        (87,028)
   Loss per share before
     extraordinary items....................      (.07)           (.05)          (.07)          (.13)           (.32)
   Extraordinary items per share............      (.05)                                                         (.05)
   Net loss per share.......................      (.12)           (.05)          (.07)          (.13)           (.37)
   Cash dividends per share.................     .0233           .0233          .0233          .0233           .0933
<FN>
---------------
(1)  Operating income before  depreciation and amortization is commonly referred
     to in the Company's  businesses as "operating  cash flow."  Operating  cash
     flow is a measure of a company's  ability to  generate  cash to service its
     obligations, including debt service obligations, and to finance capital and
     other  expenditures.  In part due to the  capital  intensive  nature of the
     Company's  businesses  and the  resulting  significant  level  of  non-cash
     depreciation  and amortization  expense,  operating cash flow is frequently
     used as one of the bases for comparing the Company's businesses.  Operating
     cash flow does not purport to represent  net income or net cash provided by
     operating  activities,  as those terms are defined under generally accepted
     accounting  principles,  and should not be considered as an  alternative to
     such measurements as an indicator of the Company's performance.
(2)  Results  of  operations  for the  first  quarter  of 1994 and for the third
     quarter of 1995 were  affected  by  premiums  paid and losses  incurred  in
     connection with the redemption of certain of the Company's  debt,  shown as
     extraordinary items in the Company's consolidated statement of operations.
(3)  Results  of  operations  were  affected  by the  Cellular  Rebuild  and the
     Heritage  Transaction  in the  first  quarter  of  1995  and by the  Nextel
     Transaction in the third quarter of 1995 (see Notes 3 and 4).
</FN>
</TABLE>

                                     - 61 -

<PAGE>



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

     Not applicable.

                                    PART III

The information  called for by Item 10, Directors and Executive  Officers of the
Registrant (except for the information  regarding  executive officers called for
by Item 401 of  Regulation  S-K which is included in Part I hereof as Item 4A in
accordance with General Instruction G(3)), Item 11, Executive Compensation, Item
12, Security Ownership of Certain Beneficial Owners and Management, and Item 13,
Certain  Relationships  and  Related  Transactions,  is hereby  incorporated  by
reference to the Registrant's  definitive Proxy Statement for its Annual Meeting
of  Shareholders  presently  scheduled  to be held in June 1996,  which shall be
filed with the Securities and Exchange  Commission within 120 days of the end of
the Registrant's latest fiscal year.



                                     - 62 -

<PAGE>



                                     PART IV


ITEM 14   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............................................37
     Consolidated Balance Sheet--December 31, 1995 and 1994..................38
     Consolidated Statement of Operations--Years
       Ended December 31, 1995, 1994 and 1993................................39
     Consolidated Statement of Cash Flows--Years
       Ended December 31, 1995, 1994 and 1993................................40
     Consolidated Statement of Stockholders'
       Deficiency--Years Ended December 31, 1995, 1994 and 1993..............41
     Notes to Consolidated Financial Statements..............................42

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

          Schedule II -- Valuation and Qualifying Accounts ...................73

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

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

        2.1     Agreement  and Plan of  Merger  by and  among  The E.W.  Scripps
                Company,  Scripps Howard, Inc., and Comcast Corporation dated as
                of October 28, 1995  (incorporated  by reference to Exhibit 10.1
                to  Comcast  Corporation's  Current  Report on Form 8-K filed on
                December 19, 1995).

        2.2     Voting  Agreement  by and among  Comcast  Corporation,  The E.W.
                Scripps  Company,  Sural  Corporation  and The Edward W. Scripps
                Trust,  dated as of October 28, 1995  (incorporated by reference
                to Exhibit 10.1 to Comcast  Corporation's Current Report on Form
                8-K filed on December 19, 1995).

        3.1(a)  Amended and Restated Articles of Incorporation filed on July 24,
                1990.

        3.1(b)  Amendment to Articles of Incorporation filed on July 14, 1994.

        3.1(c)  Amendment to Restated  Articles of  Incorporation  filed on July
                12, 1995.

        3.2     Amended and  Restated  By-Laws  (incorporated  by  reference  to
                Exhibit  3(ii) to the  Company's  Annual Report on Form 10-K for
                the year ended December 31, 1993).

        4.1     Specimen  Class A  Common  Stock  Certificate  (incorporated  by
                reference  to  Exhibit  2(a)  to  the   Company's   Registration
                Statement on Form S-7 filed with the Commission on September 17,
                1980, File No. 2-69178).

        4.2     Specimen Class A Special Common Stock Certificate  (incorporated
                by reference to Exhibit 4(2) to the  Company's  Annual Report on
                Form 10-K for the year ended December 31, 1986).

