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:

                               SEPTEMBER 30, 2003
                                       OR

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

                        Commission File Number 001-15471

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

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

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


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

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

Indicate by check mark whether the registrant (1) has filed all reports required
to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during
the preceding  twelve months (or for such shorter period that the registrant was
required to file such  reports),  and (2) has been subject to such  requirements
for the past 90 days.

                  Yes  X                            No
                      ---                                 ---

                           __________________________

Indicate  by check mark  whether  the  registrant  is an  accelerated  filer (as
defined in Rule 12-b2 of the Exchange Act).

                  Yes                               No     X
                      ---                                 ---

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

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


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

           ITEM 1.    Financial Statements

                      Condensed Consolidated Balance Sheet as of September 30, 2003
                      and December 31, 2002 (Unaudited)......................................................2
                      Condensed Consolidated Statement of Operations for the Three and Nine Months
                      Ended September 30, 2003 and 2002 (Unaudited)..........................................3
                      Condensed Consolidated Statement of Cash Flows for the Nine Months
                      Ended September 30, 2003 and 2002 (Unaudited)..........................................4
                      Notes to Condensed Consolidated Financial Statements (Unaudited).......................5
           ITEM 2.    Management's Discussion and Analysis of Financial Condition
                      and Results of Operations.............................................................19
           ITEM 4.    Controls and Procedures...............................................................24

PART II.   OTHER INFORMATION

           ITEM 1.    Legal Proceedings.....................................................................24
           ITEM 6.    Exhibits and Reports on Form 8-K......................................................24
           SIGNATURES.......................................................................................25
                                          ___________________________________

</TABLE>


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

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

Factors Affecting Future Operations

     As more fully described  elsewhere in this Quarterly  Report,  on September
17, 2003, we sold our  approximate  57% interest in QVC,  Inc.,  our  electronic
retailing subsidiary, to Liberty Media Corporation. The results of QVC have been
reported  as   discontinued   operations  for  all  periods   presented  in  the
accompanying condensed consolidated financial statements.

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

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


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

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

ITEM 1.                    FINANCIAL STATEMENTS

                      CONDENSED CONSOLIDATED BALANCE SHEET
                                   (Unaudited)

                                                                            (Dollars in millions, except share data)
                                                                                   September 30,   December 31,
                                                                                       2003           2002
                                                                                   ------------    -----------
<S>                                                                                      <C>              <C>
ASSETS
------
CURRENT ASSETS
   Cash and cash equivalents..................................................           $3,213           $400
   Investments................................................................            1,138            517
   Accounts receivable, less allowance for doubtful accounts of $82  and $74..              414            446
   Other current assets.......................................................              261            133
   Current assets of discontinued operations..................................                           1,481
                                                                                   ------------    -----------
       Total current assets...................................................            5,026          2,977
                                                                                   ------------    -----------
NOTES RECEIVABLE FROM AFFILIATES..............................................              853            191
DUE FROM AFFILIATES...........................................................            1,342
INVESTMENTS...................................................................            2,876            594
PROPERTY AND EQUIPMENT, net of accumulated depreciation of $4,198  and  $3,398            6,513          6,431
FRANCHISE RIGHTS..............................................................           16,619         16,611
GOODWILL......................................................................            5,611          5,611
OTHER INTANGIBLE ASSETS, net of accumulated amortization of $985  and $688....            1,214          1,311
OTHER NONCURRENT ASSETS, net..................................................              289            368
NONCURRENT ASSETS OF DISCONTINUED OPERATIONS..................................                           1,595
                                                                                   ------------    -----------
                                                                                        $40,343        $35,689
                                                                                   ============    ===========
LIABILITIES AND STOCKHOLDERS' EQUITY
------------------------------------
CURRENT LIABILITIES
   Accounts payable...........................................................             $249           $425
   Accrued expenses and other current liabilities.............................            2,725          1,425
   Due to affiliates..........................................................                              76
   Deferred income taxes......................................................               36             46
   Current portion of long-term debt..........................................              375             23
   Current liabilities of discontinued operations.............................                             816
                                                                                   ------------    -----------
       Total current liabilities..............................................            3,385          2,811
                                                                                   ------------    -----------
LONG-TERM DEBT, less current portion..........................................            7,941          9,256
                                                                                   ------------    -----------
NOTES PAYABLE TO AFFILIATES...................................................               49             22
                                                                                   ------------    -----------
DEFERRED INCOME TAXES.........................................................            8,923          6,830
                                                                                   ------------    -----------
OTHER NONCURRENT LIABILITIES..................................................            1,187          1,216
                                                                                   ------------    -----------
MINORITY INTEREST.............................................................              295            266
                                                                                   ------------    -----------
NONCURRENT LIABILITIES AND MINORITY INTEREST OF
   DISCONTINUED OPERATIONS....................................................                             923
                                                                                   ------------    -----------
COMMITMENTS AND CONTINGENCIES (NOTE 9)
STOCKHOLDERS' EQUITY
   Preferred stock - authorized 20,000,000 shares; issued, zero...............
   Class A common stock, $1.00 par value - authorized,
     200,000,000 shares; issued, 21,591,115 ..................................               22             22
   Class A special common stock, $1.00 par value - authorized,
     2,500,000,000 shares; issued 916,198,519.................................              916            916
   Class B common stock, $1.00 par value - authorized, 50,000,000 shares;
     issued, 9,444,375 .......................................................                9              9
   Additional capital.........................................................           12,331         11,818
   Retained earnings..........................................................            5,311          1,595
   Accumulated other comprehensive income (loss)..............................              (26)             5
                                                                                   ------------    -----------
       Total stockholders' equity.............................................           18,563         14,365
                                                                                   ------------    -----------
                                                                                        $40,343        $35,689
                                                                                   ============    ===========
           See notes to condensed consolidated financial statements.


