UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                   FORM 10-Q
(Mark One)
(X)  Quarterly Report pursuant to Section 13 or 15(d) of the Securities Exchange
     Act of 1934 for the Quarterly Period Ended:

                                  JUNE 30, 2003

                                       OR

( )  Transition  Report  pursuant  to  Section  13 or  15(d)  of the  Securities
     Exchange Act of 1934 for the Transition Period from ________ to ________.

                        Commission File Number 001-15471

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

       PENNSYLVANIA                                          23-1709202
--------------------------------------------------------------------------------

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

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

Registrant's telephone number, including area code:  (215) 665-1700

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

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  twelve months (or for such shorter period that the registrant was
required to file such  reports),  and (2) has been subject to such  requirements
for the past 90 days.

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

Indicate  by check mark  whether  the  registrant  is an  accelerated  filer (as
defined in Rule 12-b2 of the Exchange Act).  Yes                      No X
                                                 -----                  ----

As of June 30,  2003,  there  were  21,591,115  shares of Class A Common  Stock,
916,198,519 shares of Class A Special Common Stock and 9,444,375 shares of Class
B Common Stock outstanding.

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

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



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                                         COMCAST HOLDINGS CORPORATION AND SUBSIDIARIES
                                                           FORM 10-Q
                                                  QUARTER ENDED JUNE 30, 2003
                                                       TABLE OF CONTENTS
                                                                                                       Page Number
                                                                                                       -----------
<S>                                                                                                        <C>
PART I.    FINANCIAL INFORMATION

           ITEM 1.    Financial Statements

                      Condensed Consolidated Balance Sheet as of June 30, 2003
                      and December 31, 2002 (Unaudited)......................................................2
                      Condensed Consolidated Statement of Operations for the Three and Six Months
                      Ended June 30, 2003 and 2002 (Unaudited)...............................................3
                      Condensed Consolidated Statement of Cash Flows for the Six Months
                      Ended June 30, 2003 and 2002 (Unaudited)...............................................4
                      Notes to Condensed Consolidated Financial Statements (Unaudited).......................5
           ITEM 2.    Management's Discussion and Analysis of Financial Condition
                      and Results of Operations.............................................................18
           ITEM 4.    Controls and Procedures...............................................................24
PART II.   OTHER INFORMATION

           ITEM 1.    Legal Proceedings.....................................................................24
           ITEM 6.    Exhibits and Reports on Form 8-K......................................................24
           SIGNATURES.......................................................................................25
</TABLE>
                                          -----------------------------------

     This  Quarterly  Report on Form 10-Q is for the three and six months  ended
June 30, 2003.  This Quarterly  Report  modifies and supersedes  documents filed
prior to this  Quarterly  Report.  Information  that we file with the SEC in the
future will  automatically  update and supersede  information  contained in this
Quarterly  Report.  In this Quarterly  Report,  "Comcast  Holdings," "we," "us,"
"our"  and  the  "Company"  refer  to  Comcast  Holdings   Corporation  and  its
subsidiaries, and "Comcast" refers to Comcast Corporation.

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

Factors Affecting Future Operations

     As more fully described  elsewhere in this Quarterly  Report,  in July 2003
we, Comcast and Liberty Media Corporation  entered into an agreement pursuant to
which Liberty will purchase our approximate 57% interest in QVC in a transaction
we expect to close by the end of 2003.

     In addition, factors that may cause our actual results to differ materially
from any of our  forward-looking  statements  presented in this Quarterly Report
include, but are not limited to:

o    changes in laws and regulations,
o    changes in the competitive environment,
o    changes in technology,
o    industry consolidation and mergers,
o    franchise related matters,
o    market  conditions that may adversely  affect the  availability of debt and
     equity  financing  for  working  capital,  capital  expenditures  or  other
     purposes,
o    demand for the  programming  content we  distribute or the  willingness  of
     other video program distributors to carry our content, and
o    general economic conditions.




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                  COMCAST HOLDINGS CORPORATION AND SUBSIDIARIES
                                    FORM 10-Q
                           QUARTER ENDED JUNE 30, 2003

PART I. FINANCIAL INFORMATION
        ---------------------

ITEM 1. FINANCIAL STATEMENTS

                                        CONDENSED CONSOLIDATED BALANCE SHEET
                                                     (Unaudited)

                                                                                (Dollars in millions, except share data)
                                                                                   June 30,        December 31,
                                                                                     2003             2002
                                                                                   ---------       -----------
<S>                                                                                   <C>                 <C>
ASSETS
------
CURRENT ASSETS
   Cash and cash equivalents..................................................        $1,298              $676
   Investments................................................................           179               525
   Accounts receivable, less allowance for doubtful accounts of $164  and $160           959             1,015
   Inventories, net...........................................................           506               479
   Deferred income taxes......................................................           137               129
   Due from affiliates........................................................           317
   Other current assets.......................................................           176               153
                                                                                   ---------       -----------
       Total current assets...................................................         3,572             2,977
                                                                                   ---------       -----------
NOTE RECEIVABLE FROM AFFILIATE................................................           198               191
INVESTMENTS...................................................................           694               627
PROPERTY AND EQUIPMENT, net of accumulated depreciation of $4,174  and  $3,604         6,902             6,916
FRANCHISE RIGHTS..............................................................        16,631            16,611
GOODWILL......................................................................         6,446             6,446
OTHER INTANGIBLE ASSETS, net of accumulated amortization of $1,103  and $975..         1,388             1,481
OTHER NONCURRENT ASSETS, net..................................................           362               440
                                                                                   ---------       -----------
                                                                                     $36,193           $35,689
                                                                                   =========       ===========
LIABILITIES AND STOCKHOLDERS' EQUITY
------------------------------------
CURRENT LIABILITIES
   Accounts payable...........................................................          $662              $792
   Accrued expenses and other current liabilities.............................         1,909             1,874
   Due to affiliates..........................................................                              76
   Deferred income taxes......................................................            45                46
   Current portion of long-term debt..........................................           378                23
                                                                                   ---------       -----------
       Total current liabilities..............................................         2,994             2,811
                                                                                   ---------       -----------
LONG-TERM DEBT, less current portion..........................................         8,108             9,257
                                                                                   ---------       -----------
NOTES PAYABLE TO AFFILIATES...................................................           565                22
                                                                                   ---------       -----------
DEFERRED INCOME TAXES.........................................................         7,016             6,836
                                                                                   ---------       -----------
OTHER NONCURRENT LIABILITIES..................................................         1,107             1,265
                                                                                   ---------       -----------
MINORITY INTEREST.............................................................         1,267             1,133
                                                                                   ---------       -----------
COMMITMENTS AND CONTINGENCIES (NOTE 9)
STOCKHOLDERS' EQUITY
   Preferred stock - authorized 20,000,000 shares; issued, zero...............
   Class A common stock, $1.00 par value - authorized,
     200,000,000 shares; issued, 21,591,115 ..................................            22                22
   Class A special common stock, $1.00 par value - authorized,
     2,500,000,000 shares; issued 916,198,519.................................           916               916
   Class B common stock, $1.00 par value - authorized, 50,000,000
   shares; issued, 9,444,375 ................................................              9                 9
   Additional capital.........................................................        12,273            11,818
   Retained earnings..........................................................         1,913             1,595
   Accumulated other comprehensive income.....................................             3                 5
                                                                                   ---------       -----------
       Total stockholders' equity.............................................        15,136            14,365
                                                                                   ---------       -----------
                                                                                     $36,193           $35,689
                                                                                   =========       ===========
See notes to condensed consolidated financial statements.

                                        2
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                                     COMCAST HOLDINGS CORPORATION AND SUBSIDIARIES
                                                       FORM 10-Q
                                              QUARTER ENDED JUNE 30, 2003
                                    CONDENSED CONSOLIDATED STATEMENT OF OPERATIONS
                                                      (Unaudited)



                                                                                      (Dollars in millions)
                                                                             Three Months Ended     Six Months Ended
                                                                                  June 30,              June 30,
                                                                              2003       2002       2003       2002
                                                                            ---------  ---------  ---------  ---------
<S>                                                                            <C>        <C>        <C>        <C>
REVENUES
    Service revenues.......................................................    $1,927     $1,714     $3,802     $3,393
    Net sales from electronic retailing....................................     1,101        990      2,163      1,978
                                                                            ---------  ---------  ---------  ---------
                                                                                3,028      2,704      5,965      5,371
                                                                            ---------  ---------  ---------  ---------
COSTS AND EXPENSES
    Operating (excluding depreciation).....................................       793        722      1,637      1,465
    Cost of goods sold from electronic retailing (excluding depreciation)..       697        626      1,370      1,255
    Selling, general and administrative....................................       551        490      1,079        977
    Depreciation...........................................................       350        342        673        676
    Amortization...........................................................        56         46        113         99
                                                                            ---------  ---------  ---------  ---------
                                                                                2,447      2,226      4,872      4,472
                                                                            ---------  ---------  ---------  ---------
OPERATING INCOME...........................................................       581        478      1,093        899
OTHER INCOME (EXPENSE)
    Interest expense.......................................................      (170)      (182)      (342)      (369)
    Investment income (loss), net..........................................        29       (459)        (6)      (707)
    Equity in net losses of affiliates.....................................       (21)       (44)       (34)       (49)
    Other income (expense).................................................         3          9          2        (14)
                                                                            ---------  ---------  ---------  ---------
                                                                                 (159)      (676)      (380)    (1,139)
                                                                            ---------  ---------  ---------  ---------

INCOME (LOSS) BEFORE INCOME TAXES AND MINORITY INTEREST....................       422       (198)       713       (240)
INCOME TAX (EXPENSE) BENEFIT...............................................      (148)        33       (269)        30
                                                                            ---------  ---------  ---------  ---------
INCOME (LOSS) BEFORE MINORITY INTEREST.....................................       274       (165)       444       (210)
MINORITY INTEREST..........................................................       (71)       (45)      (126)       (89)
                                                                            ---------  ---------  ---------  ---------
NET INCOME (LOSS)..........................................................      $203      ($210)      $318      ($299)
                                                                            =========  =========  =========  =========

See notes to condensed consolidated financial statements.