        4.3(a)  Indenture  (including  form of Note),  dated as of May 15, 1983,
                between  Storer  Communications,  Inc.  and The Chase  Manhattan
                Bank, N.A., as Trustee,  relating to 10% Subordinated Debentures
                due May 2003 of Storer  Communications,  Inc.  (incorporated  by
                reference to Exhibit 4.6 to the  Registration  Statement on Form
                S-1 (File No. 2-98938) of SCI Holdings, Inc.).

        4.3(b)  First   Supplemental   Indenture,   dated   December   3,   1986
                (incorporated  by reference to Exhibit 4.5 to the Current Report
                on Form 8-K of Storer  Communications,  Inc.  dated  December 3,
                1986).

                                     - 63 -

<PAGE>



        4.4     Amended and  Restated  Indenture  dated as of June 5, 1992 among
                Comcast  Cellular  Corporation,  the Company and The Bank of New
                York,  as  Trustee,  relating  to  $500,493,000  Series A Senior
                Participating   Redeemable   Zero  Coupon  Notes  due  2000  and
                $500,493,000  Series  B  Senior  Participating  Redeemable  Zero
                Coupon Notes due 2000  (incorporated by reference to Exhibit 4.3
                to the Registration Statement on Form S-1 (File No. 33-46863) of
                Comcast Cellular Corporation).

        4.5     Indenture, dated as of October 17, 1991, between the Company and
                Morgan   Guaranty   Trust   Company  of  New  York,  as  Trustee
                (incorporated by reference to Exhibit 2 to the Company's Current
                Report on Form 8-K filed  with the  Commission  on  October  31,
                1991).

        4.6     Form of  Debenture  relating  to the  Company's  10-1/4%  Senior
                Subordinated  Debentures due 2001  (incorporated by reference to
                Exhibit  4(19) to the  Company's  Annual Report on Form 10-K for
                the year ended December 31, 1991).

        4.7     Form of Debenture relating to the Company's $300,000,000 10-5/8%
                Senior   Subordinated   Debentures  due  2012  (incorporated  by
                reference to Exhibit  4(17) to the  Company's  Annual  Report on
                Form 10-K for the year ended December 31, 1992).

        4.8     Form of Debenture relating to the Company's  $200,000,000 9-1/2%
                Senior   Subordinated   Debentures  due  2008  (incorporated  by
                reference to Exhibit  4(18) to the  Company's  Annual  Report on
                Form 10-K for the year ended December 31, 1992).

        4.9     Indenture,  dated as of February 20,  1991,  between the Company
                and Bankers Trust Company, as Trustee (incorporated by reference
                to Exhibit 4.3 to the Company's  Registration  Statement on Form
                S-3, File No. 33-32830, filed with the Commission on January 11,
                1990).

        4.10    Form of Debenture relating the Company's 3-3/8% / 5-1/2% Step-up
                Convertible  Subordinated  Debentures Due 2005  (incorporated by
                reference to Exhibit  4(14) to the  Company's  Annual  Report on
                Form 10-K for the year ended December 31, 1993).

        4.11    Form of  Debenture  relating to the  Company's  1-1/8%  Discount
                Convertible  Subordinated  Debentures Due 2007  (incorporated by
                reference to Exhibit 4 to the Company's  Current  Report on Form
                8-K filed with the Commission on November 15, 1993).

        4.12    Form of  Debenture  relating  to  Comcast  Corporation's  $250.0
                million   9-3/8%  Senior   Subordinated   Debentures   due  2005
                (incorporated   by   reference   to   Exhibit   4.1  to  Comcast
                Corporation's  Quarterly  Report  on Form  10-Q for the  quarter
                ended June 30, 1995).

        4.13    Form of  Debenture  relating  to  Comcast  Corporation's  $250.0
                million 9-1/8% Senior Subordinated Debentures due 2006.

        4.14    Indenture  dated as of November  15,  1995,  between  Comcast UK
                Cable Partners  Limited and Bank of Montreal  Trust Company,  as
                Trustee,  in  respect of  Comcast  UK Cable  Partners  Limited's
                11.20% Senior  Discount  Debentures  due 2007  (incorporated  by
                reference to Exhibit 4.1 to the  Registration  Statement on Form
                S-1 (File No. 33-96932) of Comcast UK Cable Partners Limited).

        4.14(a) Form of  Debenture  relating  to  Comcast  Corporation's  11.20%
                Senior Discount  Debentures due 2007  (incorporated by reference
                to Exhibit 4.2 to the  Registration  Statement on Form S-1 (File
                No. 33-96932) of Comcast UK Cable Partners Limited).



                                     - 64 -

<PAGE>



        10.1/*/ Credit  Agreement,  dated  as of  September  14,  1995,  between
                Comcast Cellular Communications, Inc., the banks listed therein,
                The Bank of New York,  Barclays  Bank PLC,  The Chase  Manhattan
                Bank,   N.A.,   PNC   Bank,   National   Association,   and  The
                Toronto-Dominion Bank, as Arranging Agents, and Toronto Dominion
                (Texas), Inc., as Administrative Agent.