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

                                                                                      (Dollars in millions)
                                                                             Three Months Ended    Nine Months Ended
                                                                               September 30,         September 30,
                                                                              2003       2002       2003       2002
                                                                            ---------  ---------  ---------  ---------

<S>                                                                            <C>        <C>        <C>        <C>
SERVICE REVENUES...........................................................    $1,882     $1,698     $5,703     $5,102

COSTS AND EXPENSES
    Operating (excluding depreciation).....................................       661        597      2,054      1,831
    Selling, general and administrative....................................       491        459      1,469      1,340
    Depreciation...........................................................       330        321        965        957
    Amortization...........................................................        49         50        136        134
                                                                            ---------  ---------  ---------  ---------
                                                                                1,531      1,427      4,624      4,262
                                                                            ---------  ---------  ---------  ---------
OPERATING INCOME...........................................................       351        271      1,079        840
OTHER INCOME (EXPENSE)
    Interest expense.......................................................      (161)      (172)      (500)      (535)
    Interest income (expense) on affiliate notes, net......................       (10)                    2
    Investment loss, net...................................................      (166)       (47)      (198)      (702)
    Equity in net losses of affiliates.....................................       (15)        (9)       (45)       (55)
    Other income (expense).................................................        (1)         5          1        (12)
                                                                            ---------  ---------  ---------  ---------
                                                                                 (353)      (223)      (740)    (1,304)
                                                                            ---------  ---------  ---------  ---------

(LOSS) INCOME FROM CONTINUING OPERATIONS BEFORE INCOME TAXES AND
    MINORITY INTEREST......................................................        (2)        48        339       (464)
INCOME TAX BENEFIT (EXPENSE)...............................................        84        (27)       (48)       123
                                                                            ---------  ---------  ---------  ---------

INCOME (LOSS) FROM CONTINUING OPERATIONS BEFORE MINORITY INTEREST..........        82         21        291       (341)
MINORITY INTEREST..........................................................       (14)         3        (33)       (23)
                                                                            ---------  ---------  ---------  ---------
INCOME (LOSS) FROM CONTINUING OPERATIONS...................................        68         24        258       (364)
INCOME FROM DISCONTINUED OPERATIONS, net of tax............................        39         52        168        141
GAIN ON DISCONTINUED OPERATIONS, net of tax................................     3,290                 3,290
                                                                            ---------  ---------  ---------  ---------
NET INCOME (LOSS)..........................................................    $3,397        $76     $3,716      ($223)
                                                                            =========  =========  =========  =========

           See notes to condensed consolidated financial statements.

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                                       3
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<S>                                                                             <C>               <C>

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


                                                                              (Dollars in millions)
                                                                                Nine Months Ended
                                                                                  September 30,
                                                                                2003           2002
                                                                           -----------    -------------
OPERATING ACTIVITIES
   Net income (loss)......................................................      $3,716            ($223)
   Income from discontinued operations....................................        (168)            (141)
   Gain on discontinued operations........................................      (3,290)
                                                                           -----------    -------------
   Income (loss) from continuing operations...............................         258             (364)

   Adjustments to reconcile income (loss) from continuing operations to net cash
     provided by operating activities from continuing operations:
     Depreciation.........................................................         965              957
     Amortization.........................................................         136              134
     Non-cash interest expense, net.......................................          22               32
     Equity in net losses of affiliates...................................          45               55
     Losses (gains) on investments and other (income) expense, net........         213              733
     Minority interest....................................................          33               23
     Deferred income taxes................................................         128              (60)
     Proceeds from sales of trading securities............................          85
     Other................................................................           2              (56)
                                                                           -----------    -------------
                                                                                 1,887            1,454
     Changes in working capital, net of effects of acquisitions and
     divestitures:
      Decrease in accounts receivable, net................................          30               11
      Increase in other current assets....................................        (135)              (5)
      Increase in accounts payable, accrued expenses and other
       current liabilities................................................         284              183
                                                                           -----------    -------------
                                                                                   179              189

      Net cash provided by operating activities from continuing operations       2,066            1,643
                                                                           -----------    -------------

FINANCING ACTIVITIES
   Proceeds from borrowings...............................................       1,260              876
   Retirements and repayments of debt.....................................      (2,293)          (1,801)
   Net transactions with affiliates.......................................      (1,430)
   Capital contribution from parent.......................................         467
   Proceeds from notes payable to affiliates..............................          27
   Other..................................................................                           70
                                                                           -----------    -------------

      Net cash used in financing activities from continuing operations....      (1,969)            (855)
                                                                           -----------    -------------

INVESTING ACTIVITIES
   Acquisitions, net of cash acquired.....................................         (22)             (16)
   Proceeds from sales of (purchases of) short-term investments, net......           4                4
   Increase in notes receivable from affiliates...........................        (662)
   Proceeds from sale of discontinued operations..........................       1,350
   Proceeds from sales of Liberty Notes...................................       3,000
   Proceeds from sales of investments.....................................         213              734
   Purchases of investments...............................................         (68)             (48)
   Capital expenditures...................................................      (1,038)          (1,035)
   Additions to intangible and other noncurrent assets....................         (61)            (231)
                                                                           -----------    -------------

      Net cash provided by (used in) investing activities from continuing
          operations .....................................................       2,716             (592)
                                                                           -----------    -------------

INCREASE IN CASH AND CASH EQUIVALENTS.....................................       2,813              196

CASH AND CASH EQUIVALENTS, beginning of period............................         400              214
                                                                           -----------    -------------

CASH AND CASH EQUIVALENTS, end of period..................................      $3,213             $410
                                                                           ===========    =============

See notes to condensed consolidated financial statements.

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                                       4
<PAGE>


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

1. CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

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

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

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

On September 17, 2003,  the Company  completed the sale of its  approximate  57%
interest  in QVC,  Inc.  ("QVC").  Accordingly,  QVC  has  been  presented  as a
discontinued  operation pursuant to Statement of Financial  Accounting Standards
("SFAS")  No. 144,  "Accounting  for the  Impairment  or Disposal of  Long-Lived
Assets" (see Note 3).

Reclassifications
Certain  reclassifications have been made to the prior year financial statements
to conform to those classifications used in 2003.

2. RECENT ACCOUNTING PRONOUNCEMENTS

SFAS No. 143

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

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

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



                                       5
<PAGE>


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

prospective basis in accordance with the new statement. The adoption of SFAS No.
149 had no material  impact on the Company's  financial  condition or results of
operations.

SFAS No. 150
In May 2003,  the FASB issued SFAS No. 150,  "Accounting  for Certain  Financial
Instruments with Characteristics of both Liabilities and Equity." This Statement
establishes  standards  for  how  an  issuer  classifies  and  measures  certain
financial  instruments with characteristics of both liabilities and equity. SFAS
No. 150 requires that an issuer  classify a financial  instrument that is within
its scope as a liability or, in some circumstances,  as an asset, with many such
financial  instruments having been previously classified as equity. SFAS No. 150
is effective for financial  instruments  entered into or modified  after May 31,
2003, and otherwise was effective July 1, 2003. The adoption of SFAS No. 150 did
not have a material  impact on the Company's  financial  condition or results of
operations.