                                        3
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                                  COMCAST HOLDINGS CORPORATION AND SUBSIDIARIES
                                                    FORM 10-Q
                                           QUARTER ENDED JUNE 30, 2003
                                 CONDENSED CONSOLIDATED STATEMENT OF CASH FLOWS
                                                   (Unaudited)



                                                                              (Dollars in millions)
                                                                            Six Months Ended June 30,
                                                                              2003            2002
                                                                          ------------    -------------
<S>                                                                               <C>             <C>
OPERATING ACTIVITIES
   Net income (loss)....................................................          $318            ($299)
   Adjustments to reconcile net income (loss) to net cash provided
     by operating activities:
     Depreciation.......................................................           673              676
     Amortization.......................................................           113               99
     Non-cash interest expense, net.....................................             5               22
     Equity in net losses of affiliates.................................            34               49
     Losses (gains) on investments and other (income) expense, net......            32              739
     Minority interest..................................................           126               89
     Deferred income taxes..............................................           123               (4)
     Proceeds from sales of trading securities..........................            85
     Other..............................................................           (36)             (10)
                                                                          ------------    -------------
                                                                                 1,473            1,361
     Changes in working capital, net of effects of acquisitions and
     divestitures
       Decrease in accounts receivable, net.............................            54                9
       (Increase) decrease in inventories, net..........................           (27)              40
       Increase in other current assets.................................           (39)             (18)
       Increase (decrease) in accounts payable, accrued expenses and other
         current liabilities............................................            45             (342)
                                                                          ------------    -------------
                                                                                    33             (311)

       Net cash provided by operating activities........................         1,506            1,050
                                                                          ------------    -------------

FINANCING ACTIVITIES
   Proceeds from borrowings.............................................           710              632
   Retirements and repayments of debt...................................        (1,572)          (1,169)
   Net transactions with affiliates.....................................          (333)
   Capital contribution from parent.....................................           425
   Proceeds from notes payable to affiliates............................           539
   Other................................................................                             66
                                                                          ------------    -------------

       Net cash used in financing activities............................          (231)            (471)
                                                                          ------------    -------------

INVESTING ACTIVITIES
   Acquisitions, net of cash acquired...................................           (22)             (16)
   Proceeds from sales of (purchases of) short-term investments, net....            (2)               3
   Proceeds from sales of investments...................................           212              596
   Purchases of investments.............................................           (43)             (32)
   Capital expenditures.................................................          (724)            (789)
   Additions to intangible and other noncurrent assets..................           (74)            (133)
                                                                          ------------    -------------

       Net cash used in investing activities............................          (653)            (371)
                                                                          ------------    -------------

INCREASE IN CASH AND CASH EQUIVALENTS...................................           622              208

CASH AND CASH EQUIVALENTS, beginning of period..........................           676              350
                                                                          ------------    -------------

CASH AND CASH EQUIVALENTS, end of period................................        $1,298             $558
                                                                          ============    =============

See notes to condensed consolidated financial statements.

                                        4
</TABLE>

<PAGE>


                  COMCAST HOLDINGS CORPORATION AND SUBSIDIARIES
                                    FORM 10-Q
                           QUARTER ENDED JUNE 30, 2003
              NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
                                   (Unaudited)


1.   CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

     Basis of Presentation
     Comcast Holdings Corporation ("Comcast Holdings") and its subsidiaries (the
     "Company") has prepared these unaudited  condensed  consolidated  financial
     statements based upon Securities and Exchange Commission ("SEC") rules that
     permit reduced  disclosure for interim periods.  The Company is an indirect
     wholly owned subsidiary of Comcast Corporation ("Comcast").

     These financial statements include all adjustments that are necessary for a
     fair  presentation  of the Company's  results of  operations  and financial
     condition for the interim periods shown including normal recurring accruals
     and  other  items.  The  results  of  operations  for the  interim  periods
     presented are not necessarily indicative of results for the full year.

     For a more complete  discussion of the  Company's  accounting  policies and
     certain other information,  refer to the financial  statements  included in
     the Company's  Annual  Report on Form 10-K for the year ended  December 31,
     2002.

     Reclassifications
     Certain  reclassifications  have  been  made to the  prior  year  financial
     statements to conform to those  classifications  used in 2003. In the first
     quarter of 2003,  QVC, Inc.  ("QVC")  completed the sale of its infomercial
     operations  in Mexico ("QVC  Mexico").  The results of  operations  for QVC
     Mexico for the 2003 and 2002 interim  periods were not  significant and are
     included  in  equity  in  net  losses  of   affiliates   in  the  Company's
     consolidated statement of operations.

2.   RECENT ACCOUNTING PRONOUNCEMENTS

     SFAS No. 143
     The Financial  Accounting  Standards  Board  ("FASB")  issued  Statement of
     Financial  Accounting  Standards  ("SFAS") No. 143,  "Accounting  for Asset
     Retirement  Obligations,"  in June 2001.  SFAS No. 143 addresses  financial
     accounting and reporting for obligations  associated with the retirement of
     tangible  long-lived  assets and the associated asset retirement costs. The
     Company adopted SFAS No. 143 on January 1, 2003, in accordance with the new
     statement.  The  adoption  of SFAS No.  143 had no impact on the  Company's
     financial condition or results of operations.

     SFAS No. 148
     The FASB issued SFAS No. 148,  "Accounting for  Stock-Based  Compensation -
     Transition and  Disclosure," in December 2002. SFAS No. 148 amends SFAS No.
     123 to  provide  alternative  methods  of  transition  for an  entity  that
     voluntarily  changes  to the fair  value  based  method of  accounting  for
     stock-based employee compensation.  SFAS No. 148 also amends the disclosure
     provisions  of SFAS No.  123 to  require  disclosure  about the  effects on
     reported net income of an entity's  stock-based  employee  compensation  in
     interim  financial  statements.  SFAS No. 148 is effective for fiscal years
     beginning  after  December  31, 2002.  The Company  adopted SFAS No. 148 on
     January 1, 2003.  The Company did not change to the fair value based method
     of accounting  for  stock-based  employee  compensation.  Accordingly,  the
     adoption  of SFAS  No.  148  would  only  affect  the  Company's  financial
     condition or results of operations if Comcast  elects to change to the fair
     value  method  specified  in SFAS No.  123.  The  adoption  of SFAS No. 148
     requires  the Company to disclose the effects of its  stock-based  employee
     compensation  in  interim  financial  statements  beginning  with the first
     quarter of 2003 (see Note 7).

     SFAS No. 149

     In April 2003, the FASB issued SFAS No. 149, "Amendment of Statement 133 on
     Derivative  Instruments and Hedging  Activities."  The Statement amends and
     clarifies   accounting  for  derivative   instruments,   including  certain
     derivative  instruments  embedded  in  other  contracts,  and  for  hedging
     activities  under SFAS No. 133.  SFAS No. 149 is  effective  for  contracts
     entered  into or modified  after June 30, 2003,  for hedging  relationships
     designated after June 30, 2003, and to certain preexisting  contracts.  The
     Company adopted SFAS No. 149 on July 1, 2003 on a

                                        5

<PAGE>


                  COMCAST HOLDINGS CORPORATION AND SUBSIDIARIES
                                    FORM 10-Q
                           QUARTER ENDED JUNE 30, 2003
        NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS - CONTINUED
                                   (Unaudited)

     prospective  basis in accordance  with the new statement.  The Company does
     not expect the adoption of SFAS No. 149 will have a material  impact on its
     financial statements.

     SFAS No. 150
     In May  2003,  the  FASB  issued  SFAS No.  150,  "Accounting  for  Certain
     Financial Instruments with Characteristics of both Liabilities and Equity."
     This  Statement  establishes  standards  for how an issuer  classifies  and
     measures  certain  financial   instruments  with  characteristics  of  both
     liabilities  and equity.  SFAS No. 150 requires  that an issuer  classify a
     financial  instrument  that is within its scope as a liability  or, in some
     circumstances,  as an asset,  with many such financial  instruments  having
     been  previously  classified  as  equity.  SFAS No.  150 is  effective  for
     financial  instruments  entered into or modified  after May 31,  2003,  and
     otherwise is effective  July 1, 2003.  SFAS No. 150 is to be implemented by
     reporting the cumulative effect of a change in an accounting  principle for
     financial instruments outstanding before the issuance date of the Statement
     and still  existing  at July 1, 2003.  Restatement  is not  permitted.  The
     Company  is  assessing  the impact  SFAS No. 150 may have on its  financial
     statements.