        10.2/*/ Credit  Agreement,  dated  as of  September  19,  1995,  between
                Comcast  Holdings,  Inc.,  the banks listed  therein,  The Chase
                Manhattan Bank, N.A., as Arranging Agent, Bank of Montreal, CIBC
                Inc., The Long-term Credit Bank of Japan, Limited, Royal Bank of
                Canada and Societe Generale,  as Managing Agents,  and The Chase
                Manhattan Bank, N.A., as Administrative Agent.

        10.3*   1982 Incentive  Stock Option Plan, as amended  (incorporated  by
                reference to Exhibit  10(12) to the  Company's  Annual Report on
                Form 10-K for the year ended December 31, 1991).

        10.4(a)*1986  Amended  and  Restated  Non-Qualified  Stock  Option  Plan
                (incorporated  by reference to Exhibit  10(11) to the  Company's
                Annual  Report  on Form  10-K for the year  ended  December  31,
                1991).

        10.4(b)*Amendment  to  1986  Non-Qualified   Stock  Option  Plan,  dated
                September 16, 1994 (incorporated by reference to Exhibit 10.5(b)
                to Comcast Corporation's Annual Report on Form 10-K for the year
                ended December 31, 1994).

        10.5(a)*Comcast  Corporation  1987 Stock  Option  Plan,  as amended  and
                restated  (incorporated  by  reference  to  Exhibit  99  to  the
                Company's  Registration  Statement on Form S-8 filed on December
                16, 1994).

        10.5(b)*Amendment to 1987 Stock Option Plan,  dated  September  16, 1994
                (incorporated   by  reference  to  Exhibit  10.6(b)  to  Comcast
                Corporation's  Annual  Report  on Form  10-K for the year  ended
                December 31, 1994).

        10.6    The Comcast Corporation  Retirement-Investment  Plan, as amended
                and  restated   effective   January  1,  1993  (revised  through
                September 30, 1995)  (incorporated  by reference to Exhibit 10.1
                to Form S-8 of Comcast Corporation filed on October 5, 1995).

        10.7*   Amended and Restated Deferred  Compensation  Plan, dated January
                1, 1995  (incorporated  by  reference to Exhibit 10.8 to Comcast
                Corporation's  Annual  Report  on Form  10-K for the year  ended
                December 31, 1994).

        10.8*   1990  Restricted  Stock Plan, as amended and restated  effective
                December 13, 1995.

        10.9*   1992  Executive  Split Dollar  Insurance Plan  (incorporated  by
                reference to Exhibit  10(12) to the  Company's  Annual Report on
                Form 10-K for the year ended December 31, 1992).

        10.10*  Form of  Compensation  and Deferred  Compensation  Agreement and
                Stock Appreciation Bonus Plan for Ralph J. Roberts (incorporated
                by reference to Exhibit 10(13) to the Company's Annual Report on
                Form 10-K for the year ended December 31, 1993).

        10.11   Defined  Contribution  Plans  Master  Trust  Agreement,  between
                Comcast  Corporation  and State  Street  Bank and Trust  Company
                (incorporated  by  reference  to  Exhibit  10.2 to  Form  S-8 of
                Comcast Corporation filed on October 5, 1995).

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


                *       Constitutes a management  contract or compensatory  plan
                        or arrangement.

                /*/     Pursuant to Item  601(b)(4)(iii)(A)  of Regulation  S-K,
                        the   Registrant   agrees  to  furnish  a  copy  of  the
                        referenced agreement to the Commission upon request.

                                     - 65 -

<PAGE>



        10.12   Tax  Sharing  Agreement,  dated as of  December  2, 1992,  among
                Storer  Communications,  Inc.,  TKR Cable I, Inc., TKR Cable II,
                Inc.,  TKR  Cable  III,  Inc.,  Tele-Communications,  Inc.,  the
                Company  and  each  of  the  Departing   Subsidiaries  that  are
                signatories  thereto  (incorporated by reference to Exhibit 4 to
                the  Company's  Current  Report  on  Form  8-K  filed  with  the
                Commission  on  December  17,  1992,  as amended by Form 8 filed
                January 8, 1993).

        10.13(a)Credit  Agreement,  dated as of December 2, 1992,  among Comcast
                Storer,  Inc. and The Bank of New York, The Bank of Nova Scotia,
                Canadian  Imperial Bank of Commerce,  The Chase  Manhattan  Bank
                (National  Association),  Chemical Bank,  LTCB Trust Company and
                The Toronto- Dominion Bank, as managing agents,  and The Bank of
                New York, as administrative  agent (incorporated by reference to
                Exhibit 5 to the Company's Current Report on Form 8-K filed with
                the  Commission on December 17, 1992, as amended by Form 8 filed
                January 8, 1993).

