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:
                                 MARCH 31, 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 March 31,  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.



<PAGE>



                  COMCAST HOLDINGS CORPORATION AND SUBSIDIARIES
                                    FORM 10-Q
                          QUARTER ENDED MARCH 31, 2003
                                TABLE OF CONTENTS

<TABLE>
<CAPTION>
<S>                                                                                              <C>
                                                                                            Page Number
PART I.    FINANCIAL INFORMATION

           ITEM 1.    Financial Statements

                      Condensed Consolidated Balance Sheet as of March 31, 2003
                      and December 31, 2002 (Unaudited)............................................2
                      Condensed Consolidated Statement of Operations for the Three Months
                      Ended March 31, 2003 and 2002 (Unaudited)....................................3
                      Condensed Consolidated Statement of Cash Flows for the Three Months
                      Ended March 31, 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...................................................17
           ITEM 4.    Controls and Procedures.....................................................21
PART II.   OTHER INFORMATION

           ITEM 1.    Legal Proceedings...........................................................21
           ITEM 6.    Exhibits and Reports on Form 8-K............................................23
           SIGNATURES.............................................................................24
           CERTIFICATIONS.........................................................................25
                       ___________________________________
</TABLE>

     This Quarterly  Report on Form 10-Q is for the three months ended March 31,
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

     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.




<PAGE>



                                 COMCAST HOLDINGS CORPORATION AND SUBSIDIARIES
                                                   FORM 10-Q
                                          QUARTER ENDED MARCH 31, 2003

PART I. FINANCIAL INFORMATION

ITEM 1. FINANCIAL STATEMENTS

                                      CONDENSED CONSOLIDATED BALANCE SHEET
                                                  (Unaudited)

<TABLE>
<CAPTION>
                                                                           (Dollars in millions, except share data)
                                                                                   March 31,       December 31,
                                                                                     2003             2002
                                                                                   ---------       -----------
<S>                                                                                   <C>                 <C>
ASSETS
CURRENT ASSETS
   Cash and cash equivalents..................................................        $1,151              $676
   Investments................................................................           320               525
   Accounts receivable, less allowance for doubtful accounts of $157 and $160            961             1,015
   Inventories, net...........................................................           482               479
   Deferred income taxes......................................................           129               129
   Other current assets.......................................................           163               153
                                                                                   ---------       -----------
       Total current assets...................................................         3,206             2,977
                                                                                   ---------       -----------
NOTES RECEIVABLE FROM AFFILIATE...............................................           351               191
INVESTMENTS...................................................................           625               627
PROPERTY AND EQUIPMENT, net of accumulated depreciation of $3,872 and  $3,604          6,939             6,916
FRANCHISE RIGHTS..............................................................        16,617            16,611
GOODWILL......................................................................         6,446             6,446
OTHER INTANGIBLE ASSETS, net of accumulated amortization of $1,035 and $975            1,456             1,481
OTHER NONCURRENT ASSETS, net..................................................           452               440
                                                                                   ---------       -----------
                                                                                     $36,092           $35,689
                                                                                   =========       ===========
LIABILITIES AND STOCKHOLDERS' EQUITY
CURRENT LIABILITIES
   Accounts payable...........................................................          $884              $792
   Accrued expenses and other current liabilities.............................         1,991             1,874
   Due to affiliates..........................................................           491                76
   Deferred income taxes......................................................            27                46
   Current portion of long-term debt..........................................            24                23
                                                                                   ---------       -----------
       Total current liabilities..............................................         3,417             2,811
                                                                                   ---------       -----------
LONG-TERM DEBT, less current portion..........................................         8,451             9,257
                                                                                   ---------       -----------
NOTES PAYABLE TO AFFILIATES...................................................           451                22
                                                                                   ---------       -----------
DEFERRED INCOME TAXES.........................................................         6,894             6,836
                                                                                   ---------       -----------
OTHER NONCURRENT LIABILITIES..................................................         1,224             1,265
                                                                                   ---------       -----------
MINORITY INTEREST.............................................................         1,184             1,133
                                                                                   ---------       -----------
COMMITMENTS AND CONTINGENCIES (NOTE 8)
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.........................................................        11,818            11,818
   Retained earnings..........................................................         1,710             1,595
   Accumulated other comprehensive income (loss)..............................            (4)                5
                                                                                   ---------       -----------
       Total stockholders' equity.............................................        14,471            14,365
                                                                                   ---------       -----------
                                                                                     $36,092           $35,689
                                                                                   =========       ===========
</TABLE>

See notes to condensed consolidated financial statements.

                                        2

<PAGE>



                                COMCAST HOLDINGS CORPORATION AND SUBSIDIARIES
                                                  FORM 10-Q
                                         QUARTER ENDED MARCH 31, 2003
                                CONDENSED CONSOLIDATED STATEMENT OF OPERATIONS
                                                 (Unaudited)

<TABLE>
<CAPTION>
                                                                                      (Dollars in millions)
                                                                                   Three Months Ended March 31,
                                                                                      2003           2002
                                                                                    ---------      ---------
<S>                                                                                    <C>            <C>
REVENUES
    Service revenues.........................................................          $1,875         $1,679
    Net sales from electronic retailing......................................           1,062            988
                                                                                    ---------      ---------
                                                                                        2,937          2,667
                                                                                    ---------      ---------
COSTS AND EXPENSES
    Operating (excluding depreciation).......................................             844            743
    Cost of goods sold from electronic retailing (excluding depreciation)                 673            629
    Selling, general and administrative......................................             528            487
    Depreciation.............................................................             323            334
    Amortization.............................................................              57             53
                                                                                    ---------      ---------
                                                                                        2,425          2,246
                                                                                    ---------      ---------
OPERATING INCOME.............................................................             512            421
OTHER INCOME (EXPENSE)
    Interest expense.........................................................            (172)          (187)
    Investment loss, net.....................................................             (35)          (248)
    Equity in net losses of affiliates.......................................             (13)            (5)
    Other expense............................................................              (1)           (23)
                                                                                    ---------      ---------
                                                                                         (221)          (463)
                                                                                    ---------      ---------