     FIN 45
     In November  2002,  the FASB  issued  Interpretation  No. 45,  "Guarantor's
     Accounting and Disclosure  Requirements for Guarantees,  Including Indirect
     Guarantees of  Indebtedness  of Others"  ("FIN 45").  FIN 45 expands on the
     accounting guidance of SFAS No.'s 5, 57, and 107 and supercedes FIN 34. FIN
     45  clarifies  that a guarantor  is required to disclose in its interim and
     annual financial  statements its obligations under certain  guarantees that
     it has issued, including the nature and terms of the guarantee, the maximum
     potential  amount of future  payments  under the  guarantee,  the  carrying
     amount, if any, for the guarantor's  obligations  under the guarantee,  and
     the nature and extent of any recourse  provisions  or available  collateral
     that would  enable the  guarantor  to recover  the  amounts  paid under the
     guarantee.  FIN 45 also clarifies that, for certain guarantees, a guarantor
     is required to recognize,  at the inception of a guarantee, a liability for
     the fair value of the obligation  undertaken in issuing the guarantee.  FIN
     45 does not prescribe a specific  approach for  subsequently  measuring the
     guarantor's  recognized  liability over the term of the related  guarantee.
     The initial recognition and initial measurement  provisions of FIN 45 apply
     on a  prospective  basis to certain  guarantees  issued or  modified  after
     December 31, 2002. The disclosure  requirements in FIN 45 are effective for
     financial statements of interim or annual periods ending after December 15,
     2002. The Company adopted the disclosure provisions of FIN 45 in the fourth
     quarter  of 2002  and  adopted  the  initial  recognition  and  measurement
     provisions of FIN 45 on January 1, 2003, as required by the Interpretation.
     The impact of the adoption of FIN 45 will depend on the nature and terms of
     guarantees  entered  into or modified  by the  Company in the  future.  The
     adoption  of FIN 45 in the first  quarter  of 2003 did not have a  material
     impact on the Company's consolidated financial statements (see Note 9).

3.   ACQUISITIONS AND OTHER SIGNIFICANT EVENTS

     Sale of QVC
     On  March  3,  2003,  Comcast  announced  that  Liberty  Media  Corporation
     ("Liberty")  delivered  a  notice  to  it,  pursuant  to  the  stockholders
     agreement  between the Company and Liberty,  which triggered an exit rights
     process with respect to Liberty's  approximate 42% interest in QVC. On June
     25, 2003, the Company,  Comcast and Liberty  entered into an agreement (the
     "June 2003  Agreement")  which  superceded  and  replaced  the exit  rights
     process of the stockholders agreement, and pursuant to which Liberty had to
     deliver to Comcast,  no later than June 30,  2003, a notice  setting  forth
     Liberty's  determination  of the aggregate  fair value of the Company's and
     Liberty's  interests in QVC. On June 30, 2003,  Liberty delivered notice to
     Comcast  setting the  aggregate  fair value of the  Company's and Liberty's
     interests  in QVC at  $13.75  billion.  Under  the  terms of the June  2003
     Agreement,  Comcast had to elect either to purchase  Liberty's  interest in
     QVC or sell the Company's approximate 57% interest in QVC to Liberty, based
     on the value determined by Liberty.

     On July 3, 2003,  Comcast elected to sell its interest in QVC under a stock
     purchase  agreement with Liberty for  approximately  $7.9 billion.  Liberty
     will  purchase  the  Company's  interest  in QVC in  part  with  shares  of
     Liberty's  Series A common stock (valued at $11.71 per share)  representing
     7.5% of the shares of Liberty common stock outstanding (after giving effect
     to that issuance),  or approximately 218 million shares based on the number
     of

                                        6

<PAGE>


                  COMCAST HOLDINGS CORPORATION AND SUBSIDIARIES
                                    FORM 10-Q
                           QUARTER ENDED JUNE 30, 2003
        NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS - CONTINUED
                                   (Unaudited)

     Liberty shares currently  outstanding.  The remainder of the purchase price
     will be paid in the form of a  three-year  senior  unsecured  note  bearing
     interest  at LIBOR plus  1.5%.  The values of the shares and the note to be
     delivered to the Company are  approximately  $2.6 billion and $5.3 billion,
     respectively.  Under the stock  purchase  agreement,  the Company will have
     registration  rights that should facilitate the disposal or monetization of
     its shares in Liberty and in the note.

     The Company  expects to record a pre-tax gain on the sale of  approximately
     $6.5  billion.  The fair value of the  consideration  to be  received  from
     Liberty upon  consummation  of the  transaction  will be  determined at the
     closing date and will affect the actual  pre-tax gain to be recorded by the
     Company.  The  transaction is subject to customary  closing  conditions and
     regulatory  approvals.  The Company expects to close the transaction by the
     end of 2003.

     Effective in the third  quarter,  the Company will classify QVC as an asset
     held  for sale  and  will  report  the  results  of  operations  for QVC in
     discontinued  operations for all periods  presented in accordance with SFAS
     No. 144.

<TABLE>
<CAPTION>

4.   INVESTMENTS

                                                                             June 30,          December 31,
                                                                               2003                2002
                                                                            -----------       ------------
                                                                                     (in millions)
<S>                                                                                   <C>         <C>

     Fair value method
          AT&T Corp....................................................            $                  $287
          Sprint Corp. PCS Group.......................................             357                369
          Other .......................................................              97                 74
                                                                            -----------       ------------
                                                                                    454                730

     Equity method.....................................................             306                317
     Cost method.......................................................             113                105
                                                                            -----------       ------------
          Total investments............................................             873              1,152
     Less, current investments.........................................             179                525
                                                                            -----------       ------------
     Non-current investments...........................................            $694               $627
                                                                            ===========       ============
</TABLE>

     Fair Value Method
     The Company  holds  unrestricted  equity  investments  in certain  publicly
     traded  companies,  which it accounts for as available  for sale or trading
     securities.  The net unrealized pre-tax gains on investments  accounted for
     as available for sale  securities as of June 30, 2003 and December 31, 2002
     of $43 million and $70  million,  respectively,  have been  reported in the
     Company's   consolidated  balance  sheet  principally  as  a  component  of
     accumulated  other  comprehensive  income,  net of related  deferred income
     taxes of $15 million and $25 million, respectively.

     The cost, fair value and gross  unrealized  gains and losses related to the
     Company's available for sale securities are as follows (in millions):

<TABLE>
<CAPTION>

                                                                              June 30,         December 31,
                                                                               2003                2002
                                                                            -----------         -----------

<S>                                                                                 <C>                <C>
     Cost.............................................................              $25                $269
     Gross unrealized gains...........................................               43                  71
     Gross unrealized losses..........................................                                   (1)
                                                                            -----------         -----------

     Fair value.......................................................              $68                $339
                                                                            ===========         ===========
</TABLE>


                                        7

<PAGE>
<TABLE>
<CAPTION>


                  COMCAST HOLDINGS CORPORATION AND SUBSIDIARIES
                                    FORM 10-Q
                           QUARTER ENDED JUNE 30, 2003
        NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS - CONTINUED
                                   (Unaudited)

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


                                                                      Three Months Ended      Six Months Ended
                                                                           June 30,               June 30,
                                                                       2003        2002       2003       2002
                                                                     --------    --------   --------   ---------

<S>                                                                       <C>         <C>        <C>         <C>
     Interest and dividend income....................................     $21         $11        $26         $18
     Gains (losses) on sales and exchanges of investments, net.......                (103)        22        (101)
     Investment impairment losses....................................     (14)       (208)       (69)       (221)
     Unrealized gains (losses) on trading securities.................      71        (420)        69      (1,440)
     Mark to market adjustments on derivatives related
          to trading securities......................................     (68)        324        (65)      1,171
     Mark to market adjustments on derivatives and hedged items......      19         (63)        11        (134)
                                                                     --------    ---------   --------   --------

     Investment income (loss), net...................................     $29       ($459)       ($6)      ($707)
                                                                     ========    =========   ========   ========

5.   GOODWILL

     The changes in the carrying amount of goodwill by business segment (see
     Note 10) for the periods presented are as follows (in millions):


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

     Balance, December 31, 2002......................       $4,693            $835           $918         $6,446
         Intersegment transfers......................           20                            (20)
                                                      ------------    ------------   ------------   ------------
     Balance, June 30, 2003..........................       $4,713            $835           $898         $6,446
                                                      ============    ============   ============   ============
</TABLE>

6.   LONG-TERM DEBT

     The Cross-Guarantee Structure
     To simplify Comcast's capital structure,  effective with its acquisition of
     AT&T Corp.'s broadband business ("Broadband") on November 18, 2002, Comcast
     and  certain  of its cable  holding  company  subsidiaries,  including  the
     Company's  wholly  owned  subsidiary  Comcast  Cable  Communications,  Inc.
     ("Comcast Cable"),  fully and unconditionally  guaranteed each other's debt
     securities (the  "Cross-Guarantee  Structure").  Comcast  Holdings is not a
     guarantor, and none of its debt is guaranteed. As of June 30, 2003, $23.766
     billion of Comcast's debt  securities  were entitled to the benefits of the
     Cross-Guarantee Structure, including $6.936 billion of Comcast Cable's debt
     securities.

     Repayments and Redemptions of Debt
     On March 31, 2003, in connection with the closing of the  restructuring  of
     Time Warner  Entertainment  Company L.P., an investment accounted for under
     the cost method by Comcast, Comcast received $2.1 billion in cash which was
     used to repay debt,  including  $800 million of amounts  outstanding  under
     Comcast Cable's revolving credit facility.

     In May 2003, the Company redeemed,  at its scheduled  redemption price, the
     $154 million outstanding principal amount of its 8 1/4% senior subordinated
     notes due 2008. The Company financed the redemption with amounts  available
     under its existing credit facilities.


                                        8

<PAGE>


                  COMCAST HOLDINGS CORPORATION AND SUBSIDIARIES
                                    FORM 10-Q
                           QUARTER ENDED JUNE 30, 2003
        NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS - CONTINUED
                                   (Unaudited)

     ZONES
     At  maturity,  holders  of the  Company's  2.0%  Exchangeable  Subordinated
     Debentures due 2029 (the "ZONES") are entitled to receive in cash an amount
     equal to the  higher of the  principal  amount  of the ZONES or the  market
     value of  Sprint  PCS  common  stock.  Prior  to  maturity,  each  ZONES is
     exchangeable  at the holders'  option for an amount of cash equal to 95% of
     the market value of Sprint PCS Stock.  As of June 30,  2003,  the number of
     Sprint  PCS  shares  held by the  Company  exceeded  the  number  of  ZONES
     outstanding.