    10.13(b)/*/ Amendment  No. 1, dated as of  November  30,  1994,  to the
                Credit  Agreement  dated as of December 2, 1992,  among  Comcast
                Storer,  Inc., the banks named therein and The Bank of New York,
                as administrative agent.

    10.13(c)/*/ Amendment  No. 2, dated as of  December  13,  1995,  to the
                Credit Agreement dated as of December 2, 1992, as amended, among
                Comcast  Storer,  Inc.,  the banks named therein and The Bank of
                New York, as administrative agent.

    10.13(d)/*/ Amendment  No. 3 and Waiver,  dated as of February 29, 1996,  to
                the Credit  Agreement  dated as of December 2, 1992, as amended,
                among Comcast Storer, Inc., the banks named therein and The Bank
                of New York, as administrative agent.

        10.14   Note Purchase  Agreement,  dated as of November 15, 1992,  among
                Comcast  Storer,  Inc.,  Storer  Communications,  Inc.,  Comcast
                Storer Finance Sub, Inc. and each of the  respective  purchasers
                named  therein  (incorporated  by  reference to Exhibit 6 to the
                Company's  Current  Report on Form 8-K filed with the Commission
                on  December  17,  1992,  as amended by Form 8 filed  January 8,
                1993).

        10.15   Payment  Agreement,  dated December 2, 1992,  among the Company,
                Comcast Storer, Inc., SCI Holdings, Inc., Storer Communications,
                Inc. and each of the Remaining Subsidiaries that are signatories
                thereto (incorporated by reference to Exhibit 7 to the Company's
                Current Report on Form 8-K filed with the Commission on December
                17, 1992, as amended by Form 8 filed January 8, 1993).

        10.16   Intercreditor  and  Collateral  Agency  Agreement,  dated  as of
                December 2, 1992,  among  Comcast  Storer,  Inc.,  Comcast Cable
                Communications,  Inc.,  Storer  Communications,  Inc., the banks
                party to the Credit  Agreement dated as of December 2, 1992, the
                purchasers  of the Senior Notes under the separate Note Purchase
                Agreements  each  dated as of  November  15,  1992,  the  Senior
                Lenders  (as  defined  therein)  and  The  Bank  of New  York as
                collateral  agent  for  the  Senior  Lenders   (incorporated  by
                reference to Exhibit 8 to the Company's  Current  Report on Form
                8-K filed with the  Commission  on December 17, 1992, as amended
                by Form 8 filed January 8, 1993).

        10.17   Tax  Sharing  Agreement,  dated  December  2, 1992,  between the
                Company and Comcast Storer,  Inc.  (incorporated by reference to
                Exhibit 9 to the Company's Current Report on Form 8-K filed with
                the  Commission on December 17, 1992, as amended by Form 8 filed
                January 8, 1993).


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


                /*/     Pursuant to Item  601(b)(4)(iii)(A)  of Regulation  S-K,
                        the   Registrant   agrees  to  furnish  a  copy  of  the
                        referenced agreement to the Commission upon request.

                                     - 66 -

<PAGE>



        10.18   Pledge Agreement,  dated as of December 2, 1992, between Comcast
                Cable   Communications,   Inc.   and  The   Bank  of  New   York
                (incorporated  by  reference  to  Exhibit  10 to  the  Company's
                Current Report on Form 8-K filed with the Commission on December
                17, 1992, as amended by Form 8 filed January 8, 1993).

        10.19   Pledge Agreement,  dated as of December 2, 1992, between Comcast
                Storer, Inc. and The Bank of New York (incorporated by reference
                to Exhibit 11 to the Company's Current Report on Form 8- K filed
                with the  Commission  on December 17, 1992, as amended by Form 8
                filed January 8, 1993).

        10.20   Pledge Agreement,  dated as of December 2, 1992,  between Storer
                Communications,  Inc. and The Bank of New York  (incorporated by
                reference to Exhibit 12 to the Company's  Current Report on Form
                8-K filed with the  Commission  on December 17, 1992, as amended
                by Form 8 filed January 8, 1993).

        10.21   Note Pledge  Agreement,  dated as of  December 2, 1992,  between
                Comcast Storer,  Inc. and The Bank of New York  (incorporated by
                reference to Exhibit 13 to the Company's  Current Report on Form
                8-K filed with the  Commission  on December 17, 1992, as amended
                by Form 8 filed January 8, 1993).

        10.22   Guaranty Agreement, dated as of December 2, 1992, between Storer
                Communications,  Inc. and The Bank of New York  (incorporated by
                reference to Exhibit 14 to the Company's  Current Report on Form
                8-K filed with the  Commission  on December 17, 1992, as amended
                by Form 8 filed January 8, 1993).

        10.23   Guaranty  Agreement,  dated  as of  December  2,  1992,  between
                Comcast  Storer  Finance  Sub,  Inc.  and The  Bank of New  York
                (incorporated  by  reference  to  Exhibit  15 to  the  Company's
                Current Report on Form 8-K filed with the Commission on December
                17, 1992, as amended by Form 8 filed January 8, 1993).