The  FASB is  addressing  certain  implementation  issues  associated  with  the
application  of SFAS No.  150. On October 29,  2003,  the FASB  decided to defer
certain provisions of SFAS No. 150 related to mandatorily  redeemable  financial
instruments  representing  noncontrolling  interests in subsidiaries included in
consolidated  financial statements.  The Company will monitor the actions of the
FASB and assess the impact, if any, that these actions 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  financial
condition or results of operations (see Note 9).

FIN 46
The Company adopted the provisions of FASB  Interpretation No. 46 "Consolidation
of Variable  Interest  Entities"  ("FIN 46")  effective  January 1, 2002. FIN 46
clarifies  the  application  of  Accounting  Research  Bulletin  51  to  certain
entities,  defined as  variable  interest  entities  ("VIEs"),  in which  equity
investors do not have characteristics of a controlling  financial interest or do
not have  sufficient  equity at risk for the  entity to finance  its  activities
without additional  subordinated  support from other parties. At the time of the
initial  application,  FIN 46 had no impact on the Company's financial condition
or results of operations because the Company previously consolidated all VIEs in
which it was the primary  beneficiary.  Since the Company's initial application,
the  FASB  has  been  addressing  various   implementation   issues  that  could
potentially broaden the application of FIN 46 to entities outside its originally
interpreted scope and has issued and proposed several FASB Staff Positions.  The
Company  does not expect  that these FASB Staff  Positions  will have a material
impact on its financial statements.


                                       6
<PAGE>



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

3. ACQUISITIONS AND OTHER SIGNIFICANT EVENTS

Sale of QVC
On  September  17,  2003,  the  Company  completed  the  sale to  Liberty  Media
Corporation  ("Liberty")  of all shares of QVC common  stock held by a number of
indirect  wholly-owned  subsidiaries of the Company,  for an aggregate amount of
approximately  $7.7  billion,  consisting  of $4  billion  principal  amount  of
Liberty's  Floating  Rate Senior  Notes due 2006 (the  "Liberty  Notes"),  $1.35
billion in cash and  approximately 218 million shares of Liberty Series A common
stock.  The shares had a fair value on the closing date of $10.73 per share. The
consideration  received,  net of transaction  costs, over the Company's carrying
value  of the net  assets  of QVC  resulted  in a gain of  approximately  $3.290
billion, net of approximately $2.865 billion of related income taxes.

The Liberty  Notes and shares of Liberty  Series A common stock  received in the
transaction  have been  registered  with the SEC. On  September  24,  2003,  the
Company,  through its wholly-owned indirect  subsidiaries,  sold an aggregate of
$3.0  billion  principal  amount  of the  Liberty  Notes  for  net  proceeds  of
approximately  $3.0 billion.  The  remaining  Liberty Notes held by the Company,
which bear interest at LIBOR plus 1.5%, are classified as available for sale and
the  shares  of  Liberty  Series A  common  stock  received  by the  Company  in
connection  with the sale of QVC are classified as trading  securities (see Note
4).

The current and noncurrent  assets and  liabilities  of QVC included  within the
related discontinued operations captions are as follows (in millions):


                                                                    December 31,
                                                                       2002
                                                                    -----------

 Cash.............................................................         $276
 Accounts receivable, less allowance for doubtful accounts........          569
 Inventories, net.................................................          479
 Other current assets.............................................          157
                                                                    -----------
      Total current assets of discontinued operations.............       $1,481
                                                                    ===========

 Property and equipment, net of accumulated depreciation..........         $485
 Goodwill.........................................................          835
 Other intangible assets, net of accumulated amortization.........          170
 Other noncurrent assets, net.....................................          105
                                                                    -----------
      Total noncurrent assets of discontinued operations..........       $1,595
                                                                    ===========

 Accounts payable.................................................         $367
 Accrued expenses and other current liabilities...................          449
                                                                    -----------
      Total current liabilities of discontinued operations........         $816
                                                                    ===========

 Minority interest................................................         $867
 Other noncurrent liabilities.....................................           56
                                                                    -----------
      Total noncurrent liabilities and minority interest of
          discontinued operations.................................         $923
                                                                    ===========



                                       7
<PAGE>



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

The results of operations of QVC prior to its  disposition  are included  within
income from  discontinued  operations,  net of tax in the following  periods (in
millions):

<TABLE>
<CAPTION>

                                                                Three Months Ended        Nine Months Ended
                                                                  September 30,             September 30,
                                                                2003         2002         2003         2002
                                                              ---------    ---------    ---------    ---------

<S>                                                              <C>        <C>          <C>          <C>
Revenues...................................................      $752       $1,012       $2,915       $3,000
Income before income taxes and minority interest...........      $123         $146         $496         $419

</TABLE>


The 2003 periods  include QVC operations  through August 31, 2003 as reported to
the Company by QVC. The amount of income from  discontinued  operations and gain
on discontinued  operations is subject to reallocation as additional information
is obtained from QVC, which will have no effect on net income.

4. INVESTMENTS

<TABLE>
<CAPTION>
<S>                                                                               <C>                   <C>

                                                                            September 30,      December 31,
                                                                                 2003              2002
                                                                            --------------    --------------
                                                                                       (in millions)

     Fair value method
          AT&T Corp....................................................           $                     $287
          Liberty......................................................              3,212                43
          Sprint Corp. PCS Group.......................................                354               369
          Other .......................................................                 23                24
                                                                            --------------    --------------
                                                                                     3,589               723

     Equity method.....................................................                316               284
     Cost method.......................................................                109               104
                                                                            --------------    --------------
          Total investments............................................              4,014             1,111
     Less, current investments.........................................              1,138               517
                                                                            --------------    --------------
     Non-current investments...........................................             $2,876              $594
                                                                            ==============    ==============
</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 September  30, 2003 and December 31, 2002 of $29 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 $10  million and $25
million, respectively.