INCOME (LOSS) BEFORE INCOME TAXES AND MINORITY INTEREST......................             291            (42)
INCOME TAX EXPENSE...........................................................            (121)            (3)
                                                                                    ---------      ---------
INCOME (LOSS) BEFORE MINORITY INTEREST ......................................             170            (45)
MINORITY INTEREST............................................................             (55)           (44)
                                                                                    ---------      ---------
NET INCOME (LOSS)............................................................            $115           ($89)
                                                                                    =========      =========

</TABLE>



See notes to condensed consolidated financial statements.

                                                      3

<PAGE>



                              COMCAST HOLDINGS CORPORATION AND SUBSIDIARIES
                                                FORM 10-Q
                                       QUARTER ENDED MARCH 31, 2003
                              CONDENSED CONSOLIDATED STATEMENT OF CASH FLOWS
                                               (Unaudited)


<TABLE>
<CAPTION>
                                                                              (Dollars in millions)
                                                                          Three Months Ended March 31,
                                                                              2003            2002
                                                                          ------------    -------------
<S>                                                                               <C>              <C>
OPERATING ACTIVITIES
   Net income (loss)....................................................          $115             ($89)
   Adjustments to reconcile net income (loss) to net cash provided
     by operating activities:
     Depreciation.......................................................           323              334
     Amortization.......................................................            57               53
     Non-cash interest expense, net.....................................             7               12
     Equity in net losses of affiliates.................................            13                5
     Losses (gains) on investments and other (income) expense, net                  40              277
     Minority interest..................................................            55               44
     Deferred income taxes..............................................            39               17
     Proceeds from sales of trading securities..........................            32
     Other..............................................................           (29)             (37)
                                                                          ------------    -------------
                                                                                   652              616
     Changes in working capital, net of effects of acquisitions and
      divestitures
       Decrease (increase) in accounts receivable, net..................            54              (13)
       (Increase) decrease in inventories, net..........................            (3)              28
       Increase in other current assets.................................           (10)             (47)
       Increase (decrease) in accounts payable, accrued expenses and
         other current liabilities......................................           192              (65)
                                                                          ------------    -------------
                                                                                   233              (97)

       Net cash provided by operating activities........................           885              519
                                                                          ------------    -------------

FINANCING ACTIVITIES
   Proceeds from borrowings.............................................           210              520
   Retirements and repayments of debt...................................        (1,016)            (451)
   Net transactions with affiliates.....................................           415
   Proceeds from notes payable to affiliates............................           429
   Other................................................................                             62
                                                                          ------------    -------------

       Net cash provided by financing activities........................            38              131
                                                                          ------------    -------------

INVESTING ACTIVITIES
   Acquisitions, net of cash acquired...................................                            (12)
   Proceeds from sales of (purchases of) short-term investments, net                (8)               1
   Proceeds from sales of investments...................................           115               13
   Increase in notes receivable from affiliate..........................          (160)
   Purchases of investments.............................................           (11)              (4)
   Capital expenditures.................................................          (354)            (399)
   Additions to intangible and other noncurrent assets..................           (30)             (56)
                                                                          ------------    -------------

       Net cash used in investing activities............................          (448)            (457)
                                                                          ------------    -------------

INCREASE IN CASH AND CASH EQUIVALENTS...................................           475              193

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

CASH AND CASH EQUIVALENTS, end of period................................        $1,151             $543
                                                                          ============    =============

</TABLE>

See notes to condensed consolidated financial statements.

                                                    4

<PAGE>

                  COMCAST HOLDINGS CORPORATION AND SUBSIDIARIES
                                    FORM 10-Q
                          QUARTER ENDED MARCH 31, 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 6).

     SFAS No. 149
     On April 30, 2003,  the FASB issued SFAS No. 149,  "Amendment  of Statement
     133 on Derivative Instruments and Hedging Activities" ("SFAS No. 149"). 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 will adopt SFAS No. 149 on a

                                        5

<PAGE>


                  COMCAST HOLDINGS CORPORATION AND SUBSIDIARIES
                                    FORM 10-Q
                          QUARTER ENDED MARCH 31, 2003
        NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS - CONTINUED
                                   (Unaudited)

     prospective  basis at its effective date in the fiscal third  quarter.  The
     Company  is  assessing  the impact  SFAS No. 149 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 8).

3.   INVESTMENTS

<TABLE>
<CAPTION>
                                                                             March 31,         December 31,
                                                                               2003                2002
                                                                            -----------       --------------
                                                                                     (in millions)
<S>                                                                                <C>                  <C>
     Fair value method
          AT&T Corp....................................................            $110                 $287
          Sprint Corp. PCS Group.......................................             334                  369
          Other .......................................................              72                   74
                                                                            -----------       --------------
                                                                                    516                  730

     Equity method.....................................................             314                  317
     Cost method.......................................................             115                  105
                                                                            -----------       --------------
          Total investments............................................             945                1,152
     Less, current investments.........................................             320                  525
                                                                            -----------       --------------
     Non-current investments...........................................            $625                 $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 March 31, 2003 and December 31, 2002
     of $46 million and $70  million,  respectively,  have been  reported in the
     Company's   consolidated  balance  sheet  principally  as  a  component  of
     accumulated  other  comprehensive  income (loss),  net of related  deferred
     income taxes of $16 million and $25 million, respectively.