        10.24(a)Stock Purchase  Agreement,  dated September 14, 1992,  among the
                Company, Comcast FCI, Inc. and Fleet Call, Inc. (incorporated by
                reference  to  Exhibit  A to  Amendment  No. 1 to the  Company's
                Schedule  13D dated  September  22,  1992 filed with  respect to
                Fleet Call, Inc.).

        10.24(b)Letter  Agreement,   dated  October  28,  1992,  amending  Stock
                Purchase  Agreement  (incorporated  by reference to Exhibit L to
                Amendment No. 2 to the Company's Schedule 13D dated February 23,
                1993 filed with respect to Fleet Call, Inc.).

        10.24(c)Letter  Agreement,  dated  November  24,  1992,  amending  Stock
                Purchase  Agreement  (incorporated  by reference to Exhibit M to
                Amendment No. 2 to the Company's Schedule 13D dated February 23,
                1993 filed with respect to Fleet Call, Inc.).

        10.24(d)Notice,  dated February 15, 1993,  from Fleet Call,  Inc. to the
                Company pursuant to the Stock Purchase  Agreement  (incorporated
                by reference to Exhibit N to  Amendment  No. 2 to the  Company's
                Schedule 13D dated February 23, 1993 filed with respect to Fleet
                Call, Inc.).

        10.24(e)Acknowledgement,  dated  February 15,  1993,  among the Company,
                Comcast  FCI,  Inc.  and  Fleet  Call,  Inc.   (incorporated  by
                reference  to  Exhibit  O to  Amendment  No. 2 to the  Company's
                Schedule 13D dated February 23, 1993 filed with respect to Fleet
                Call, Inc.).

        10.24(f)Letter  Agreement,  dated February 15, 1993,  amending the Stock
                Purchase  Agreement  (incorporated  by reference to Exhibit P to
                Amendment No. 2 to the Company's Schedule 13D dated February 23,
                1993 filed with respect to Fleet Call, Inc.).



                                     - 67 -

<PAGE>



        10.24(g)Letter  Agreement,  dated  July 22,  1993,  among  the  Company,
                Comcast FCI,  Inc.  and Nextel  Communications,  Inc.  (formerly
                Fleet Call,  Inc.)  (incorporated  by  reference to Exhibit A to
                Amendment No. 3 to Schedule 13D dated July 27, 1993 filed by the
                Company with respect to Nextel Communications, Inc.).

        10.24(h)Amendment,  dated August 4, 1994,  to Stock  Purchase  Agreement
                dated  as of  September  14,  1992  among  Comcast  Corporation,
                Comcast FCI, Inc. and Nextel Communications,  Inc. (incorporated
                by reference to Exhibit C to Amendment No. 7 to the Schedule 13D
                of  Comcast  Corporation  relating  to  common  stock of  Nextel
                Communications, Inc. filed on August 9, 1994).

        10.24(i)Amendment   to  Stock   Purchase   Agreement   between   Comcast
                Corporation, Comcast FCI, Inc. and Nextel Communications,  Inc.,
                dated as of April 3, 1995  (incorporated by reference to Exhibit
                5.4 to Comcast Corporation's Current Report on Form 8-K filed on
                April 13, 1995).

        10.25   Option Agreement,  dated September 14, 1992, between Fleet Call,
                Inc. and Comcast FCI, Inc. (incorporated by reference to Exhibit
                B to  Amendment  No.  1 to  the  Company's  Schedule  13D  dated
                September 22, 1992 filed with respect to Fleet Call, Inc.).

        10.26   Stockholders' Voting Agreement,  dated September 14, 1992, among
                Comcast  FCI,   Inc.  and  the  other   parties   named  therein
                (incorporated  by reference  to Exhibit E to Amendment  No. 1 to
                the Company's  Schedule 13D dated  September 22, 1992 filed with
                respect to Fleet Call, Inc.).

        10.27(a)Share Purchase  Agreement,  dated June 18, 1994, between Comcast
                Corporation  and Rogers  Communications  Inc.  (incorporated  by
                reference to Exhibit 10(3) to the Company's  Quarterly Report on
                Form 10-Q for the quarter ended June 30, 1994).

        10.27(b)First  Amendment  to  Share  Purchase  Agreement,  dated  as  of
                December 22, 1994, by and between Comcast Corporation and Rogers
                Communications  Inc., to the Share Purchase Agreement dated June
                18,  1994  (incorporated  by  reference  to Exhibit  10.9 to the
                Company's Current Report on Form 8-K filed on January 6, 1995).