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

                                                September 30,      December 31,
                                                    2003               2002
                                                 -----------        -----------

   Cost......................................         $1,024               $269
   Unrealized gains..........................             34                 71
   Unrealized losses.........................             (5)                (1)
                                                 -----------        -----------

   Fair value................................         $1,053               $339
                                                 ===========        ===========


                                       8
<PAGE>



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

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

<TABLE>
<CAPTION>


                                                                      Three Months Ended    Nine Months Ended
                                                                        September 30,         September 30,
                                                                       2003        2002      2003        2002
                                                                     --------    -------- ----------   --------
<S>                                                                        <C>         <C>       <C>        <C>
     Interest and dividend income....................................      $4          $6        $12        $19
     Gains (losses) on sales and exchanges of investments, net.......                             22       (101)
     Investment impairment losses....................................                  (6)       (69)      (227)
     Unrealized losses on trading securities.........................    (167)       (181)       (98)    (1,621)
     Mark to market adjustments on derivatives related
          to trading securities......................................      (1)        139        (66)     1,310
     Mark to market adjustments on derivatives and hedged items......      (2)         (5)         1        (82)
                                                                     --------    -------- ----------   --------

     Investment loss, net............................................   ($166)       ($47)     ($198)     ($702)
                                                                     ========    ======== ==========   ========


5. GOODWILL

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


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

     Balance, December 31, 2002......................       $4,693            $918         $5,611
         Intersegment transfers......................           20             (20)
                                                      ------------    ------------   ------------
     Balance, September 30, 2003.....................       $4,713            $898         $5,611
                                                      ============    ============   ============
</TABLE>

6. LONG-TERM DEBT

The Cross-Guarantee Structure
To simplify Comcast's capital structure,  effective with its acquisition of AT&T
Corp.'s  broadband  business  ("Broadband")  on November 18,  2002,  Comcast and
certain of its cable  holding  company  subsidiaries,  including  the  Company's
wholly owned subsidiary  Comcast Cable  Communications,  Inc. ("Comcast Cable"),
fully  and   unconditionally   guaranteed  each  other's  debt  securities  (the
"Cross-Guarantee  Structure").  Comcast Holdings is not a guarantor, and none of
its debt is guaranteed.  As of September 30, 2003,  $22.568 billion of Comcast's
debt securities were entitled to the benefits of the Cross-Guarantee  Structure,
including $6.932 billion of Comcast Cable's debt securities.

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

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



                                       9
<PAGE>



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

Repayments of Debt with Proceeds from Sales of QVC and Liberty Notes
In  September  2003,  in  connection  with  the  sale of QVC and the sale of the
Liberty Notes, the Company received an aggregate of approximately  $4.35 billion
in cash (see Note 3). In September  2003, the Company used a portion of the cash
proceeds to repay $550 million on the Comcast Cable  revolving  credit  facility
due 2005 and also repaid $1.130 billion outstanding on certain of Comcast's bank
credit facilities.

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 September  30,  2003,  the number of Sprint PCS shares held by the
Company exceeded the number of ZONES outstanding.

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


                                                          Nine Months Ended
                                                            September 30,
                                                        2003           2002
                                                     -----------    -----------
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...........................                18             17
Increase (decrease) in derivative component
to investment loss, net.......................                64         (1,053)

Balance at End of Period:
Debt component................................               509            485
Derivative component..........................               272             92
                                                     -----------    -----------
Total                                                       $781           $577
                                                     ===========    ===========

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 7.49% and 7.07% as of September
30, 2003 and December 31, 2002, respectively.

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

Lines and Letters of Credit
As of September 30, 2003,  certain  subsidiaries of the Company had unused lines
of credit of $2.508 billion under their respective credit facilities.

As of September 30, 2003, the Company and certain of its subsidiaries had unused
irrevocable  standby  letters of credit  totaling $42 million to cover potential
fundings under various agreements.



                                       10
<PAGE>




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

7. STOCKHOLDERS' EQUITY

Stock-Based Compensation
The Company accounts for stock-based  compensation in accordance with Accounting
Principles Board Opinion No. 25, "Accounting for Stock Issued to Employees," and
related  interpretations,   as  permitted  by  SFAS  No.  123,  "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     Nine Months Ended
                                                                        September 30,          September 30,
                                                                       2003        2002       2003      2002
                                                                     --------    --------   --------   -------
<S>                                                                    <C>            <C>     <C>        <C>
     Net income (loss), as reported..................................  $3,397         $76     $3,716     ($223)

          Deduct: Total stock-based compensation expense
                   determined under fair value based method
                   for all awards relating to continuing operations, net
                   of related tax effects............................     (25)        (33)       (63)      (94)

                   Total stock-based compensation expense determined
                   under fair value based method for all awards relating
                   to discontinued operations, net of related tax
                   effects .........................................       (5)         (4)       (12)      (12)
                                                                     --------    --------   --------   -------

     Pro forma, net income (loss)....................................  $3,367         $39     $3,641     ($329)
                                                                     ========    ========   ========   =======

</TABLE>

Total  stock-based  compensation  expense  was  determined  under the fair value
method for all awards  using the  accelerated  recognition  method as  permitted
under  SFAS  No.  123.  Had the  Company  applied  the  fair  value  recognition
provisions of SFAS No. 123 using the  straight-line  rather than the accelerated
recognition method of its stock options, total stock-based  compensation expense
relating to continuing  operations,  net of related tax effects, would have been
$21 million and $26 million for the three  months ended  September  30, 2003 and
2002,  respectively,  and $55 million and $75 million for the nine months  ended
September 30, 2003 and 2002, respectively.

The  weighted-average  fair  value at date of  grant  of a Class A common  stock
option  granted  under  Comcast's  option  plan during the three and nine months
ended   September   30,   2003  was  $12.94  and   $10.76,   respectively.   The
weighted-average  fair value at date of grant of a Class A Special  common stock
option granted under the Company's option plans during the three and nine months
ended September 30, 2002 was $10.33 and $15.50, respectively.  The fair value of
each option granted during the interim periods in 2003 and 2002 was estimated on
the  date of  grant  using  the  Black-Scholes  option-pricing  model  with  the
following weighted-average assumptions:


                                       11
<PAGE>

<TABLE>
<CAPTION>


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


                                                 Three Months Ended                   Nine Months Ended
                                                    September 30,                       September 30,
                                              2003                2002             2003               2002
                                         ---------------    ---------------- ----------------   ----------------
                                             Class A        Class A Special      Class A        Class A Special
                                          Common Stock        Common Stock     Common Stock       Common Stock
                                         ---------------    ---------------- ----------------   ----------------
<S>                                                <C>                <C>              <C>                <C>
     Dividend yield.....................           0%                 0%               0%                 0%
     Expected volatility................        28.2%              31.5%            29.3%              29.5%
     Risk-free interest rate............         4.1%               4.6%             3.4%               5.2%
     Expected option lives (in years)...         8.0                8.0              6.9                8.0
     Forfeiture rate....................         3.0%               3.0%             3.0%               3.0%