     The Company split the  accounting  for the ZONES into  derivative  and debt
     components.  The  Company  records  the  change  in the  fair  value of the
     derivative  component  of the  ZONES  (see  Note 4) and the  change  in the
     carrying value of the debt component of the ZONES as follows (in millions):

<TABLE>
<CAPTION>

                                                               Six Months Ended
                                                                   June 30,
                                                             2003           2002
                                                          -----------    -----------
     <S>                                                         <C>            <C>
     Balance at Beginning of Period:
        Debt component................................           $491           $468
        Derivative component..........................            208          1,145
                                                          -----------    -----------
        Total                                                     699          1,613

     Increase in debt component
        to interest expense...........................             12             11
     Increase (decrease) in derivative component
        to investment income (loss), net..............             65           (935)

     Balance at End of Period:
        Debt component................................            503            479
        Derivative component..........................            273            210
                                                          -----------    -----------
        Total                                                    $776           $689
                                                          ===========    ===========
</TABLE>

     Interest Rates
     Excluding the derivative component of the ZONES whose changes in fair value
     are recorded to investment  income  (loss),  net, the  Company's  effective
     weighted  average interest rate on its total debt outstanding was 7.45% and
     7.07% as of June 30, 2003 and December 31, 2002, respectively.

     Derivatives
     The Company uses derivative financial instruments to manage its exposure to
     fluctuations  in  interest  rates and  securities  prices.  The Company has
     issued indexed debt  instruments and prepaid forward sale agreements  whose
     value, in part, is derived from the market value of certain publicly traded
     common stock.

     Lines and Letters of Credit
     As of June 30, 2003,  certain  subsidiaries of the Company had unused lines
     of credit of $2.472 billion under their respective credit facilities.

     As of June 30, 2003, the Company and certain of its subsidiaries had unused
     irrevocable  standby  letters  of  credit  totaling  $43  million  to cover
     potential fundings under various agreements.


7.   STOCKHOLDERS' EQUITY

     Stock-Based Compensation
     The Company  accounts  for  stock-based  compensation  in  accordance  with
     Accounting Principles Board Opinion No. 25, "Accounting for Stock Issued to
     Employees," and related interpretations, as permitted by SFAS No. 123,

                                        9

<PAGE>


                  COMCAST HOLDINGS CORPORATION AND SUBSIDIARIES
                                    FORM 10-Q
                           QUARTER ENDED JUNE 30, 2003
        NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS - CONTINUED
                                   (Unaudited)

     "Accounting for Stock-Based Compensation," as amended. Compensation expense
     for stock  options is measured as the excess,  if any, of the quoted market
     price of the stock at the date of the  grant  over the  amount an  employee
     must pay to acquire the stock. The Company records compensation expense for
     restricted  stock awards  based on the quoted  market price of the stock at
     the  date  of the  grant  and  the  vesting  period.  The  Company  records
     compensation  expense for stock appreciation rights based on the changes in
     quoted market prices of the stock or other determinants of fair value.

     The  following  table  illustrates  the effect on net income  (loss) if the
     Company had applied the fair value  recognition  provisions of SFAS No. 123
     to stock-based compensation (dollars in millions):

<TABLE>
<CAPTION>

                                                                      Three Months Ended      Six Months Ended
                                                                           June 30,               June 30,
                                                                       2003        2002       2003       2002
                                                                     --------    --------   --------   ---------

<S>                                                                      <C>        <C>         <C>       <C>
     Net income (loss), as reported..................................    $203       ($210)      $318      ($299)

     Deduct: Total stock-based compensation
          expense determined under fair value based method
          for all awards, net of related tax effects.................     (25)        (36)       (46)       (69)
                                                                     --------    --------   --------   ---------

     Pro forma, net income (loss)....................................    $178       ($246)      $272      ($368)
                                                                     ========    ========   ========    ========
</TABLE>

     Total stock-based  compensation expense was determined under the fair value
     method  for all awards  assuming  accelerated  vesting of stock  options as
     permitted  under  SFAS No.  123.  Had the  Company  applied  the fair value
     recognition  provisions of SFAS No. 123 assuming  straight-line rather than
     accelerated  vesting  of  stock  options,  total  stock-based  compensation
     expense,  net of related tax  effects,  would have been $21 million and $28
     million for the three  months  ended June 30, 2003 and 2002,  respectively,
     and $40 million and $55 million for the six months  ended June 30, 2003 and
     2002, respectively.

     The weighted-average  fair value at date of grant of a Class A common stock
     option granted under Comcast's option plans during the three and six months
     ended  June 30,  2003 was $7.67 and  $10.53,  respectively.  The  weighted-
     average  fair  value  at date of grant of a Class A  Special  common  stock
     option granted under the option plans during the three and six months ended
     June 30, 2002 was $12.98 and $16.30,  respectively.  The fair value of each
     option granted during the interim periods in 2003 and 2002 was estimated on
     the date of grant  using the  Black-Scholes  option-pricing  model with the
     following weighted-average assumptions:

<TABLE>
<CAPTION>

                                             Three Months Ended June 30,          Six Months Ended June 30,
                                              2003                2002             2003               2002
                                         ---------------    ---------------- ----------------   ----------------
                                             Class A        Class A Special      Class A        Class A Special
                                          Common Stock        Common Stock     Common Stock       Common Stock
                                         ---------------    ---------------- ----------------   ----------------
<S>                                                <C>                <C>              <C>                <C>
     Dividend yield.....................           0%                 0%               0%                 0%
     Expected volatility................        29.8%              30.0%            29.4%              29.2%
     Risk-free interest rate............         2.1%               5.3%             3.3%               5.3%
     Expected option lives (in years)...         3.5                8.0              6.7                8.0
     Forfeiture rate....................         3.0%               3.0%             3.0%               3.0%
</TABLE>

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


                                       10

<PAGE>


                  COMCAST HOLDINGS CORPORATION AND SUBSIDIARIES
                                    FORM 10-Q
                           QUARTER ENDED JUNE 30, 2003
        NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS - CONTINUED
                                   (Unaudited)

     Comprehensive Income (Loss)
     The Company's total comprehensive income (loss) for the interim periods was
     as follows (in millions):

<TABLE>
<CAPTION>

                                                             Three Months Ended       Six Months Ended
                                                                  June 30,                June 30,
                                                               2003        2002       2003        2002
                                                             ---------  ----------  ---------  ----------
<S>                                                               <C>        <C>         <C>        <C>
     Net income (loss)....................................        $203       ($210)      $318       ($299)
     Unrealized losses on marketable securities...........          (1)       (223)       (38)       (364)
     Reclassification adjustments for losses
       included in net income (loss)......................          (1)        198         21         203
     Unrealized gains on the effective portion
       of cash flow hedges................................                       4
     Foreign currency translation gains (losses)..........           9           5         15          (7)
                                                             ---------  ----------  ---------  ----------
     Comprehensive income (loss)..........................        $210       ($226)      $316       ($467)
                                                             =========  ==========  =========  ==========
</TABLE>

8.   STATEMENT OF CASH FLOWS - SUPPLEMENTAL INFORMATION

     The Company  made cash  payments  for  interest and income taxes during the
     interim periods as follows (in millions):

<TABLE>
<CAPTION>

                                                             Three Months Ended       Six Months Ended
                                                                  June 30,                June 30,
                                                               2003        2002       2003        2002
                                                             ---------  ----------  ---------  ----------
<S>                                                               <C>         <C>        <C>         <C>
     Interest.............................................        $228        $237       $334        $347
     Income taxes.........................................        $152        $129       $188        $159
</TABLE>

9.   COMMITMENTS AND CONTINGENCIES

     Contingencies
     Litigation  has been  filed  against  the  Company  as a result of  alleged
     conduct of the Company with respect to its  investment in and  distribution
     relationship with At Home Corporation. At Home was a provider of high-speed
     Internet access and content services which filed for bankruptcy  protection
     in September 2001. Filed actions are: (i) class action lawsuits against the
     Company,  Brian L. Roberts (the  Company's  President  and Chief  Executive
     Officer and a director),  AT&T (the former  controlling  shareholder  of At
     Home  and also a  former  distributor  of the At Home  service)  and  other
     corporate  and  individual  defendants  in the Superior  Court of San Mateo
     County, California,  alleging breaches of fiduciary duty on the part of the
     Company and the other defendants in connection with transactions  agreed to
     in March 2000 among At Home, the Company, AT&T and Cox Communications, Inc.
     (Cox is also an investor in At Home and a former distributor of the At Home
     service);  (ii) class action lawsuits against Comcast Cable Communications,
     Inc.,  AT&T and others in the United States District Court for the Southern
     District of New York,  alleging  securities  law  violations and common law
     fraud in connection with  disclosures  made by At Home in 2001; and (iii) a
     lawsuit  brought in the United  States  District  Court for the District of
     Delaware in the name of At Home by certain At Home bondholders  against the
     Company,  Brian L. Roberts, Cox and others,  alleging breaches of fiduciary
     duty  relating  to the March 2000  transactions  and  seeking  recovery  of
     alleged  short- swing profits of at least $600 million  pursuant to Section
     16(b) of the  Securities  Exchange Act of 1934  purported to have arisen in
     connection  with certain  transactions  relating to At Home stock  effected
     pursuant to the March 2000  agreements.  The  actions in San Mateo  County,
     California have been stayed by the United States  Bankruptcy  Court for the
     Northern  District  of  California,  the  court in which At Home  filed for
     bankruptcy,  as violating  the automatic  bankruptcy  stay. In the Southern
     District of New York actions,  the court  ordered the actions  consolidated
     into a single action.  An amended  consolidated  class action complaint was
     filed on November 8, 2002. All of the defendants  served motions to dismiss
     on February 11, 2003.