        10.28(a)Agreement  and Plan of  Merger,  dated  August  4,  1994,  among
                Comcast Corporation, Liberty Media Corporation, Comcast QMerger,
                Inc. and QVC, Inc.  (incorporated  by reference to Exhibit 99.49
                to Amendment  No. 21 to the Schedule 13D of Comcast  Corporation
                relating to common stock of QVC, Inc. filed on August 8, 1994).

        10.28(b)First  Amendment  to Agreement  and Plan of Merger,  dated as of
                February 3, 1995,  (incorporated by reference to Exhibit (c)(35)
                to Amendment  No. 17 to the Tender  Offer  Statement on Schedule
                14D-1  filed with the  Securities  and  Exchange  Commission  on
                February  6, 1995 by QVC  Programming  Holdings,  Inc.,  Comcast
                Corporation  and  Tele-Communications,  Inc. with respect to the
                tender offer for all outstanding shares of QVC, Inc.).

        10.29   Amended  and  Restated  Stockholders  Agreement,   dated  as  of
                February 9, 1995, among Comcast Corporation,  Comcast QVC, Inc.,
                QVC Programming Holdings,  Inc., Liberty Media Corporation,  QVC
                Investment,   Inc.  and  Liberty  QVC,  Inc.   (incorporated  by
                reference  to Exhibit  10.5 to Comcast  Corporation's  Quarterly
                Report on Form 10-Q for the quarter ended March 31, 1995).

        10.30   Credit Agreement, dated as of February 15, 1995, among QVC, Inc.
                and the Banks  listed  therein  (incorporated  by  reference  to
                Exhibit (b)(6) to Amendment No. 21 to the Tender Offer Statement
                on  Schedule  14D-1  filed  with  the  Securities  and  Exchange
                Commission  on February  17, 1995 by QVC  Programming  Holdings,
                Inc.,  Comcast  Corporation and  Tele-Communications,  Inc. with
                respect to the tender offer for all  outstanding  shares of QVC,
                Inc.).



                                     - 68 -

<PAGE>


        10.31   Credit Agreement,  dated as of September 14, 1994, among Comcast
                Cable  Tri-Holdings,  Inc.,  The  Bank of New  York,  The  Chase
                Manhattan  Bank  (National  Association),   PNC  Bank,  National
                Association,  as Managing  Agents,  and the Bank of New York, as
                Administrative  Agent, and the banks named therein (incorporated
                by reference to Exhibit 10.3 to the Current  Report on Form 8- K
                of the Company filed on November 2, 1994).

        10.32   Comcast  MHCP  Holdings,  L.L.C.  Amended and  Restated  Limited
                Liability  Company  Agreement,  dated as of December  18,  1994,
                among Comcast Cable Communications,  Inc., The California Public
                Employees'  Retirement System and, for certain limited purposes,
                Comcast  Corporation  (incorporated by reference to Exhibit 10.1
                to the Company's  Current Report on Form 8-K filed on January 6,
                1995).

        10.33   Credit  Agreement,  dated as of December 22, 1994, among Comcast
                MH Holdings, Inc., the banks listed therein, The Chase Manhattan
                Bank (National Association),  NationsBank of Texas, N.A. and the
                Toronto-Dominion  Bank,  as  Arranging  Agents,  The Bank of New
                York,  The  Bank  of  Nova  Scotia,  Canadian  Imperial  Bank of
                Commerce  and Morgan  Guaranty  Trust  Company  of New York,  as
                Managing   Agents   and   NationsBank   of   Texas,   N.A.,   as
                Administrative  Agent (incorporated by reference to Exhibit 10.2
                to the Company's  Current Report on Form 8-K filed on January 6,
                1995).

        10.34   Pledge Agreement, dated as of December 22, 1994, between Comcast
                MH Holdings, Inc. and NationsBank of Texas, N.A., as the secured
                party   (incorporated  by  reference  to  Exhibit  10.3  to  the
                Company's Current Report on Form 8-K filed on January 6, 1995).

        10.35   Pledge Agreement, dated as of December 22, 1994, between Comcast
                Communications Properties,  Inc. and NationsBank of Texas, N.A.,
                as the Secured Party  (incorporated by reference to Exhibit 10.4
                to the Company's  Current Report on Form 8-K filed on January 6,
                1995).

        10.36   Affiliate  Subordination  Agreement (as the same may be amended,
                modified,  supplemented,  waived, extended or restated from time
                to time, this "Agreement"), dated as of December 22, 1994, among
                Comcast   Corporation,   Comcast   MH   Holdings,   Inc.,   (the
                "Borrower"),  any  affiliate  of the  Borrower  that  shall have
                become a party  thereto  and  NationsBank  of  Texas,  N.A.,  as
                Administrative  Agent  under the  Credit  Agreement  dated as of
                December 22, 1994, among the Borrower, the Banks listed therein,
                The Chase Manhattan Bank (National Association),  NationsBank of
                Texas, N.A. and The Toronto-Dominion  Bank, as Arranging Agents,
                The Bank of New York, The Bank of Nova Scotia, Canadian Imperial
                Bank of Commerce and Morgan  Guaranty Trust Company of New York,
                as Managing Agents, and the Administrative  Agent  (incorporated
                by reference to Exhibit 10.5 to the Company's  Current Report on
                Form 8-K filed on January 6, 1995).