                                        6

<PAGE>


                  COMCAST HOLDINGS CORPORATION AND SUBSIDIARIES
                                    FORM 10-Q
                          QUARTER ENDED MARCH 31, 2003
        NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS - CONTINUED
                                   (Unaudited)

     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>
                                                                             March 31,         December 31,
                                                                               2003                2002
                                                                            -----------         -----------
<S>                                                                                <C>                 <C>
     Cost.............................................................             $121                $269
     Gross unrealized gains...........................................               46                  71
     Gross unrealized losses..........................................                                   (1)
                                                                            -----------         -----------

     Fair value.......................................................             $167                $339
                                                                            ===========         ===========
</TABLE>

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


<TABLE>
<CAPTION>
                                                                                   Three Months Ended
                                                                                       March 31,
                                                                               2003                2002
                                                                            -----------         -----------
<S>                                                                            <C>                 <C>
     Interest and dividend income.........................................           $5                  $7
     Gains on sales and exchanges of investments, net                                22                   2
     Investment impairment losses.........................................          (55)                (13)
     Unrealized losses on trading securities..............................           (2)             (1,020)
     Mark to market adjustments on derivatives related
          to trading securities...........................................            3                 847
     Mark to market adjustments on derivatives and hedged items                      (8)                (71)
                                                                            -----------         -----------

          Investment loss, net............................................         ($35)              ($248)
                                                                            ===========         ===========
</TABLE>

4.   GOODWILL

     The changes in the  carrying  amount of goodwill by business  segment  (see
     Note 9) for the periods presented are as follows (in millions):


<TABLE>
<CAPTION>
                                                                                      Corporate
                                                         Cable          Commerce      and Other            Total
                                                      ------------    ------------   ------------   ------------
<S>                                                       <C>               <C>            <C>          <C>
     Balance, December 31, 2002......................       $4,693            $835           $918         $6,446
         Intersegment transfers......................           20                            (20)
                                                      ------------    ------------   ------------   ------------
     Balance, March 31, 2003.........................       $4,713            $835           $898         $6,446
                                                      ============    ============   ============   ============
</TABLE>

5.   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 four 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.  Comcast MO of Delaware,  Inc.  (formerly,
     MediaOne of  Delaware,  Inc.  and  Continental  Cablevision,  Inc.) was not
     originally  a part of the  Cross-Guarantee  Structure.  On March 12,  2003,
     Comcast  announced  the  successful  completion  of  a  bondholder  consent
     solicitation related to

                                        7

<PAGE>


                  COMCAST HOLDINGS CORPORATION AND SUBSIDIARIES
                                    FORM 10-Q
                          QUARTER ENDED MARCH 31, 2003
        NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS - CONTINUED
                                   (Unaudited)

     Comcast MO of Delaware,  Inc.'s $1.7 billion aggregate  principal amount in
     debt  securities  to  permit  it to  become  part  of  the  Cross-Guarantee
     Structure.  As of  March  31,  2003,  $24.432  billion  of  Comcast's  debt
     securities were entitled to the benefits of the Cross-Guarantee  Structure,
     including $7.093 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.

     On May 9, 2003, the Company  redeemed,  at its scheduled  redemption price,
     the outstanding  principal amount of its 8 1/4% senior  subordinated  notes
     due 2008.  The Company  refinanced the  redemption  with amounts  available
     under the Company's existing credit facilities.  As of March 31, 2003, $150
     million of these notes were outstanding.

     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 March 31, 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 3) and the  change  in the
     carrying value of the debt component of the ZONES as follows (in millions):


<TABLE>
<CAPTION>
                                                                     ZONES
                                                           --------------------------
                                                               Three Months Ended
                                                                   March 31,
                                                              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...........................                 6              6
      Decrease in derivative component
      to investment loss, net.......................                (1)          (664)

      Balance at End of Period:
      Debt component................................               497            474
      Derivative component..........................               207            481
                                                           -----------    -----------
      Total                                                       $704           $955
                                                           ===========    ===========
</TABLE>

     Interest Rates
     Excluding the derivative component of the ZONES whose changes in fair value
     are recorded to  investment  loss,  net, the Company's  effective  weighted
     average  interest rate on its total debt outstanding was 7.51% and 7.07% as
     of March 31, 2003 and December 31, 2002, respectively.



                                        8

<PAGE>


                  COMCAST HOLDINGS CORPORATION AND SUBSIDIARIES
                                    FORM 10-Q
                          QUARTER ENDED MARCH 31, 2003
        NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS - CONTINUED
                                   (Unaudited)

     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 March 31, 2003, certain  subsidiaries of the Company had unused lines
     of credit of $4.397 billion under their respective  credit  facilities.  On
     May 5, 2003,  Comcast borrowed an aggregate of $2.75 billion,  representing
     all  amounts  available  under two new  credit  agreements.  The new credit
     agreements replaced the Company's 364-day credit facility, which expired in
     May  2003.  As a result of the  refinancing,  amounts  available  under the
     Company's unused lines of credit were reduced to $2.472 billion.

     As of March 31,  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.

6. 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,
     "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
                                                                             March 31,
                                                                         2003          2002
                                                                      ----------    ----------
<S>                                                                         <C>           <C>
     Net income (loss), as reported..................................       $115          ($89)

     Deduct: Total stock-based compensation
          expense determined under fair value based method
          for all awards, net of related tax effects                         (21)          (33)
                                                                      ----------    ----------

     Pro forma, net income (loss)....................................        $94         ($122)
                                                                      ==========    ==========
</TABLE>


     Total stock-based  compensation expense was determined under the fair value
     method for all awards assuming  accelerated  vesting of the Company's 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  its  stock  options,   total   stock-based
     compensation  expense,  net of  related  tax  effects,  would have been $19
     million  and $27  million  for  the  interim  periods  in  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 2003 interim period
     was $11.62. The  weighted-average  fair value at date of grant of a Class A
     Special  common  stock  option  granted  under the option  plans during the
     interim period in 2002 was $16.43. The

                                        9

<PAGE>


                  COMCAST HOLDINGS CORPORATION AND SUBSIDIARIES
                                    FORM 10-Q
                          QUARTER ENDED MARCH 31, 2003
        NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS - CONTINUED
                                   (Unaudited)

     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 March 31,
                                              2003              2002
                                         ---------------------------------
                                            Class A       Class A Special
                                          Common Stock      Common Stock
                                         ---------------  ----------------
<S>                                              <C>              <C>
     Dividend yield.....................         0%               0%
     Expected volatility................      29.2%            29.2%
     Risk-free interest rate............       3.8%             5.3%
     Expected option lives (in years)          8.0              8.0
     Forfeiture rate....................       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.