                                       11

<PAGE>


                  COMCAST HOLDINGS CORPORATION AND SUBSIDIARIES
                                    FORM 10-Q
                           QUARTER ENDED JUNE 30, 2003
        NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS - CONTINUED
                                   (Unaudited)

     The Company denies any wrongdoing in connection  with the claims which have
     been made  directly  against the  Company,  its  subsidiaries  and Brian L.
     Roberts,  and  intends  to  defend  all  of  these  claims  vigorously.  In
     management's opinion, the final disposition of these claims is not expected
     to have a material adverse effect on the Company's  consolidated  financial
     position,  but could  possibly be material  to the  Company's  consolidated
     results of operations of any one period. Further, no assurance can be given
     that  any  adverse  outcome  would  not be  material  to such  consolidated
     financial position.

     Some  of the  entities  formerly  attributed  to  Broadband  which  are now
     subsidiaries of Comcast are parties to an affiliation term sheet with Starz
     Encore Group LLC, an affiliate of Liberty Media Corporation,  which extends
     to 2022. The term sheet  purports to require  annual fixed price  payments,
     subject to adjustment for various factors,  including  inflation.  The term
     sheet also purports to require  Comcast to pay two-thirds of Starz Encore's
     programming  costs  above  levels  designated  in the  term  sheet.  Excess
     programming  costs that may be  payable by Comcast in future  years are not
     presently estimable, and could be significant.

     By letter dated May 29, 2001,  Broadband disputed the enforceability of the
     excess programming  pass-through  provisions of the Starz Encore term sheet
     and  questioned  the validity of the term sheet as a whole.  Broadband also
     has raised certain issues  concerning the  uncertainty of the provisions of
     the term  sheet  and the  contractual  interpretation  and  application  of
     certain of its  provisions  to, among other  things,  the  acquisition  and
     disposition of cable systems. In July 2001, Starz Encore filed a lawsuit in
     Colorado state court seeking payment of the 2001 excess  programming  costs
     and a  declaration  that  the  term  sheet  is a  binding  and  enforceable
     contract.  In October 2001,  Broadband and Starz Encore agreed to delay any
     further  proceedings in the  litigation  until August 31, 2002 to allow the
     parties  time  to  continue   negotiations   toward  a  potential  business
     resolution of this dispute. As part of this standstill agreement, Broadband
     and  Starz  Encore  settled  Starz  Encore's  claim  for  the  2001  excess
     programming  costs,  and Broadband  agreed to continue to make the standard
     monthly  payments  due under the term  sheet,  with a full  reservation  of
     rights with respect to these payments. Broadband and Starz Encore agreed to
     extend the standstill  agreement to and including  January 31, 2003, with a
     requirement  that the parties  attempt to mediate the dispute.  A mediation
     session  held in  January  2003 did not  result  in any  resolution  of the
     matter.

     On November 18,  2002,  the Company and Comcast  filed suit  against  Starz
     Encore in the United  States  District  Court for the  Eastern  District of
     Pennsylvania.  The Company and Comcast seek a  declaratory  judgment  that,
     pursuant to their rights under a March 17, 1999 contract with a predecessor
     of Starz Encore,  upon the  completion of the  Broadband  acquisition  that
     contract now provides  the terms under which Starz  Encore  programming  is
     acquired and  transmitted by Comcast's  cable systems.  On January 8, 2003,
     Starz  Encore  filed a motion to dismiss the  lawsuit on the  grounds  that
     claims  asserted by the Company and Comcast raised issues of state law that
     the United States District Court should decline to decide.  The Company and
     Comcast have responded  contesting these  assertions.  That motion has been
     submitted to the Court for decision.

     On January 31, 2003, Starz Encore filed an amended complaint in its lawsuit
     against  Broadband in Colorado state court. The amended  complaint adds the
     Company and Comcast as defendants  and adds new claims against the Company,
     Comcast and Broadband asserting alleged breaches of, and interference with,
     the standstill  agreement  relating to the lawsuit filed by the Company and
     Comcast in federal  District Court in  Pennsylvania  and to the defendants'
     position that since the completion of the Broadband acquisition,  the March
     17,  1999  contract  now  provides  the  terms  under  which  Starz  Encore
     programming is acquired and transmitted by the Company's cable systems.

     On March 3, 2003,  Starz  Encore  filed a motion for leave to file a second
     amended  complaint that would add  allegations  that Broadband has breached
     certain purported joint-marketing obligations under the term sheet and that
     the Company and Comcast have breached certain  joint-marketing  obligations
     under the March 17,  1999  contract  and  other  agreements.  The  Company,
     Comcast and  Broadband  opposed Starz  Encore's  motion for leave to file a
     second amended complaint and, in light of Starz Encore's pending motion for
     leave to amend,  sought an  extension  of time from the Court to respond to
     Starz Encore's amended  complaint.  Both Starz Encore's motion to amend and
     Comcast's  motion to extend time are fully briefed and have been  submitted
     to the Court for decision.

                                       12

<PAGE>


                  COMCAST HOLDINGS CORPORATION AND SUBSIDIARIES
                                    FORM 10-Q
                           QUARTER ENDED JUNE 30, 2003
        NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS - CONTINUED
                                   (Unaudited)

     On April 3, 2003,  the  Company  and  Comcast  filed a motion  for  summary
     judgment in the federal action in  Pennsylvania.  On April 16, 2003,  Starz
     Encore filed a motion  seeking (i) to strike the affidavit  supporting  the
     summary judgment motion or, in the alternative, (ii) a general postponement
     of Starz Encore's  response date (or at a minimum a three week  extension).
     On April 29, 2003,  the Company and Comcast  filed an  opposition  to Starz
     Encore's motion. The Court has not yet ruled on either motion.

     An  entity  formerly  attributed  to  Broadband,  which  is  now  Comcast's
     subsidiary,  is party  to a master  agreement  that  may not  expire  until
     December 31, 2012,  under which it purchases  certain billing services from
     CSG Systems,  Inc. The master agreement requires monthly payments,  subject
     to adjustment  for  inflation.  The master  agreement  also contains a most
     favored nation provision that may affect the amounts paid thereunder.

     On May 10,  2002,  Broadband  filed a demand for  arbitration  against  CSG
     before the American Arbitration Association asserting,  among other things,
     the right to terminate the master  agreement and seeking  damages under the
     most favored nation  provision or otherwise.  On May 31, 2002, CSG answered
     Broadband's   arbitration   demand  and  asserted  various   counterclaims,
     including for (i) breach of the master  agreement;  (ii) a declaration that
     Comcast is now bound by the master  agreement  to use CSG as its  exclusive
     provider for certain  billing and customer care  services;  (iii)  tortious
     interference  with  prospective  contractual  relations;   and  (iv)  civil
     conspiracy.  The evidentiary hearing commenced on May 9, 2003 and concluded
     on June 17, 2003.  The parties  filed and  exchanged  opening  post-hearing
     briefs on July 25, 2003 and are scheduled to file and exchange reply briefs
     on August 8,  2003.  Final  oral  arguments  are  currently  scheduled  for
     September 10 and 11, 2003.

     On June 21, 2002, CSG filed a lawsuit  against the Company in federal court
     in Denver,  Colorado  asserting  claims related to the master agreement and
     the pending  arbitration.  On November 4, 2002,  CSG withdrew its complaint
     against the  Company  without  prejudice.  On November  15,  2002,  Comcast
     initiated  a  lawsuit  against  CSG  in  federal  court  in   Philadelphia,
     Pennsylvania  asserting  that cable  systems  owned by the  Company are not
     required to use CSG as a billing service or customer care provider pursuant
     to the master agreement,  and that the former Broadband cable systems owned
     by Comcast may be added to a billing service  agreement between Comcast and
     CSG. CSG moved to dismiss or stay the lawsuit on the ground that the issues
     raised by the complaint could be wholly or substantially  determined by the
     above-mentioned  arbitration.  By Order dated  February 10, 2003, the Court
     stayed the lawsuit until further notice.

     In management's  opinion, the final disposition of the Starz Encore and CSG
     contractual  disputes is not expected to have a material  adverse effect on
     the Company's  consolidated  financial  position or results of  operations.
     However,  no assurance  can be given that any adverse  outcome would not be
     material to such consolidated financial position or results of operations.

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

     In  connection  with a license  awarded  to an  affiliate,  the  Company is
     contingently  liable in the event of  nonperformance  by the  affiliate  to
     reimburse a bank which has provided a performance guarantee.  The amount of
     the  performance  guarantee  is  approximately  $165  million;  however the
     Company's  current  estimate of the amount of expenditures  (principally in
     the  form of  capital  expenditures)  that  will  be made by the  affiliate
     necessary to comply with the performance  requirements  will not exceed $50
     million.



                                       13

<PAGE>
<TABLE>
<CAPTION>


                  COMCAST HOLDINGS CORPORATION AND SUBSIDIARIES
                                    FORM 10-Q
                           QUARTER ENDED JUNE 30, 2003
        NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS - CONTINUED
                                   (Unaudited)

10.  FINANCIAL DATA BY BUSINESS SEGMENT

     The following  represents  the  Company's  significant  business  segments,
     "Cable" and "Commerce." The components of net income (loss) below operating
     income (loss)  before  depreciation  and  amortization  are not  separately
     evaluated by the Company's management on a segment basis (in millions).