</TABLE>


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

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

<TABLE>
<CAPTION>

                                                             Three Months Ended       Nine Months Ended
                                                                September 30,           September 30,
                                                               2003        2002       2003        2002
                                                             ---------  ----------  ---------  ----------
<S>                                                             <C>            <C>     <C>          <C>
     Net income (loss)....................................      $3,397         $76     $3,716       ($223)
     Unrealized (losses) gains on marketable securities...         (19)         25        (44)       (339)
     Reclassification adjustments for (gains) losses
       included in net income (loss)......................         (14)                     7         203
     Unrealized losses (gains) on the effective portion
       of cash flow hedges................................           1        (198)         1        (198)
     Foreign currency translation gains (losses)..........           3          (1)         5          (8)
                                                             ---------  ----------  ---------  ----------
     Comprehensive income (loss)..........................      $3,368        ($98)    $3,685       ($565)
                                                             =========  ==========  =========  ==========

</TABLE>

<TABLE>
<CAPTION>


8. STATEMENT OF CASH FLOWS - SUPPLEMENTAL INFORMATION

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


                                                              Three Months Ended       Nine Months Ended
                                                                 September 30,           September 30,
                                                                2003        2002       2003        2002
                                                              ---------  ----------  ---------  ----------
<S>                                                                <C>        <C>        <C>         <C>
     Interest.............................................         $90        $101       $420        $441
     Income taxes.........................................         $12          $2        $56         $11

</TABLE>


The Liberty shares and Liberty Notes received in connection with the sale of QVC
are non-cash investing activities (see Note 3).


                                       12
<PAGE>




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

9. COMMITMENTS AND CONTINGENCIES

Contingencies

At Home.
--------

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  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.  All of the  defendants  served motions to dismiss on February 11, 2003.
The court  dismissed the common law claims against the Company and Mr.  Roberts,
leaving  only a claim  against  them for "control  person"  liability  under the
Securities  Exchange Act of 1934. The Delaware case has been  transferred to the
United States District Court for the Southern District of New York.

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.

Starz Encore.
-------------

Some of the entities formerly attributed to Broadband which are now subsidiaries
of Comcast were parties to a 1997 affiliation term sheet with Starz Encore Group
LLC  ("Starz  Encore"),  an  affiliate  of  Liberty,  which was the subject of a
lawsuit by Starz Encore against  Broadband in Colorado State Court that preceded
Comcast's  acquisition  of Broadband.  In November 2002, the Company and Comcast
filed suit against  Starz  Encore in the United  States  District  Court for the
Eastern District of Pennsylvania relating to that term sheet.

In January 2003, Starz Encore filed an amended  complaint in its lawsuit against
Broadband in Colorado state court.  The amended  complaint added the Company and
Comcast as  defendants  and added new claims  against the  Company,  Comcast and
Broadband  asserting  alleged breaches of, and  interference  with, a standstill
agreement  relating to the  lawsuit  filed by the Company and Comcast in federal
District Court in Pennsylvania. On September 19, 2003, Comcast, Starz Encore and
certain of their  affiliates  entered into a confidential  settlement  agreement
that provided for the dismissal with prejudice of both the Colorado  lawsuit and
the  Pennsylvania  lawsuit,  subject  to  the  execution  of  a  contemporaneous
amendment to an existing affiliation agreement between Comcast and Starz Encore



                                       13
<PAGE>


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

that  originally  applied only to the cable systems of the Company.  The amended
affiliation  agreement  now applies to all Comcast  owned and operated  systems,
including  the former  Broadband  systems,  and  provides  for: (i) payment on a
per-subscriber  basis rather than the flat fee arrangement that formerly existed
under the 1997 term sheet between  Broadband and Starz Encore;  (ii) elimination
of the pass-through of any of Starz Encore's incremental programming costs, such
as there had been under the 1997 term sheet between  Broadband and Starz Encore;
and (iii) enhanced joint marketing efforts promoting Starz Encore products.  The
parties  have  filed   stipulations  of  dismissal  of  both  the  Colorado  and
Pennsylvania lawsuits with prejudice.

Other.
------

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.






                                       14
<PAGE>


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

10. FINANCIAL DATA BY BUSINESS SEGMENT

As a  result  of the sale of QVC,  the  Company's  only  reportable  segment  is
"Cable." The Company's other business segments,  including the Company's content
operations,  do not meet the quantitative guidelines for segment reporting.  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>

<S>      <C>                                               <C>               <C>          <C>

                                                                       Corporate and
                                                             Cable        Other (1)         Total
                                                             -----     -------------        -----
Three Months Ended September 30, 2003
-------------------------------------
Revenues (2).........................................      $1,718            $164         $1,882
Operating income (loss) before depreciation
     and amortization (3)............................         742             (12)           730
Depreciation and amortization........................         333              46            379
Operating income (loss)..............................         409             (58)           351
Interest expense.....................................         130              31            161
Capital expenditures.................................         324              19            343

Three Months Ended September 30, 2002
-------------------------------------
Revenues (2).........................................      $1,548            $150         $1,698
Operating income (loss) before depreciation
     and amortization (3)............................         645              (3)           642
Depreciation and amortization........................         309              62            371
Operating income (loss)..............................         336             (65)           271
Interest expense.....................................         140              32            172
Capital expenditures.................................         322               7            329

Nine Months Ended September 30, 2003
-------------------------------------
Revenues (2).........................................      $5,079            $624         $5,703
Operating income before depreciation
     and amortization (3)............................       2,155              25          2,180
Depreciation and amortization........................         957             144          1,101
Operating income (loss)..............................       1,198            (119)         1,079
Interest expense.....................................         405              95            500
Capital expenditures.................................       1,009              29          1,038

Nine Months Ended September 30, 2002
-------------------------------------
Revenues (2).........................................      $4,558            $544         $5,102
Operating income before depreciation
     and amortization (3)............................       1,896              35          1,931
Depreciation and amortization........................         900             191          1,091
Operating income (loss)..............................         996            (156)           840
Interest expense.....................................         428             107            535
Capital expenditures.................................       1,011              24          1,035