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


<TABLE>
<CAPTION>
                                                               Three Months Ended
                                                                    March 31,
                                                               2003         2002
                                                             ---------  ----------
<S>                                                               <C>         <C>
     Net income (loss)....................................        $115        ($89)
     Unrealized losses on marketable securities                    (37)       (141)
     Reclassification adjustments for losses
       included in net income (loss)......................          22           5
     Unrealized losses on the effective portion of
      ....................................cash flow hedges                      (4)
     Foreign currency translation gains (losses)                     6         (12)
                                                             ---------  ----------
     Comprehensive income (loss)..........................        $106       ($241)
                                                             =========  ==========
</TABLE>

7.   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
                                                                            March 31,
                                                                        2003         2002
                                                                      --------     ---------
<S>                                                                       <C>           <C>
     Interest........................................................     $106          $110
     Income taxes....................................................      $36           $30
</TABLE>

8.   COMMITMENTS AND CONTINGENCIES

     Contingencies
     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,  that  triggers an exit rights
     process  with  respect to  Liberty's  approximate  42%  interest in QVC. An
     appraisal  process will  determine  the value of QVC. The Company will then
     have  the  right  to  purchase  Liberty's  interest  in  QVC  based  on the
     determined value. The

                                       10

<PAGE>


                  COMCAST HOLDINGS CORPORATION AND SUBSIDIARIES
                                    FORM 10-Q
                          QUARTER ENDED MARCH 31, 2003
        NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS - CONTINUED
                                   (Unaudited)

     Company  may pay Liberty for the QVC stock in cash,  in a  promissory  note
     maturing  not more than three years after  issuance,  in  Comcast's  equity
     securities  or in a  combination  of these,  subject to Liberty's  right to
     request payment in all equity securities and the parties' obligation to use
     reasonable  efforts to  consummate  the purchase in the most tax  efficient
     method available (provided that Comcast is not required to issue securities
     representing more than 4.9% of the outstanding  equity or vote of Comcast's
     common stock). If the Company elects not to purchase  Liberty's interest in
     QVC,  Liberty  then will have a similar  right to  purchase  the  Company's
     approximate  57% interest in QVC. If neither the Company nor Liberty  elect
     to purchase  the  interest  of the other,  then the Company and Liberty are
     required to use their best efforts to sell QVC; either company is permitted
     to be a purchaser  in any such sale.  The Company and Liberty may agree not
     to enter into a transaction,  or may agree to a transaction other than that
     specified in the  stockholders  agreement.  Under the current  terms of the
     stockholders  agreement between the Company and Liberty,  the Company would
     no longer  control QVC if it elects not to purchase  Liberty's  interest in
     QVC.

     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.

     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 requires  annual fixed price  payments,  subject to
     adjustment for various factors,  including  inflation.  The term sheet also
     requires  Comcast to pay  two-thirds of Starz  Encore's  programming  costs
     above levels designated in the term sheet.

     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

                                       11

<PAGE>


                  COMCAST HOLDINGS CORPORATION AND SUBSIDIARIES
                                    FORM 10-Q
                          QUARTER ENDED MARCH 31, 2003
        NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS - CONTINUED
                                   (Unaudited)

     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.  In connection  with the standstill  agreement,  the court
     granted a stay on October  30,  2001.  The terms of the stay order  allowed
     either  party to  petition  the court to lift the stay after April 30, 2002
     and to proceed with the  litigation.  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  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 intend to oppose 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,  have  sought an  extension  of time from the Court to respond to
     Starz Encore's amended complaint.

     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

                                       12

<PAGE>


                  COMCAST HOLDINGS CORPORATION AND SUBSIDIARIES
                                    FORM 10-Q
                          QUARTER ENDED MARCH 31, 2003
        NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS - CONTINUED
                                   (Unaudited)

     services;   (iii)  tortious   interference  with  prospective   contractual
     relations;  and  (iv)  civil  conspiracy.  A  hearing  in  the  arbitration
     commenced on May 9, 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>


                  COMCAST HOLDINGS CORPORATION AND SUBSIDIARIES
                                    FORM 10-Q
                          QUARTER ENDED MARCH 31, 2003
        NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS - CONTINUED
                                   (Unaudited)

9.   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).