        10.37   Registration Rights and Price Protection Agreement,  dated as of
                December 22, 1994, by and between  Comcast  Corporation  and The
                California Public Employees'  Retirement System (incorporated by
                reference to Exhibit  10.8 to the  Company's  Current  Report on
                Form 8-K filed on January 6, 1995).

        10.38   Amended  and  Restated  Agreement  of  Limited   Partnership  of
                MajorCo,  L.P.,  a  Delaware  Limited  Partnership,  dated as of
                January 31,  1996,  among  Sprint  Spectrum,  L.P.,  TCI Network
                Services,   Comcast   Telephony   Services  and  Cox   Telephony
                Partnership  (incorporated  by reference to Exhibit 1 to Comcast
                Corporation's  Current  Report on Form 8-K filed on February 12,
                1996).

        10.39   Parents Agreement, dated as of January 31, 1996, between Comcast
                Corporation and Sprint Corporation (incorporated by reference to
                Exhibit 3 to Comcast  Corporation's  Current  Report on Form 8-K
                filed on February 12, 1996).



                                     - 69 -

<PAGE>



        10.40   Agreement of Limited  Partnership  of MinorCo,  L.P., a Delaware
                Limited  Partnership,  dated as of March 28, 1995,  among Sprint
                Spectrum, L.P., TCI Network Services, Comcast Telephony Services
                and Cox  Telephony  Partnership  (incorporated  by  reference to
                Exhibit 5.3 to Comcast  Corporation's Current Report on Form 8-K
                filed on April 13, 1995).

        21      List of Subsidiaries.

        23.1    Consent of Deloitte & Touche LLP

        23.2    Consents of Arthur Andersen LLP

        23.3    Consent of KPMG Peat Marwick LLP

        27      Financial Data Schedule.

        99.1    Report of  Independent  Public  Accountants  to QVC, Inc., as of
                December 31, 1995 and for the eleven-month period then ended.

        99.2    Report  of  Independent   Public  Accountants  to  Garden  State
                Cablevision  L.P.,  as of December 31, 1994 and 1993 and for the
                years then ended.

        99.3    Report   of   Independent    Public   Accountants   to   Comcast
                International  Holdings,  Inc., as of December 31, 1994 and 1993
                and for the years  then  ended  (incorporated  by  reference  to
                Exhibit 99.3 to Comcast Corporation's Annual Report on Form 10-K
                for the year ended December 31, 1994).

     (c)  Reports on Form 8-K

        (i)     Comcast  Corporation  filed a  Current  Report on Form 8-K under
                Item 5 on  November  7,  1995  relating  its  October  29,  1995
                announcement  of its agreement to purchase the cable  television
                operations of The E.W. Scripps Company.

        (ii)    Comcast  Corporation  filed a  Current  Report on Form 8-K under
                Item 5 on December 19, 1995  relating its  agreement to purchase
                the cable  television  operations of The E.W.  Scripps  Company,
                which  included  Comcast   Corporation's   Unaudited  Pro  Forma
                Condensed  Consolidated  Financial  Statements  and the Combined
                Financial   Statements  of  The  E.W.   Scripps   Company  Cable
                Television Division.

                                     - 70 -

<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 1, 1996.

                                            Comcast Corporation



                                            By: /s/ Brian L. Roberts
                                               ---------------------------------
                                               Brian L. Roberts
                                               President 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/ Ralph J. Roberts
----------------------------
Ralph J. Roberts                       Chairman of the Board of                March 1, 1996
                                       Directors; Director

/s/ Julian A. Brodsky
----------------------------
Julian A. Brodsky                      Vice Chairman of the Board of           March 1, 1996
                                       Directors; Director

/s/ Brian L. Roberts
----------------------------
Brian L. Roberts                       President; Director (Principal          March 1, 1996
                                       Executive Officer)

/s/ Lawrence S. Smith
----------------------------
Lawrence S. Smith                      Executive Vice President                March 1, 1996
                                       (Principal Accounting Officer)

/s/ John R. Alchin
 ----------------------------
John R. Alchin                         Senior Vice President, Treasurer        March 1, 1996
                                       (Principal Financial Officer)

/s/ Daniel Aaron
----------------------------
Daniel Aaron                           Director                                March 1, 1996

/s/ Gustave G. Amsterdam
----------------------------
Gustave G. Amsterdam                   Director                                March 1, 1996

/s/ Sheldon M. Bonovitz
----------------------------
Sheldon M. Bonovitz                    Director                                March 1, 1996

/s/ Joseph L. Castle II
----------------------------
Joseph L. Castle II                    Director                                March 1, 1996
</TABLE>