As of September 30, 2003
-------------------------------------
Assets...............................................     $29,754         $10,589        $40,343
Long-term debt, less current portion.................       6,634           1,307          7,941

As of December 31, 2002
Assets...............................................     $29,844          $5,845        $35,689
Long-term debt, less current portion.................       7,908           1,348          9,256
_______________


</TABLE>

                                       15
<PAGE>


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

(1)  Other includes segments not meeting certain quantitative guidelines for
     reporting and elimination entries related to the segment presented.
     Corporate and other assets consist primarily of the Company's investments
     and intangible assets related to the Company's content operations and, as
     of December 31, 2002, $3.076 billion of assets associated with discontinued
     operations (see Notes 3, 4 and 5).
(2)  No single customer accounted for a significant amount of the Company's
     revenues in any period.
(3)  Operating income (loss) before depreciation and amortization is defined as
     operating income (loss) before depreciation and amortization and impairment
     charges, if any, related to fixed and intangible assets. As such, it
     eliminates the significant level of non-cash depreciation and amortization
     expense that results from the capital intensive nature of the Company's
     businesses and intangible assets recognized in business combinations, and
     is unaffected by the Company's capital structure or investment activities.
     The Company's management and Board of Directors use this measure in
     evaluating the Company's consolidated operating performance and the
     operating performance of all of its operating segments. This metric is used
     to allocate resources and capital to the Company's operating segments and
     is a significant component of the Company's annual incentive compensation
     programs. This measure is also useful to investors as it is one of the
     bases for comparing the Company's operating performance with other
     companies in its industries, although the Company's measure may not be
     directly comparable to similar measures used by other companies. This
     measure should not be considered as a substitute for operating income
     (loss), net income (loss), net cash provided by operating activities or
     other measures of performance or liquidity reported in accordance with
     generally accepted accounting principles.




                                       16
<PAGE>


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

11. RELATED PARTY TRANSACTIONS

QVC has an  affiliation  agreement with Comcast Cable  Communications  Holdings,
Inc. ("CCCH"), a wholly owned subsidiary of Comcast, to carry QVC's programming.
In return for carrying  QVC  programming,  QVC pays CCCH an  allocated  portion,
based upon market share, of a percentage of net sales of merchandise sold to QVC
customers  located in CCCH's service area. These amounts,  which are included in
income from discontinued  operations in the Company's  consolidated statement of
operations,  totaled $3 million and $11 million during the three and nine months
ended September 30, 2003, respectively. Amounts related to a similar affiliation
agreement between QVC and Comcast Cable,  which are included in service revenues
and income from discontinued  operations in the Company's consolidated statement
of  operations,  totaled $4 million  and $13  million  during the three and nine
months ended September 30, 2003, respectively.

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 and $26 million during the three and
nine months ended September 30, 2003,  respectively.  Amounts related to similar
affiliation  agreements  between the Company's  content  businesses  and Comcast
Cable are eliminated in the Company's consolidated financial statements.

Effective January 1, 2003,  Comcast has entered into management  agreements with
the Company's cable subsidiaries.  The management  agreements  generally provide
that Comcast  supervise the  management  and operations of the cable systems and
arrange for and supervise certain administrative  functions. As compensation for
such services,  the  agreements  provide for Comcast to charge  management  fees
based on a percentage of gross  revenues.  These charges,  which are included in
selling,  general  and  administrative  expenses in the  Company's  consolidated
statement of  operations,  totaled $39 million and $109 million during the three
and nine months ended September 30, 2003, respectively.  During the 2002 interim
periods,  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
periods.

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 $47  million and $129  million
during the three and nine months ended September 30, 2003, respectively.  During
the 2002 interim  periods,  similar costs were included in selling,  general and
administrative expenses in the Company's consolidated statement of operations.

Effective upon the closing of Comcast's acquisition of Broadband on November 18,
2002, the Company  purchases  certain other  services,  including  insurance and
employee  benefits,  from Comcast under cost sharing  arrangements on terms that
reflect  Comcast's  actual cost.  These charges,  which are included in selling,
general and administrative  expenses in the Company's  consolidated statement of
operations,  totaled  $40  million  and $116  million  during the three and nine
months ended September 30, 2003, respectively.  During the 2002 interim periods,
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 periods.

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

Due from affiliates in the Company's  consolidated balance sheet as of September
30,  2003  primarily  consists of amounts  due from  Comcast,  CCCH and CCCM for
advances made by the Company for working capital and capital expenditures in the
ordinary  course of business.  Due to affiliates  in the Company's  consolidated
balance sheet as


                                       17
<PAGE>



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

of  December  31,  2002  primarily  consists  of amounts  due to Comcast and its
affiliates  under the cost  sharing  arrangements  described  above and  amounts
payable to Comcast and its affiliates as reimbursements  for costs incurred,  in
the ordinary course of business, by such affiliates on behalf of the Company.

As of September 30, 2003 and December 31, 2002, notes receivable from affiliates
consist of an  aggregate  of $843  million and $191  million  principal  amount,
respectively,  of notes  receivable  from Comcast and from a subsidiary of CCCH.
The notes  receivable  bear  interest at rates ranging from 5.0% to 7.5% and are
due between 2012 and 2013.  As of  September  30, 2003,  notes  receivable  from
affiliates  includes $10 million of interest receivable related to the notes. As
of September 30, 2003 and December 31, 2002, notes payable to affiliates consist
of an aggregate of $47 million and $22 million principal  amount,  respectively,
of notes  payable to  subsidiaries  of CCCH.  The notes payable bear interest at
7.5% and are due between 2012 and 2013. As of September 30, 2003,  notes payable
to affiliates includes $2 million of interest payable related to the notes.






                                       18
<PAGE>




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


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

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

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

Business Developments

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

     As more fully described in Note 3 to our financial  statements  included in
Item 1 (see  Sale of  QVC),  on  September  17,  2003 we sold to  Liberty  Media
Corporation  ("Liberty") our  approximate 57% interest in QVC, Inc.  ("QVC") for
approximately  $7.7 billion under a stock purchase  agreement.  We received from
Liberty three-year senior unsecured notes (the "Liberty Notes") bearing interest
at LIBOR plus 1.5%,  approximately 218 million shares of Liberty Series A common
stock  and  cash.  The  values  of the  notes,  shares  and cash  received  were
approximately $4.0 billion, $2.339 billion and $1.35 billion,  respectively.  In
accordance  with  Statement of  Financial  Accounting  Standards  No. 144 ("SFAS
144"),  QVC's  operations  are  presented  as a  discontinued  operation  in our
financial statements.