<TABLE>
<CAPTION>
                                                                                    Corporate and
                                                           Cable         Commerce       Other (1)        Total
                                                           -----         --------   -------------        -----
<S>                                                       <C>             <C>              <C>          <C>
Three Months Ended March 31, 2003
---------------------------------
Revenues (2).........................................      $1,645          $1,062           $230         $2,937
Operating income before depreciation
     and amortization (3)............................         675             211              6            892
Depreciation and amortization........................         299              31             50            380
Operating income (loss)..............................         376             180            (44)           512
Interest expense.....................................         139               1             32            172
Capital expenditures.................................         335              13              6            354

Three Months Ended March 31, 2002
---------------------------------
Revenues (2).........................................      $1,469            $988           $210         $2,667
Operating income before depreciation
     and amortization (3)............................         597             192             19            808
Depreciation and amortization........................         293              27             67            387
Operating income (loss)..............................         304             165            (48)           421
Interest expense.....................................         146               3             38            187
Capital expenditures.................................         358              32              9            399

As of March 31, 2003
--------------------
Assets...............................................     $29,006          $3,083         $4,003        $36,092
Long-term debt, less current portion                        7,103                          1,348          8,451

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
_______________

<FN>
(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 3 and 4).
(2)      Revenues include $215 million and $140 million during the 2003 and 2002
         interim periods,  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 commonly
         referred  to in the  Company's  businesses  as  EBITDA.  EBITDA  is the
         measure of profit or loss used to  evaluate  performance  of all of the
         Company's  operating  segments  and  operating  units within all of the
         Company's  segments.  EBITDA 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.  EBITDA is
         frequently  used  as one of  the  bases  for  comparing  the  Company's
         operating performance with other companies in the Company's industries,
         although the Company's measure of EBITDA may not be directly comparable
         to similarly titled measures of other  companies.  EBITDA 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>


                                       14

<PAGE>


                  COMCAST HOLDINGS CORPORATION AND SUBSIDIARIES
                                    FORM 10-Q
                          QUARTER ENDED MARCH 31, 2003
        NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS - CONTINUED
                                   (Unaudited)


10.  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
     during the 2003 interim period.  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 $9 million during
     the 2003 interim period.  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 $37 million
     during the 2003 interim  period.  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 $33 million during the 2003 interim period. During the
     2002  interim  period,  a similar cost sharing  agreement  existed  between
     Comcast Cable and its  subsidiaries.  Accordingly,  amounts related to that
     agreement  were   eliminated  in  the  Company's   consolidated   financial
     statements during the 2002 interim period.

     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 agreements
     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 during the 2003
     interim  period.  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 period.

     Current due to  affiliates  in the  Company's  consolidated  balance  sheet
     primarily  consists of amounts due to Comcast and its affiliates  under the
     management and cost sharing agreements  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.


                                       15

<PAGE>


                  COMCAST HOLDINGS CORPORATION AND SUBSIDIARIES
                                    FORM 10-Q
                          QUARTER ENDED MARCH 31, 2003
        NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS - CONCLUDED
                                   (Unaudited)

     As of March 31, 2003 and December 31, 2002, notes receivable from affiliate
     consist of an aggregate of $351 million and $191 million  principal amount,
     respectively,  of notes receivable from Comcast.  The notes receivable bear
     interest at rates  ranging  from 5.25% to 7.5% and are due between 2012 and
     2013.  As of March  31,  2003 and  December  31,  2002,  notes  payable  to
     affiliates  consist  of an  aggregate  of  $451  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.  Interest relating to such
     notes as of March 31, 2003 and December 31, 2002 was not significant and is
     included in due to affiliates in the Company's consolidated balance sheet.


                                       16

<PAGE>


                  COMCAST HOLDINGS CORPORATION AND SUBSIDIARIES
                                    FORM 10-Q
                          QUARTER ENDED MARCH 31, 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.

     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
                                                                      March 31,         Increase / (Decrease)
                                                                  2003        2002          $           %
                                                                ---------   ---------   ----------  ---------
<S>                                                                <C>         <C>            <C>        <C>
Revenues.....................................................      $2,937      $2,667         $270       10.1%
Cost of goods sold from electronic retailing                          673         629           44        7.0
Operating, selling, general and administrative expenses             1,372       1,230          142       11.5
Depreciation and amortization................................         380         387           (7)      (1.8)
                                                                ---------   ---------   ----------  ---------
Operating income.............................................         512         421           91       21.6
Interest expense.............................................        (172)       (187)         (15)      (8.0)
Investment loss, net.........................................         (35)       (248)        (213)     (85.9)
Equity in net losses of affiliates...........................         (13)         (5)           8      160.0
Other expense................................................          (1)        (23)         (22)     (95.7)
Income tax expense...........................................        (121)         (3)         118         NM
Minority interest............................................         (55)        (44)          11       25.0
                                                                ---------   ---------   ----------  ---------
Net income (loss)............................................        $115        ($89)        $204         NM
                                                                =========   =========   ==========  =========
Operating income before depreciation and amortization (1)            $892        $808          $84       10.4%
                                                                =========   =========   ==========  =========
____________
<FN>
(1)      Operating  income  before  depreciation  and  amortization  is commonly
         referred  to in our  businesses  as  EBITDA.  EBITDA is the  measure of
         profit or loss used to  evaluate  performance  of all of our  operating
         segments  and  operating  units within all of our  segments.  EBITDA 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. EBITDA is frequently used as one of the bases for comparing
         our  operating  performance  with other  companies  in our  industries,
         although  our  measure  of EBITDA  may not be  directly  comparable  to
         similarly titled measures of other companies.  Because we use EBITDA 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.
         Therefore, we believe our measure of EBITDA is not a Non-GAAP financial
         measure as  contemplated  by Regulation G adopted by the Securities and
         Exchange  Commission.  EBITDA  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>


                                       17

<PAGE>


                  COMCAST HOLDINGS CORPORATION AND SUBSIDIARIES
                                    FORM 10-Q
                          QUARTER ENDED MARCH 31, 2003

Consolidated Operating Results

     Revenues

     The increase in  consolidated  revenues for the interim period from 2002 to
2003 is primarily  attributable to an increase in service  revenues in our Cable
segment  and, to a lesser  extent,  to an increase in net sales in our  Commerce
segment (see  "Operating  Results by Business  Segment"  below).  The  remaining
increase is  primarily  the result of  increases  in  revenues  from our content
operations, principally due to increases in distribution 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  increase in cost of goods sold from  electronic
retailing.