                                                                                    Corporate and
                                                         Cable         Commerce       Other (1)        Total
                                                         -----         --------       ---------        -----
<S>                                                       <C>             <C>              <C>          <C>
Three Months Ended June 30, 2003
--------------------------------
Revenues (2).........................................      $1,716          $1,101           $211         $3,028
Operating income before depreciation
     and amortization (3)............................         738             219             30            987
Depreciation and amortization........................         325              34             47            406
Operating income (loss)..............................         413             185            (17)           581
Interest expense.....................................         136               2             32            170
Capital expenditures.................................         350              16              4            370

Three Months Ended June 30, 2002
--------------------------------
Revenues (2).........................................      $1,541            $990           $173         $2,704
Operating income before depreciation
     and amortization (3)............................         654             194             18            866
Depreciation and amortization........................         298              29             61            388
Operating income (loss)..............................         356             165            (43)           478
Interest expense.....................................         141               3             38            182
Capital expenditures.................................         331              51              8            390

Six Months Ended June 30, 2003
--------------------------------
Revenues (2).........................................      $3,361          $2,163           $441         $5,965
Operating income before depreciation
     and amortization (3)............................       1,413             430             36          1,879
Depreciation and amortization........................         624              65             97            786
Operating income (loss)..............................         789             365            (61)         1,093
Interest expense.....................................         275               3             64            342
Capital expenditures.................................         685              29             10            724

Six Months Ended June 30, 2002
--------------------------------
Revenues (2).........................................      $3,010          $1,978           $383         $5,371
Operating income before depreciation
     and amortization (3)............................       1,251             386             37          1,674
Depreciation and amortization........................         591              56            128            775
Operating income (loss)..............................         660             330            (91)           899
Interest expense.....................................         287               6             76            369
Capital expenditures.................................         689              83             17            789

As of June 30, 2003
-------------------
Assets...............................................     $29,384          $3,237         $3,572        $36,193
Long-term debt, less current portion.................       6,635                          1,473          8,108

As of December 31, 2002
-----------------------
Assets...............................................     $29,844          $3,000         $2,845        $35,689
Long-term debt, less current portion.................       7,908               1          1,348          9,257
---------------
</TABLE>

                                       14

<PAGE>


                  COMCAST HOLDINGS CORPORATION AND SUBSIDIARIES
                                    FORM 10-Q
                           QUARTER ENDED JUNE 30, 2003
        NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS - CONTINUED
                                   (Unaudited)

(1)  Other includes  segments not meeting  certain  quantitative  guidelines for
     reporting  including  the  Company's  content  operations  and  elimination
     entries  related to the  segments  presented.  Corporate  and other  assets
     consist  primarily  of the  Company's  investments  and  intangible  assets
     related to the Company's content operations (see Notes 4 and 5).
(2)  Revenues include $241 million,  $146 million, $456 million and $286 million
     during the three  months  ended  June 30,  2003 and 2002 and during the six
     months  ended June 30,  2003 and 2002,  respectively,  of non-US  revenues,
     principally  related to the Company's commerce segment.  No single customer
     accounted for a significant amount of the Company's revenues in any period.
(3)  Operating  income  before  depreciation  and  amortization  is  defined  as
     operating  income  before  depreciation  and  amortization  and  impairment
     charges,  if any,  related  to fixed and  intangible  assets.  As such,  it
     eliminates the significant level of non-cash  depreciation and amortization
     expense  that results from the capital  intensive  nature of the  Company's
     businesses and intangible assets recognized in business  combinations,  and
     is unaffected by the Company's capital structure or investment  activities.
     The  Company's  management  and  Board of  Directors  use this  measure  in
     evaluating  the  Company's   consolidated  operating  performance  and  the
     operating performance of all of its operating segments. This metric is used
     to allocate  resources and capital to the Company's  operating segments and
     is a significant  component of the Company's annual incentive  compensation
     programs.  This  measure is also  useful to  investors  as it is one of the
     bases  for  comparing  the  Company's  operating   performance  with  other
     companies  in its  industries,  although the  Company's  measure may not be
     directly  comparable  to similar  measures  used by other  companies.  This
     measure  should not be  considered  as a substitute  for  operating  income
     (loss),  net income  (loss),  net cash provided by operating  activities or
     other  measures of  performance  or liquidity  reported in accordance  with
     generally accepted accounting principles.


                                       15

<PAGE>


                  COMCAST HOLDINGS CORPORATION AND SUBSIDIARIES
                                    FORM 10-Q
                           QUARTER ENDED JUNE 30, 2003
        NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS - CONTINUED
                                   (Unaudited)

11.  RELATED PARTY TRANSACTIONS

     QVC  has  an  affiliation   agreement  with  Comcast  Cable  Communications
     Holdings,  Inc.  ("CCCH"),  a wholly owned subsidiary of Comcast,  to carry
     QVC's programming. In return for carrying QVC programming, QVC pays CCCH an
     allocated portion, based upon market share, of a percentage of net sales of
     merchandise  sold to QVC customers  located in CCCH's  service area.  These
     amounts, which are included in selling, general and administrative expenses
     in the Company's consolidated  statement of operations,  totaled $4 million
     and $8  million  during  the  three and six  months  ended  June 30,  2003,
     respectively.  Amounts related to a similar  affiliation  agreement between
     QVC  and  Comcast  Cable  are  eliminated  in  the  Company's  consolidated
     financial statements.

     The  Company's  content  businesses  generate a portion  of their  revenues
     through  the  sale  of  subscriber   services  to  CCCH  under  affiliation
     agreements.  These amounts,  which are included in service  revenues in the
     Company's consolidated statement of operations,  totaled $8 million and $17
     million during the three and six months ended June 30, 2003,  respectively.
     Amounts  related to similar  affiliation  agreements  between the Company's
     content  businesses  and  Comcast  Cable are  eliminated  in the  Company's
     consolidated financial statements.

     Effective January 1, 2003,  Comcast has entered into management  agreements
     with the Company's cable subsidiaries.  The management agreements generally
     provide that Comcast  supervise the  management and operations of the cable
     systems and arrange for and supervise certain administrative  functions. As
     compensation  for such  services,  the  agreements  provide  for Comcast to
     charge  management  fees based on a  percentage  of gross  revenues.  These
     charges, which are included in selling, general and administrative expenses
     in the Company's consolidated statement of operations,  totaled $34 million
     and $71  million  during  the three and six  months  ended  June 30,  2003,
     respectively. During the 2002 interim period, similar management agreements
     existed between Comcast Cable and its  subsidiaries.  Accordingly,  amounts
     related to those  agreements were eliminated in the Company's  consolidated
     financial statements during the 2002 interim period.

     Effective  January  1,  2003,   Comcast  Cable  reimburses   Comcast  Cable
     Communications  Management,  LLC  ("CCCM"),  a wholly owned  subsidiary  of
     Comcast  but not of the  Company,  for certain  costs under a cost  sharing
     agreement.  These  charges,  which are  included  in  selling,  general and
     administrative   expenses  in  the  Company's   consolidated  statement  of
     operations,  totaled $42  million and $82 million  during the three and six
     months ended June 30, 2003,  respectively.  During the 2002 interim period,
     similar costs were included in selling, general and administrative expenses
     in the Company's consolidated statement of operations.

     Effective  upon the  closing  of  Comcast's  acquisition  of  Broadband  on
     November 18, 2002, the Company purchases certain other services,  including
     insurance   and  employee   benefits,   from  Comcast  under  cost  sharing
     arrangements on terms that reflect  Comcast's  actual cost.  These charges,
     which are included in selling,  general and administrative  expenses in the
     Company's consolidated statement of operations, totaled $38 million and $76
     million during the three and six months ended June 30, 2003,  respectively.
     During the 2002 interim  period,  similar cost sharing  agreements  existed
     between Comcast Holdings and Comcast Cable. Accordingly, amounts related to
     those  agreements were eliminated in the Company's  consolidated  financial
     statements during the 2002 interim period.

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

     Current due from affiliates in the Company's consolidated balance sheet as
     of June 30, 2003 primarily consists of amounts due from Comcast, CCCH and
     CCCM for advances made by the Company for working capital and capital
     expenditures in the ordinary course of business. Current due to affiliates
     in the Company's consolidated balance sheet as of December 31, 2002
     primarily consists of amounts due to Comcast and its affiliates under the
     cost

                                       16

<PAGE>


                  COMCAST HOLDINGS CORPORATION AND SUBSIDIARIES
                                    FORM 10-Q
                           QUARTER ENDED JUNE 30, 2003
        NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS - CONCLUDED
                                   (Unaudited)

     sharing arrangements described above and amounts payable to Comcast and its
     affiliates as reimbursements for costs incurred,  in the ordinary course of
     business, by such affiliates on behalf of the Company.

     As of June 30, 2003 and December 31, 2002,  note  receivable from affiliate
     consists of a $191 million  principal  amount note receivable from Comcast.
     The note  receivable  bears  interest at a rate of 7.5% and is due in 2012.
     Investment  income  (loss),  net includes $3 million and $7 million for the
     three and six months ended June 30, 2003, respectively,  of interest income
     related to the note. As of June 30, 2003,  note  receivable  from affiliate
     includes $7 million of interest receivable related to the note.