     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
                                                                    September 30,       Increase / (Decrease)
                                                                  2003        2002          $           %
                                                                ---------   ---------   ----------  ---------
<S>                                                                <C>         <C>            <C>        <C>
Service revenues.............................................      $1,882      $1,698         $184       10.8%
Operating, selling, general and administrative expenses......       1,152       1,056           96        9.1
Depreciation.................................................         330         321            9        2.8
Amortization.................................................          49          50           (1)      (2.0)
                                                                ---------   ---------   ----------  ---------
Operating income.............................................         351         271           80       29.5
                                                                ---------   ---------   ----------  ---------
Interest expense.............................................        (161)       (172)         (11)      (6.4)
Interest expense on affiliate notes, net.....................         (10)                      10         NM
Investment loss, net.........................................        (166)        (47)         119      253.2
Equity in net losses of affiliates...........................         (15)         (9)           6       66.7
Other income (expense).......................................          (1)          5           (6)        NM
Income tax benefit (expense).................................          84         (27)         111         NM
Minority interest............................................         (14)          3          (17)        NM
                                                                ---------   ---------   ----------  ---------
Income from continuing operations............................         $68         $24          $44      183.3%
                                                                =========   =========   ==========  =========

</TABLE>



                                       19
<PAGE>

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

<TABLE>
<CAPTION>


                                                                  Nine Months Ended
                                                                    September 30,       Increase / (Decrease)
                                                                  2003        2002          $           %
                                                                ---------   ---------   ----------  ---------
<S>                                                                <C>         <C>            <C>        <C>
Service revenues.............................................      $5,703      $5,102         $601       11.8%
Operating, selling, general and administrative expenses......       3,523       3,171          352       11.1
Depreciation.................................................         965         957            8        0.8
Amortization.................................................         136         134            2        1.5
                                                                ---------   ---------   ----------  ---------
Operating income.............................................       1,079         840          239       28.5
                                                                ---------   ---------   ----------  ---------
Interest expense.............................................        (500)       (535)         (35)      (6.5)
Interest income on affiliate notes, net......................           2                        2         NM
Investment loss, net.........................................        (198)       (702)        (504)     (71.8)
Equity in net losses of affiliates...........................         (45)        (55)         (10)     (18.2)
Other income (expense).......................................           1         (12)          13         NM
Income tax benefit (expense).................................         (48)        123         (171)        NM
Minority interest............................................         (33)        (23)          10       43.5
                                                                ---------   ---------   ----------  ---------
Income (loss) from continuing operations.....................        $258       ($364)        $622         NM%
                                                                =========   =========   ==========  =========

</TABLE>


Consolidated Operating Results

   Revenues

     Consolidated  revenues  for  the  three  and  nine  month  interim  periods
increased $184 million and $601 million,  respectively. Of these increases, $170
million and $521 million,  respectively,  relate to our cable segment,  which is
discussed  separately below. The remaining increases are primarily the result of
our content  businesses,  which  achieved  combined  revenue growth of 17.5% and
16.2%,  respectively,  for the  three  and  nine  month  interim  periods.  Such
increases were primarily the result of increases in distribution revenues and in
advertising.

   Operating, selling, general and administrative
   expenses

     Consolidated  operating,  selling,  general and administrative expenses for
the three and nine month interim periods increased $96 million and $352 million,
respectively.  Of these increases,  $73 million and $262 million,  respectively,
relate to our cable segment,  which is discussed separately below. The remaining
increases for the interim periods are primarily attributable to costs associated
with management  agreements between Comcast and the Company's cable subsidiaries
during the 2003 interim  periods that had been  eliminated in  consolidation  in
2002 and to increased expenses in our content  operations.  These increases were
offset,  in part,  by the  effects of reduced  corporate  overhead  which,  upon
closing of Comcast's acquisition of Broadband on November 18, 2002, are recorded
by the Comcast parent rather than by the Comcast Holdings parent.

Cable Operating Results

     The following  represents the operating  results of our Cable segment.  The
remaining components of our operations are not independently  significant to our
consolidated financial condition or results of operations (dollars in millions).



                                       20
<PAGE>


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


Cable

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

<TABLE>
<CAPTION>


                                                                  Three Months Ended
                                                                     September 30,              Increase
                                                                   2003        2002           $           %
                                                                 ---------   ---------    ---------    --------
<S>                                                                 <C>         <C>             <C>         <C>
Video.......................................................        $1,249      $1,180          $69         5.8%
High-speed Internet.........................................           244         156           88        56.4
Advertising sales...........................................           102          93            9         9.7
Other.......................................................            71          70            1         1.4
Franchise fees..............................................            52          49            3         6.1
                                                                 ---------   ---------    ---------    --------
     Revenues...............................................        $1,718       1,548          170        11.0
Operating, selling, general and administrative expenses.....           976         903           73         8.1
                                                                 ---------   ---------    ---------    --------
Operating income before depreciation
     and amortization (a)...................................          $742        $645          $97        15.0%
                                                                 =========   =========   ==========  ==========


                                                                   Nine Months Ended
                                                                     September 30,              Increase
                                                                   2003        2002           $           %
                                                                 ---------   ---------    ---------    --------
Video.......................................................        $3,735      $3,516         $219         6.2%
High-speed Internet.........................................           677         415          262        63.1
Advertising sales...........................................           304         274           30        10.9
Other.......................................................           206         202            4         2.0
Franchise fees..............................................           157         151            6         4.0
                                                                 ---------   ---------    ---------    --------
     Revenues................................................       $5,079       4,558          521        11.4
Operating, selling, general and administrative expenses......        2,924       2,662          262         9.8
                                                                 ---------   ---------    ---------    --------
Operating income before depreciation
     and amortization (a)....................................       $2,155      $1,896         $259        13.7%
                                                                 =========   =========   ==========  ==========