     Operating, selling, general and administrative expenses

     The increase in consolidated operating, selling, general and administrative
expenses for the interim period from 2002 to 2003 is primarily  attributable  to
increases in expenses in our Cable segment 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,  principally  due  to  growth  in  our  historical
operations.

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 9 to our financial  statements  included in Item 1
for a summary of our financial data by business segment.

Cable

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

<TABLE>
<CAPTION>
                                                                  Three Months Ended
                                                                       March 31,                Increase
                                                                   2003        2002           $           %
                                                                 ---------   ---------    ---------    --------
<S>                                                                 <C>         <C>             <C>         <C>
Video........................................................       $1,230      $1,150          $80         7.0%
High-speed Internet..........................................          204         119           85        71.3
Advertising sales............................................           92          81           11        13.9
Other........................................................           68          68
Franchise fees...............................................           51          51
                                                                 ---------   ---------    ---------    --------
     Revenues................................................        1,645       1,469          176        12.0
Operating, selling, general and administrative expenses .....          970         872           98        11.3
                                                                 ---------   ---------    ---------    --------
Operating income before depreciation
     and amortization (a)....................................         $675        $597          $78        12.9%
                                                                 =========   =========    =========    ========
_______________
<FN>
(a) See footnote (1) on page 17.
</FN>
</TABLE>

     Video revenue consists of our basic, expanded basic, premium, pay-per-view,
equipment and digital cable services. The $80 million increase in video revenues
for the  interim  period  from 2002 to 2003 is  attributable  to the  effects of
subscriber growth, driven principally by growth in digital subscribers, and rate
increases. From March 31, 2002 to March 31, 2003, we added approximately 466,000
digital subscribers or a 25.1% increase in digital subscribers.  During the 2003
interim period, we added approximately 76,000 digital subscribers.

     The increase in  high-speed  Internet  revenue for the interim  period from
2002 to 2003 is primarily due to growth in high-speed Internet subscribers. From
March 31, 2002 to March 31,  2003,  we added  approximately  678,000  high-speed
Internet subscribers or a 65.1%

                                       18

<PAGE>


                  COMCAST HOLDINGS CORPORATION AND SUBSIDIARIES
                                    FORM 10-Q
                          QUARTER ENDED MARCH 31, 2003


increase in high-speed Internet subscribers.  During the 2003 interim period, we
added approximately 192,000 high-speed Internet subscribers.

     The increase in advertising  sales revenue for the interim period from 2002
to 2003 is primarily due to the effects of a stronger advertising market and the
continued leveraging of our market-wide fiber interconnects.

     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 increase in operating,  selling, general and administrative expense for
the  interim  period  from  2002 to  2003 is  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.

<TABLE>
<CAPTION>
Commerce (QVC, Inc. and Subsidiaries)                             Three Months Ended
                                                                       March 31,                Increase
                                                                   2003        2002           $           %
                                                                 ---------   ---------    ---------    --------
<S>                                                                 <C>           <C>           <C>         <C>
Net sales from electronic retailing..........................       $1,062        $988          $74         7.5%
Cost of goods sold from electronic retailing                           673         629           44         7.0
Operating, selling, general and administrative
     expenses................................................          178         167           11         6.6
                                                                 ---------   ---------    ---------    --------
Operating income before depreciation
     and amortization (a)....................................         $211        $192          $19         9.8%
                                                                 =========   =========    =========    ========
Gross margin.................................................         36.6%       36.4%
                                                                 =========   =========
_______________
<FN>
(a) See footnote (1) on page 17.
</FN>
</TABLE>

     The $74 million  increase in net sales from  electronic  retailing  for the
interim  period from 2002 to 2003 is  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.  Net sales from
electronic  retailing in the United  States for the interim  period in 2003 were
flat as compared to the prior year period, principally as a result of a decrease
in net sales per home.  Changes in the  average  number of homes  receiving  QVC
services and net sales per home as compared to the prior year interim period are
as follows:


                                                       Three Months Ended
                                                         March 31, 2003
                                                     -----------------------


Increase in average number of homes.................          3.1%

Decrease in net sales per home......................          2.6%


     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 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  increase in cost of goods sold is  primarily  related to the growth in
net sales.  The increase in gross  margin is  primarily  due to the effects of a
shift in sales mix.

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


                                       19

<PAGE>


                  COMCAST HOLDINGS CORPORATION AND SUBSIDIARIES
                                    FORM 10-Q
                          QUARTER ENDED MARCH 31, 2003


Consolidated Analysis

     Interest Expense

     The decrease in interest  expense for the interim  period from 2002 to 2003
is 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 Loss, Net
     Investment  loss,  net for the interim  periods  includes the following (in
millions):


<TABLE>
<CAPTION>
                                                                Three Months Ended
                                                                     March 31,
                                                                  2003        2002
                                                               ---------  ----------
<S>                                                                   <C>         <C>
Interest and dividend income...................................       $5          $7
Gains on sales and exchanges of investments, net                      22           2
Investment impairment losses...................................      (55)        (13)
Unrealized losses on trading securities........................       (2)     (1,020)
Mark to market adjustments on derivatives
     related to trading securities.............................        3         847
Mark to market adjustments on derivatives and hedged items            (8)        (71)
                                                               ---------  ----------

     Investment loss, net......................................     ($35)      ($248)
                                                               =========  ==========
</TABLE>


     Other Expense

     The decrease in other  expense for the interim  period from 2002 to 2003 is
attributable  to the loss on the sale of one of our equity  method  investees in
the 2002 interim period.

     Income Tax Expense

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

     Minority Interest

     The increase in minority  interest for the interim period from 2002 to 2003
is  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.