                                     - 71 -

<PAGE>


<TABLE>
<CAPTION>
SIGNATURE                              TITLE                                   DATE
<S>                                <C>                                     <C> 
/s/ Bernard C. Watson
----------------------------
Bernard C. Watson                      Director                                March 1, 1996

/s/ Irving A. Wechsler
----------------------------
Irving A. Wechsler                     Director                                March 1, 1996

/s/ Anne Wexler
----------------------------
Anne Wexler                            Director                                March 1, 1996
</TABLE>


                                     - 72 -

<PAGE>



                      COMCAST CORPORATION AND SUBSIDIARIES

                 SCHEDULE II - VALUATION AND QUALIFYING ACCOUNTS

                  YEARS ENDED DECEMBER 31, 1995, 1994 AND 1993

                             (Dollars in thousands)

<TABLE>
<CAPTION>
                                                                                     Additions
                                                      Balance at       Effect of     Charged to     Deductions       Balance
                                                      Beginning          QVC         Costs and        from            at End
                                                       of Year       Acquisition      Expenses      Reserves(A)      of Year
<S>                                                <C>                <C>            <C>            <C>            <C>
Allowance for Doubtful Accounts

       1995                                             $11,272         $57,835        $51,434        $39,268         $81,273

       1994                                              11,792                         21,321         21,841          11,272

       1993                                               9,817                         20,427         18,452          11,792

Allowance for Obsolete
     Electronic Retailing Inventories

       1995                                             $               $18,396        $28,364        $18,298         $28,462

<FN>

(A)  Uncollectible accounts and obsolete inventory written off.
</FN>
</TABLE>


                                     - 73 -

<PAGE>


                                INDEX TO EXHIBITS
 Exhibit
  Number                            Exhibit

  3.1(a)       Amended and Restated Articles of Incorporation  filed on July 24,
               1990.

  3.1(b)       Amendment to Articles of Incorporation filed on July 14, 1994.

  3.1(c)       Amendment to Restated Articles of Incorporation filed on July 12,
               1995.

  4.13         Form  of  Debenture  relating  to  Comcast  Corporation's  $250.0
               million 9-1/8% Senior Subordinated Debentures due 2006.

  10.1/*/      Credit Agreement, dated as of September 14, 1995, between Comcast
               Cellular Communications, Inc., the banks listed therein, The Bank
               of New York,  Barclays Bank PLC, The Chase Manhattan Bank,  N.A.,
               PNC Bank, National Association, and The Toronto-Dominion Bank, as
               Arranging  Agents,   and  Toronto  Dominion  (Texas),   Inc.,  as
               Administrative Agent.

  10.2/*/      Credit Agreement, dated as of September 19, 1995, between Comcast
               Holdings,  Inc., the banks listed  therein,  The Chase  Manhattan
               Bank, N.A., as Arranging Agent, Bank of Montreal,  CIBC Inc., The
               Long-term Credit Bank of Japan, Limited, Royal Bank of Canada and
               Societe  Generale,  as Managing  Agents,  and The Chase Manhattan
               Bank, N.A., as Administrative Agent.

  10.8*        1990  Restricted  Stock Plan,  as amended and restated  effective
               December 13, 1995.

  10.13(b)/*/  Amendment  No. 1, dated as of November  30,  1994,  to the Credit
               Agreement  dated as of December 2, 1992,  among  Comcast  Storer,
               Inc.,  the  banks  named  therein  and The Bank of New  York,  as
               administrative agent.

  10.13(c)/*/  Amendment  No. 2, dated as of December  13,  1995,  to the Credit
               Agreement dated as of December 2, 1992, as amended, among Comcast
               Storer,  Inc.,  the banks named therein and The Bank of New York,
               as administrative agent.

  10.13(d)/*/  Amendment No. 3 and Waiver, dated as of February 29, 1996, to the
               Credit Agreement dated as of December 2, 1992, as amended,  among
               Comcast Storer, Inc., the banks named therein and The Bank of New
               York, as administrative agent.

  21           List of Subsidiaries.

  23.1         Consent of Deloitte & Touche LLP

  23.2         Consents of Arthur Andersen LLP

  23.3         Consent of KPMG Peat Marwick LLP

  27           Financial Data Schedule.

  99.1         Report of  Independent  Public  Accountants  to QVC,  Inc., as of
               December 31, 1995 and for the eleven-month period then ended.

  99.2         Report  of  Independent   Public   Accountants  to  Garden  State
               Cablevision  L.P.,  as of December  31, 1994 and 1993 and for the
               years then ended.

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

     *    Constitutes a management contract or compensatory plan or arrangement.

     /*/  Pursuant to Item  601(b)(4)(iii)(A)  of Regulation S-K, the Registrant
          agrees to furnish a copy of the referenced agreement to the Commission
          upon request

                                     - 74 -