     As of June 30, 2003 and  December  31, 2002,  notes  payable to  affiliates
     consist of an aggregate of $561 million and $22 million  principal  amount,
     respectively,  of notes  payable to Comcast and a subsidiary  of CCCH.  The
     notes payable bear interest at rates ranging from 5.25% to 7.5% and are due
     between 2012 and 2013.  Investment  income (loss),  net includes $2 million
     and $4  million  for  the  three  and  six  months  ended  June  30,  2003,
     respectively,  of  interest  expense  related to the notes.  As of June 30,
     2003,  notes payable to affiliates  includes $4 million of interest payable
     related to the notes.




                                       17

<PAGE>


                  COMCAST HOLDINGS CORPORATION AND SUBSIDIARIES
                                    FORM 10-Q
                           QUARTER ENDED JUNE 30, 2003


ITEM 2. MANAGEMENT'S  DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
        OF OPERATIONS

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

     We  are  an  indirect  wholly  owned  subsidiary  of  Comcast   Corporation
("Comcast").

Overview

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

     As more fully described in Note 3 to our financial  statements  included in
Item 1, in July 2003,  we,  Comcast and Liberty  Media  Corporation  ("Liberty")
entered into a stock purchase  agreement pursuant to which Liberty will purchase
our  approximate  57%  interest  in QVC  for  approximately  $7.9  billion  in a
transaction  we  expect  to  close  by the  end of  2003.  Upon  closing  of the
transaction, we expect to receive from Liberty shares of Liberty Series A common
stock and a three-year  senior  unsecured  note  bearing  interest in LIBOR plus
1.5%.  The  values  of  the  shares  and  the  note  to be  delivered  to us are
approximately  $2.6  billion  and $5.3  billion,  respectively.  Under the stock
purchase agreement,  we will have registration rights that should facilitate the
disposal or monetization of our shares in Liberty and in the note.

     Our summarized financial  information for the interim periods is as follows
(dollars in millions, "NM" denotes percentage is not meaningful):

<TABLE>
<CAPTION>

                                                                 Three Months Ended
                                                                      June 30,          Increase / (Decrease)
                                                                  2003        2002          $           %
                                                                ---------   ---------   ----------  ---------
<S>                                                                <C>         <C>            <C>        <C>
Revenues.....................................................      $3,028      $2,704         $324       12.0%
Cost of goods sold from electronic retailing.................         697         626           71       11.3
Operating, selling, general and administrative expenses......       1,344       1,212          132       10.9
Depreciation and amortization................................         406         388           18        4.6
                                                                ---------   ---------   ----------  ---------
Operating income.............................................         581         478          103       21.5
                                                                ---------   ---------   ----------  ---------
Interest expense.............................................        (170)       (182)         (12)      (6.6)
Investment income (loss), net................................          29        (459)         488         NM
Equity in net losses of affiliates...........................         (21)        (44)         (23)     (52.3)
Other income.................................................           3           9           (6)     (66.7)
Income tax (expense) benefit.................................        (148)         33         (181)        NM
Minority interest............................................         (71)        (45)          26       57.8
                                                                ---------   ---------   ----------  ---------
Net income (loss)............................................        $203       ($210)        $413         NM
                                                                =========   =========   ==========  =========

</TABLE>


                                       18

<PAGE>
<TABLE>
<CAPTION>


                  COMCAST HOLDINGS CORPORATION AND SUBSIDIARIES
                                    FORM 10-Q
                           QUARTER ENDED JUNE 30, 2003



                                                                  Six Months Ended
                                                                      June 30,          Increase / (Decrease)
                                                                  2003        2002          $           %
                                                                ---------   ---------   ----------  ---------
<S>                                                                <C>         <C>            <C>        <C>
Revenues.....................................................      $5,965      $5,371         $594       11.1%
Cost of goods sold from electronic retailing.................       1,370       1,255          115        9.2
Operating, selling, general and administrative expenses......       2,716       2,442          274       11.2
Depreciation and amortization................................         786         775           11        1.4
                                                                ---------   ---------   ----------  ---------
Operating income.............................................       1,093         899          194       21.6
                                                                ---------   ---------   ----------  ---------
Interest expense.............................................        (342)       (369)         (27)      (7.3)
Investment loss, net.........................................          (6)       (707)        (701)     (99.2)
Equity in net losses of affiliates...........................         (34)        (49)         (15)     (30.6)
Other income (expense).......................................           2         (14)          16         NM
Income tax (expense) benefit.................................        (269)         30         (299)        NM
Minority interest............................................        (126)        (89)          37       41.6
                                                                ---------   ---------   ----------  ---------
Net income (loss)............................................        $318       ($299)        $617         NM
                                                                =========   =========   ==========  =========
</TABLE>

Consolidated Operating Results

   Revenues

     The increases in consolidated revenues for the interim periods from 2002 to
2003 are primarily  attributable  to increases in service  revenues in our Cable
segment  and, to a lesser  extent,  to  increases  in net sales in our  Commerce
segment (see  "Operating  Results by Business  Segment"  below).  The  remaining
increases  are  primarily  the result of increases in revenues  from our content
operations,  principally  due  to  increases  in  distribution  and  advertising
revenues of our cable channels.

   Cost of goods sold from electronic retailing

     Refer to the "Commerce"  section of "Operating Results by Business Segment"
below for a discussion  of the  increases in cost of goods sold from  electronic
retailing.

     Operating, selling, general and administrative expenses

     The   increases   in   consolidated   operating,   selling,   general   and
administrative  expenses for the interim periods from 2002 to 2003 are primarily
attributable  to increases in expenses in our Cable  segment,  costs  associated
with management  agreements between Comcast and the Company's cable subsidiaries
during the 2003 interim  periods that had been  eliminated in  consolidation  in
2002, and, to a lesser extent,  to increases in expenses in our Commerce segment
(see "Operating Results by Business Segment" below). The remaining increases are
primarily  the result of  increased  expenses in our content  operations.  These
increases  were offset,  in part, by the effects of reduced  corporate  overhead
which, upon closing of Comcast's  acquisition of Broadband on November 18, 2002,
are recorded by the Comcast parent rather than by the Comcast Holdings parent.

     Depreciation and Amortization

     The increases in depreciation and amortization for the interim periods from
2002 to 2003 are primarily  attributable to increases in amortization expense in
our commerce  segment as a result of  additional  distribution  fees paid by QVC
under  multi-year   affiliation  agreements  with  cable  and  satellite  system
operators.

     Operating Results by Business Segment

     The following  represent the operating results of our significant  business
segments, "Cable" and "Commerce." The remaining components of our operations are
not independently significant to our consolidated financial condition or results
of operations.  Refer to Note 10 to our financial  statements included in Item 1
for a summary of our financial data by business segment.


                                       19

<PAGE>

<TABLE>
<CAPTION>

                  COMCAST HOLDINGS CORPORATION AND SUBSIDIARIES
                                    FORM 10-Q
                           QUARTER ENDED JUNE 30, 2003


Cable

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


                                                                  Three Months Ended
                                                                       June 30,                 Increase
                                                                   2003        2002           $           %
                                                                 ---------   ---------    ---------    --------
<S>                                                                 <C>         <C>             <C>         <C>
Video.......................................................        $1,257      $1,186          $71         6.0%
High-speed Internet.........................................           229         140           89        63.6
Advertising sales...........................................           109         100            9        10.0
Other.......................................................            68          64            4         6.3
Franchise fees..............................................            53          51            2         3.9
                                                                 ---------   ---------    ---------    --------
     Revenues...............................................        $1,716       1,541          175        11.4
Operating, selling, general and administrative expenses.....           978         887           91        10.3
                                                                 ---------   ---------    ---------    --------
Operating income before depreciation
     and amortization (a)...................................          $738        $654          $84        13.0%
                                                                 =========   =========    =========    =========


                                                                   Six Months Ended
                                                                       June 30,                 Increase
                                                                   2003        2002           $           %
                                                                 ---------   ---------    ---------    --------
Video.......................................................        $2,486      $2,336         $150         6.5%
High-speed Internet.........................................           433         259          174        67.2
Advertising sales...........................................           202         181           21        11.6
Other.......................................................           136         132            4         3.0
Franchise fees..............................................           104         102            2         2.0
                                                                 ---------   ---------    ---------    --------
     Revenues................................................       $3,361       3,010          351        11.7
Operating, selling, general and administrative expenses......        1,948       1,759          189        10.7
                                                                 ---------   ---------    ---------    --------
Operating income before depreciation
     and amortization (a)....................................       $1,413      $1,251         $162        13.0%
                                                                 =========   =========    =========    =========
<FN>
------------
(a)  Operating  income  before  depreciation  and  amortization  is  defined  as
     operating  income  before  depreciation  and  amortization  and  impairment
     charges,  if any,  related  to fixed and  intangible  assets.  As such,  it
     eliminates the significant level of non-cash  depreciation and amortization
     expense that results from the capital  intensive  nature of our  businesses
     and  intangible  assets  recognized  in  business   combinations,   and  is
     unaffected  by  our  capital  structure  or  investment   activities.   Our
     management  and Board of  Directors  use this  measure  in  evaluating  our
     consolidated  operating performance and the operating performance of all of
     our  operating  segments.  This  metric is used to allocate  resources  and
     capital to our  operating  segments and is a  significant  component of our
     annual  incentive  compensation  programs.  We believe that this measure is
     also  useful  to  investors  as it is one of the bases  for  comparing  our
     operating performance with other companies in our industries,  although our
     measure may not be directly  comparable  to similar  measures used by other
     companies. Because we use this measure as the measure of our segment profit
     or loss, we reconcile it to operating income, the most directly  comparable
     financial  measure  calculated  and presented in accordance  with Generally
     Accepted Accounting  Principles (GAAP), in the business segment footnote to
     our  financial  statements.  This  measure  should not be  considered  as a
     substitute  for  operating  income  (loss),  net  income  (loss),  net cash
     provided  by  operating  activities  or other  measures of  performance  or
     liquidity reported in accordance with GAAP.
</FN>
</TABLE>

     Video revenue consists of our basic, expanded basic, premium, pay-per-view,
equipment  and digital  cable  services.  The increases in video revenue for the
interim  periods from 2002 to 2003 are primarily due to the effects of increases
in average monthly revenue per basic subscriber as a result of rate increases in
our traditional  analog video service and growth in digital  subscribers.  These
increases were offset by lower pay-per-view  revenue due to the absence of major
boxing  events in the  second  quarter of 2003.  From June 30,  2002 to June 30,
2003, we added approximately  435,000 digital subscribers or a 22.0% increase in
digital  subscribers.  During the three and six months ended June 30,  2003,  we
added approximately 95,000 and 171,000 digital subscribers, respectively.