                                       20

<PAGE>


                  COMCAST HOLDINGS CORPORATION AND SUBSIDIARIES
                                    FORM 10-Q
                          QUARTER ENDED MARCH 31, 2003


ITEM 4. CONTROLS AND PROCEDURES

     (a)  Disclosure  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-14(c) and 15d-14(c)) as of a date (the
          "Evaluation  Date")  within 90 days  before  the  filing  date of this
          quarterly  report,  have concluded that as of the Evaluation Date, 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.

     (b)  Changes in internal controls. There were no significant changes in our
          internal  controls or to our  knowledge,  in other  factors that could
          significantly  affect our internal controls and procedures  subsequent
          to the Evaluation Date.

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

ITEM 1. LEGAL PROCEEDINGS

     Litigation  has been filed  against us as a result of our  alleged  conduct
     with respect to our  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 us, Brian L. Roberts
     (our  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 us and the other  defendants  in  connection
     with  transactions  agreed to in March 2000 among At Home, us, 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 us, 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.

     We deny any  wrongdoing in connection  with the claims which have been made
     against us, our subsidiaries and Brian L. Roberts, and intend 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 our
     consolidated  financial  position,  but could  possibly  be material to our
     consolidated results of operations of any one period. Further, no assurance
     can be  given  that  any  adverse  outcome  would  not be  material  to our
     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 requires  annual fixed price  payments,  subject to
     adjustment for various factors,  including  inflation.  The term sheet also
     requires  Comcast to pay  two-thirds of Starz  Encore's  programming  costs
     above levels designated in the term sheet.

     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

                                       21

<PAGE>


                  COMCAST HOLDINGS CORPORATION AND SUBSIDIARIES
                                    FORM 10-Q
                          QUARTER ENDED MARCH 31, 2003


     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.  In connection  with the standstill  agreement,  the court
     granted a stay on October  30,  2001.  The terms of the stay order  allowed
     either  party to  petition  the court to lift the stay after April 30, 2002
     and to proceed with the  litigation.  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,  Comcast filed suit against Starz Encore Group LLC in
     the United States District Court for the Eastern  District of Pennsylvania.
     We seek a declaratory  judgment that,  pursuant to our 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 Comcast raised issues of
     state law that the United States  District  Court should decline to decide.
     We 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 us
     and  Comcast as  defendants  and adds new claims  against  us,  Comcast and
     Broadband  asserting  alleged  breaches  of,  and  interference  with,  the
     standstill  agreement  relating to the  lawsuit  filed by us 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 our 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  joint-marketing  obligations  under the term sheet and that we and
     Comcast have breached certain  joint-marketing  obligations under the March
     17, 1999 contract and other agreements. We, Comcast and Broadband intend to
     oppose 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,  have
     sought an  extension  of time from the Court to respond  to Starz  Encore's
     amended complaint.

     On April 3, 2003, we 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
     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,
     we 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. A hearing in the arbitration commenced on May 9, 2003.

                                       22

<PAGE>


                  COMCAST HOLDINGS CORPORATION AND SUBSIDIARIES
                                    FORM 10-Q
                          QUARTER ENDED MARCH 31, 2003


     On June 21,  2002,  CSG  filed a lawsuit  against  us 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 us without  prejudice.  On November 15, 2002,  Comcast  initiated a
     lawsuit  against  CSG  in  federal  court  in  Philadelphia,   Pennsylvania
     asserting  that cable  systems owned by us 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
     our 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.

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

ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K

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

        None.

     (b) Reports on Form 8-K:

        None.




                                       23

<PAGE>


                  COMCAST HOLDINGS CORPORATION AND SUBSIDIARIES
                                    FORM 10-Q
                          QUARTER ENDED MARCH 31, 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: May 15, 2003






                                       24

<PAGE>



                                 CERTIFICATIONS

I, Brian L. Roberts, certify that:

1.   I have  reviewed  this  quarterly  report on Form 10-Q of Comcast  Holdings
     Corporation;

2.   Based on my knowledge,  this  quarterly  report does not contain any untrue
     statement of a material fact or omit to state a material fact  necessary to
     make the statements  made, in light of the  circumstances  under which such
     statements  were made, not misleading with respect to the period covered by
     this quarterly report;

3.   Based on my  knowledge,  the  financial  statements,  and  other  financial
     information  included  in this  quarterly  report,  fairly  present  in all
     material respects the financial  condition,  results of operations and cash
     flows of the  registrant  as of, and for,  the  periods  presented  in this
     quarterly report;

4.   The  registrant's  other  certifying  officers  and I are  responsible  for
     establishing and maintaining disclosure controls and procedures (as defined
     in Exchange Act Rules 13a-14 and 15d-14) for the registrant and we have:

     a)  designed  such  disclosure  controls  and  procedures  to  ensure  that
         material  information   relating  to  the  registrant,   including  its
         consolidated  subsidiaries,  is made known to us by others within those
         entities, particularly during the period in which this quarterly report
         is being prepared;

     b)  evaluated the effectiveness of the registrant's disclosure controls and
         procedures as of a date within 90 days prior to the filing date of this
         quarterly report (the "Evaluation Date"); and

     c)  presented  in  this  quarterly   report  our   conclusions   about  the
         effectiveness  of the disclosure  controls and procedures  based on our
         evaluation as of the Evaluation Date;

5.   The registrant's other certifying  officers and I have disclosed,  based on
     our most recent  evaluation,  to the  registrant's  auditors  and the audit
     committee of the registrant's board of directors (or persons performing the
     equivalent function):

     a)  all  significant  deficiencies  in the design or  operation of internal
         controls  which  could  adversely  affect the  registrant's  ability to
         record,   process,   summarize  and  report  financial  data  and  have
         identified  for the  registrant's  auditors any material  weaknesses in
         internal controls; and

     b)  any fraud,  whether or not material,  that involves management or other
         employees  who have a  significant  role in the  registrant's  internal
         controls; and

6.   The  registrant's  other  certifying  officers and I have indicated in this
     quarterly report whether or not there were significant  changes in internal
     controls  or in other  factors  that could  significantly  affect  internal
     controls  subsequent to the date of our most recent  evaluation,  including
     any corrective actions with regard to significant deficiencies and material
     weaknesses.