</TABLE>

____________
(a)  Operating  income  before  depreciation  and  amortization  is  defined  as
     operating  income  before  depreciation  and  amortization  and  impairment
     charges,  if any,  related  to fixed and  intangible  assets.  As such,  it
     eliminates the significant level of non-cash  depreciation and amortization
     expense that results from the capital  intensive  nature of our  businesses
     and  intangible  assets  recognized  in  business   combinations,   and  is
     unaffected  by  our  capital  structure  or  investment   activities.   Our
     management  and Board of  Directors  use this  measure  in  evaluating  our
     consolidated  operating performance and the operating performance of all of
     our  operating  segments.  This  metric is used to allocate  resources  and
     capital to our  operating  segments and is a  significant  component of our
     annual  incentive  compensation  programs.  We believe that this measure is
     also  useful  to  investors  as it is one of the bases  for  comparing  our
     operating performance with other companies in our industries,  although our
     measure may not be directly  comparable  to similar  measures used by other
     companies. Because we use this measure as the measure of our segment profit
     or loss, we reconcile it to operating income, the most directly  comparable
     financial  measure  calculated  and presented in accordance  with Generally
     Accepted Accounting  Principles (GAAP), in the business segment footnote to
     our  financial  statements.  This  measure  should not be  considered  as a
     substitute  for  operating  income  (loss),  net  income  (loss),  net cash
     provided  by  operating  activities  or other  measures of  performance  or
     liquidity reported in accordance with GAAP.

     Video revenue consists of our basic, expanded basic, premium, pay-per-view,
equipment  and digital  cable  services.  The increases in video revenue for the
interim  periods from 2002 to 2003 are primarily due to the effects of increases
in average monthly revenue per basic subscriber as a result of rate increases in
our  traditional  analog video service and growth in digital  subscribers.  From
September 30, 2002 to September 30, 2003, we added approximately 437,000 digital
subscribers,  or a 20.7% increase in digital  subscribers.  During the three and
nine months ended September 30, 2003, we added approximately 133,000 and 304,000
digital subscribers respectively.

     The increases in high-speed  Internet  revenue for the interim periods from
2002  to  2003  are  primarily  due to the  addition  of  approximately  733,000
high-speed Internet subscribers from September 30, 2002 to



                                       21
<PAGE>

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


September 30, 2003,  or a 54.8%  increase in  high-speed  Internet  subscribers.
During  the  three  and  nine  months  ended   September   30,  2003,  we  added
approximately 190,000 and 546,000 high-speed Internet subscribers, respectively.

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

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

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

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

Consolidated Analysis

     Interest Expense

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

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

                             _______________________



     Investment Loss, Net

     Investment loss, net for the interim periods includes the following (in
millions):
<TABLE>
<CAPTION>


                                                                Three Months Ended      Nine Months Ended
                                                                   September 30,          September 30,
                                                                 2003        2002        2003       2002
                                                               ---------  ----------   ---------  ---------
<S>                                                                   <C>         <C>        <C>        <C>
Interest and dividend income...................................       $4          $6         $12        $19
Gains (losses) on sales and exchanges of investments, net......                               22       (101)
Investment impairment losses...................................                   (6)        (69)      (227)
Unrealized losses on trading securities........................     (167)       (181)        (98)    (1,621)
Mark to market adjustments on derivatives
     related to trading securities.............................       (1)        139         (66)     1,310
Mark to market adjustments on derivatives and hedged items.....       (2)         (5)          1        (82)
                                                               ---------  ----------   ---------  ---------

     Investment loss, net......................................    ($166)       ($47)      ($198)     ($702)
                                                               =========   =========   ==========  =========
</TABLE>


     We have entered into derivative financial  instruments which we account for
at  fair  value  and  which  limit  our  exposure  to and  benefits  from  price
fluctuations in the common stock of certain of our investments  accounted for as
trading  securities.  Investment  loss, net includes the fair value  adjustments
related to our trading  securities and  derivative  financial  instruments.  The
change in the fair value of our investments accounted for as trading securities,
with the  exception of the Liberty  Series A common  shares,  was  substantially
offset by the changes in the fair values of the related derivatives. The Liberty
Series A common  shares we received in the sale of QVC have been  classified  as
trading securities;  however,  currently there is no corresponding derivative to
hedge this market exposure. As such, the decline in value in these shares during
the quarter is included in investment



                                       22
<PAGE>


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


loss, net. Accordingly, our future results of operations may be affected by
fluctuations in the fair value of the Liberty Series A common stock in future
periods.

     Equity in Net Losses of Affiliates

     The  increase  in equity in net losses of  affiliates  for the three  month
interim period from 2002 to 2003 is primarily attributable to the effects of our
additional  investments  and to  changes in the net income or loss of our equity
method  investees.  The decrease in equity in net losses of  affiliates  for the
nine  month  interim  period  from  2002 to 2003 is  primarily  attributable  to
decreases  in the net  losses of  certain  of our  international  equity  method
investees,  offset, in part, by the effects of our additional investments and to
changes in the net income or loss of our equity method investees.

     Other Income (Expense)

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

     Income Tax Benefit (Expense)

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

     Minority Interest

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

     Discontinued Operations

     The  decrease in income from  discontinued  operations  for the three month
interim  period from 2002 to 2003 is primarily  attributable  to the 2003 period
including  QVC's  results  through  August 31,  while the 2002  period  includes
results for the full three month  interim  period.  The  increase in income from
discontinued  operations  for the nine month interim period from 2002 to 2003 is
primarily  attributable to a decrease in investment loss, net, offset in part by
the 2003  period  including  results  through  August 31,  while the 2002 period
includes  results  for the full nine month  interim  period.  As a result of the
sale, we recognized a $3.290 billion gain, net of  approximately  $2.865 billion
of related income taxes.

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





                                       23
<PAGE>

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


ITEM 4.       CONTROLS AND PROCEDURES

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

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

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

ITEM 1.       LEGAL PROCEEDINGS

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

ITEM 6.       EXHIBITS AND REPORTS ON FORM 8-K

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

        10.1    Amended and Restated Stock Purchase  Agreement  dated as of June
                30, 2003 among Comcast QVC, Inc., Comcast  Corporation,  Liberty
                Media Corporation,  and QVC, Inc.  (incorporated by reference to
                Exhibit 10.1 to Comcast Corporation's Current Report on Form 8-K
                filed on October 1, 2003).

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

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

     (b) Reports on Form 8-K:

         None.



                                       24
<PAGE>



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


                                   SIGNATURES

     Pursuant to the requirements of the Securities Exchange Act of 1934, the
Registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.



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



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


Date: November 13, 2003




                                       25