     The increases in high-speed  Internet  revenue for the interim periods from
2002 to 2003 are primarily due to

                                       20

<PAGE>


                  COMCAST HOLDINGS CORPORATION AND SUBSIDIARIES
                                    FORM 10-Q
                           QUARTER ENDED JUNE 30, 2003


the addition of approximately  713,000 high-speed Internet subscribers from June
30,  2002  to  June  30,  2003,  or a  61.0%  increase  in  high-speed  Internet
subscribers,  as well as to the effects of increases in average  monthly revenue
per  subscriber as a result of rate  increases.  During the three and six months
ended June 30,  2003,  we added  approximately  164,000 and  356,000  high-speed
Internet subscribers, respectively.

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

     Other  revenue  includes  phone  revenues,   installation  revenues,  guide
revenues, commissions from electronic retailing, revenues of our regional sports
programming networks and revenue from other product offerings.

     The increases in operating, selling, general and administrative expense for
the  interim  periods  from 2002 to 2003 are  primarily  due to the  effects  of
increases  in the costs of cable  programming,  high-speed  Internet  subscriber
growth,  and, to a lesser  extent,  increases  in labor  costs and other  volume
related expenses.

     Our  cost of  programming  increases  as a  result  of  changes  in  rates,
subscriber  growth,  additional  channel  offerings  and  our  acquisitions.  We
anticipate  the cost of cable  programming  will increase in the future as cable
programming rates increase and additional  sources of cable  programming  become
available.

Commerce (QVC, Inc. and Subsidiaries)

<TABLE>
<CAPTION>

                                                                  Three Months Ended
                                                                       June 30,                 Increase
                                                                   2003        2002           $           %
                                                                 ---------   ---------    ---------    --------
<S>                                                                 <C>           <C>          <C>         <C>
Net sales from electronic retailing..........................       $1,101        $990         $111        11.3%
Cost of goods sold from electronic retailing.................          697         626           71        11.3
Operating, selling, general and administrative
     expenses................................................          185         170           15         8.8
                                                                 ---------   ---------    ---------    --------
Operating income before depreciation
     and amortization (a)....................................         $219        $194          $25        13.2%
                                                                 =========   ==========   =========    =========
Gross margin.................................................         36.7  %     36.7   %
                                                                 =========   ==========


                                                                   Six Months Ended
                                                                       June 30,                 Increase
                                                                   2003        2002           $           %
                                                                 ---------   ---------    ---------    --------
Net sales from electronic retailing..........................       $2,163      $1,978         $185         9.4%
Cost of goods sold from electronic retailing.................        1,370       1,255          115         9.2
Operating, selling, general and administrative
     expenses................................................          363         337           26         7.7
                                                                 ---------   ---------    ---------    --------
Operating income before depreciation
     and amortization (a)....................................         $430        $386          $44        11.5%
                                                                 =========   ==========   =========    =========
Gross margin.................................................         36.7  %     36.5   %
                                                                 =========   ==========
<FN>
---------------
(a) See footnote (a) on page 20.
</FN>
</TABLE>

     Of the $111 million and $185 million increases in net sales from electronic
retailing  for the  interim  periods  from 2002 to 2003,  $93  million  and $167
million,  respectively,  are  attributable to increases in net sales in Germany,
Japan,  and the United  Kingdom,  and to the effects of  fluctuations in foreign
currency exchange rates during the interim periods.  The remaining  increases in
net sales from  electronic  retailing are  attributable  to growth in QVC's U.S.
operations.  Changes in the average  number of homes  receiving QVC services and
net sales per home in the United  States as compared  to the prior year  interim
periods are as follows:


                                       21

<PAGE>


                  COMCAST HOLDINGS CORPORATION AND SUBSIDIARIES
                                    FORM 10-Q
                           QUARTER ENDED JUNE 30, 2003



                                                  Three Months      Six Months
                                                      Ended            Ended
                                                  June 30, 2003    June 30, 2003
                                                  -------------    -------------


Increase in average number of homes.............        2.4%            2.7%

Increase (decrease) in net sales per home.......        0.4%           (1.1%)


     It is  unlikely  that  the  number  of  homes  receiving  the  QVC  service
domestically  will  continue to grow at rates  comparable to prior periods given
that the QVC service is already received by approximately  97% of all U.S. cable
television homes and  substantially  all satellite  television homes in the U.S.
Future growth in domestic sales will depend  increasingly on continued additions
of new  customers  from homes  already  receiving  the QVC service and growth in
repeat sales to existing customers.

     The increases in cost of goods sold are primarily  related to the growth in
net sales.  The increase in gross margin for the six month  interim  period from
2002 to 2003 is primarily due to the effects of a shift in sales mix.

     The increases in operating,  selling,  general and administrative  expenses
are  primarily  attributable  to  higher  variable  costs  and  personnel  costs
associated with the increases in sales volume.

Consolidated Analysis

     Interest Expense

     The decreases in interest expense for the interim periods from 2002 to 2003
are  primarily  attributable  to the effects of our lower amount of  outstanding
debt as a result of our net debt repayments.

     We anticipate  that, for the foreseeable  future,  interest expense will be
significant.  We believe  we will  continue  to be able to meet our  obligations
through our ability  both to generate  cash flow from  operations  and to obtain
external financing.
                            -----------------------

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

<TABLE>
<CAPTION>

                                                                Three Months Ended      Six Months Ended
                                                                     June 30,               June 30,
                                                                  2003       2002        2003       2002
                                                               ---------  ----------   ---------  ---------

<S>                                                                  <C>         <C>         <C>        <C>
Interest and dividend income...................................      $21         $11         $26        $18
Gains (losses) on sales and exchanges of investments, net......                 (103)         22       (101)
Investment impairment losses...................................      (14)       (208)        (69)      (221)
Unrealized gains (losses) on trading securities................       71        (420)         69     (1,440)
Mark to market adjustments on derivatives
     related to trading securities.............................      (68)        324         (65)     1,171
Mark to market adjustments on derivatives and hedged items.....       19         (63)         11       (134)
                                                               ---------  ----------   ---------  ---------

     Investment income (loss), net.............................      $29       ($459)        ($6)     ($707)
                                                               =========  ==========   =========  =========
</TABLE>


     Equity in Net Losses of Affiliates

     The decreases in equity in net losses of affiliates for the interim periods
from 2002 to 2003 are primarily  attributable  to decreases in the net losses of
certain of our international equity method investees.

     Other Income (Expense)

     The change in other income  (expense) for the six month interim period from
2002 to 2003 is attributable to the loss on the sale of one of our equity method
investees in the first quarter of 2002.


                                       22

<PAGE>


                  COMCAST HOLDINGS CORPORATION AND SUBSIDIARIES
                                    FORM 10-Q
                           QUARTER ENDED JUNE 30, 2003


     Income Tax (Expense) Benefit

     The changes in income tax  (expense)  benefit for the interim  periods from
2002 to 2003 are  primarily  the result of the  effects of changes in our income
(loss) before taxes and minority interest.

     Minority Interest

     The  increases in minority  interest  for the interim  periods from 2002 to
2003 are attributable to the effects of changes in the net income or loss of our
less than wholly owned consolidated subsidiaries.

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


                                       23

<PAGE>


                  COMCAST HOLDINGS CORPORATION AND SUBSIDIARIES
                                    FORM 10-Q
                           QUARTER ENDED JUNE 30, 2003


ITEM 4.       CONTROLS AND PROCEDURES

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

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

PART II.      OTHER INFORMATION
-------       -----------------

ITEM 1.       LEGAL PROCEEDINGS

     Refer to Note 9 to our condensed  financial  statements  included in Item 1
     for a discussion of recent developments related to our legal proceedings.

ITEM 6.       EXHIBITS AND REPORTS ON FORM 8-K

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

          31   Certifications of Chief Executive Officer and Co-Chief  Financial
               Officers  pursuant  to Section 302 of the  Sarbanes-Oxley  Act of
               2002.

          32   Certification of Chief Executive  Officer and Co-Chief  Financial
               Officers  pursuant  to Section 906 of the  Sarbanes-Oxley  Act of
               2002.

     (b) Reports on Form 8-K:

         None.


                                       24

<PAGE>


                  COMCAST HOLDINGS CORPORATION AND SUBSIDIARIES
                                    FORM 10-Q
                           QUARTER ENDED JUNE 30, 2003


                                   SIGNATURES

     Pursuant to the  requirements  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.



                                         COMCAST HOLDINGS CORPORATION
                                         ---------------------------------------



                                         /S/ LAWRENCE J. SALVA
                                         ---------------------------------------
                                         Lawrence J. Salva
                                         Senior Vice President and Controller
                                         (Principal Accounting Officer)


Date: August 7, 2003



                                       25

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