Date: May 15, 2003



/s/ BRIAN L. ROBERTS
--------------------------------------------
Name: Brian L. Roberts
Chief Executive Officer




                                       25

<PAGE>



I, Lawrence S. Smith, certify that:

1.   I have  reviewed  this  quarterly  report on Form 10-Q of Comcast  Holdings
     Corporation;

2.   Based on my knowledge,  this  quarterly  report does not contain any untrue
     statement of a material fact or omit to state a material fact  necessary to
     make the statements  made, in light of the  circumstances  under which such
     statements  were made, not misleading with respect to the period covered by
     this quarterly report;

3.   Based on my  knowledge,  the  financial  statements,  and  other  financial
     information  included  in this  quarterly  report,  fairly  present  in all
     material respects the financial  condition,  results of operations and cash
     flows of the  registrant  as of, and for,  the  periods  presented  in this
     quarterly report;

4.   The  registrant's  other  certifying  officers  and I are  responsible  for
     establishing and maintaining disclosure controls and procedures (as defined
     in Exchange Act Rules 13a-14 and 15d-14) for the registrant and we have:

     a)  designed  such  disclosure  controls  and  procedures  to  ensure  that
         material  information   relating  to  the  registrant,   including  its
         consolidated  subsidiaries,  is made known to us by others within those
         entities, particularly during the period in which this quarterly report
         is being prepared;

     b)  evaluated the effectiveness of the registrant's disclosure controls and
         procedures as of a date within 90 days prior to the filing date of this
         quarterly report (the "Evaluation Date"); and

     c)  presented  in  this  quarterly   report  our   conclusions   about  the
         effectiveness  of the disclosure  controls and procedures  based on our
         evaluation as of the Evaluation Date;

5.   The registrant's other certifying  officers and I have disclosed,  based on
     our most recent  evaluation,  to the  registrant's  auditors  and the audit
     committee of the registrant's board of directors (or persons performing the
     equivalent function):

     a)  all  significant  deficiencies  in the design or  operation of internal
         controls  which  could  adversely  affect the  registrant's  ability to
         record,   process,   summarize  and  report  financial  data  and  have
         identified  for the  registrant's  auditors any material  weaknesses in
         internal controls; and

     b)  any fraud,  whether or not material,  that involves management or other
         employees  who have a  significant  role in the  registrant's  internal
         controls; and

6.   The  registrant's  other  certifying  officers and I have indicated in this
     quarterly report whether or not there were significant  changes in internal
     controls  or in other  factors  that could  significantly  affect  internal
     controls  subsequent to the date of our most recent  evaluation,  including
     any corrective actions with regard to significant deficiencies and material
     weaknesses.


Date: May 15, 2003



/s/ LAWRENCE S. SMITH
-------------------------------------------
Name: Lawrence S. Smith
Co-Chief Financial Officer







                                       26

<PAGE>


I, John R. Alchin, certify that:

1.   I have  reviewed  this  quarterly  report on Form 10-Q of Comcast  Holdings
     Corporation;

2.   Based on my knowledge,  this  quarterly  report does not contain any untrue
     statement of a material fact or omit to state a material fact  necessary to
     make the statements  made, in light of the  circumstances  under which such
     statements  were made, not misleading with respect to the period covered by
     this quarterly report;

3.   Based on my  knowledge,  the  financial  statements,  and  other  financial
     information  included  in this  quarterly  report,  fairly  present  in all
     material respects the financial  condition,  results of operations and cash
     flows of the  registrant  as of, and for,  the  periods  presented  in this
     quarterly report;

4.   The  registrant's  other  certifying  officers  and I are  responsible  for
     establishing and maintaining disclosure controls and procedures (as defined
     in Exchange Act Rules 13a-14 and 15d-14) for the registrant and we have:

     a)  designed  such  disclosure  controls  and  procedures  to  ensure  that
         material  information   relating  to  the  registrant,   including  its
         consolidated  subsidiaries,  is made known to us by others within those
         entities, particularly during the period in which this quarterly report
         is being prepared;

     b)  evaluated the effectiveness of the registrant's disclosure controls and
         procedures as of a date within 90 days prior to the filing date of this
         quarterly report (the "Evaluation Date"); and

     c)  presented  in  this  quarterly   report  our   conclusions   about  the
         effectiveness  of the disclosure  controls and procedures  based on our
         evaluation as of the Evaluation Date;

5.   The registrant's other certifying  officers and I have disclosed,  based on
     our most recent  evaluation,  to the  registrant's  auditors  and the audit
     committee of the registrant's board of directors (or persons performing the
     equivalent function):

     a)  all  significant  deficiencies  in the design or  operation of internal
         controls  which  could  adversely  affect the  registrant's  ability to
         record,   process,   summarize  and  report  financial  data  and  have
         identified  for the  registrant's  auditors any material  weaknesses in
         internal controls; and

     b)  any fraud,  whether or not material,  that involves management or other
         employees  who have a  significant  role in the  registrant's  internal
         controls; and

6.   The  registrant's  other  certifying  officers and I have indicated in this
     quarterly report whether or not there were significant  changes in internal
     controls  or in other  factors  that could  significantly  affect  internal
     controls  subsequent to the date of our most recent  evaluation,  including
     any corrective actions with regard to significant deficiencies and material
     weaknesses.


Date: May 15, 2003



/s/ JOHN R. ALCHIN
--------------------------------------------
Name: John R. Alchin
Co-Chief Financial Officer


                                       27