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

                                    FORM 10-Q
(Mark One)

(X)  Quarterly Report pursuant to Section 13 or 15(d) of the Securities Exchange
     Act of 1934 for the Quarterly Period Ended:

                                 MARCH 31, 2002
                                       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 0-6983
                            [GRAPHIC OMITTED - LOGO]


                               COMCAST 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
            -----                                     -----
                           --------------------------

As of March 31, 2002,  there were  914,504,317  shares of Class A Special Common
Stock, 21,829,422 shares of Class A Common Stock and 9,444,375 shares of Class B
Common Stock outstanding.

<PAGE>

                                       COMCAST CORPORATION AND SUBSIDIARIES
                                                     FORM 10-Q
                                           QUARTER ENDED MARCH 31, 2002
                                                 TABLE OF CONTENTS
<TABLE>
<CAPTION>
                                                                                                          Page
                                                                                                         Number
PART I.    FINANCIAL INFORMATION
<S>        <C>                                                                                          <C>
           ITEM 1.    Financial Statements

                      Condensed Consolidated Balance Sheet as of March 31, 2002
                      and December 31, 2001 (Unaudited)......................................................2

                      Condensed Consolidated Statement of Operations and Retained
                      Earnings for the Three Months Ended March 31, 2002 and 2001 (Unaudited)................3

                      Condensed Consolidated Statement of Cash Flows for the
                      Three Months Ended March 31, 2002 and 2001 (Unaudited).................................4

                      Notes to Condensed Consolidated Financial Statements (Unaudited)..................5 - 14

           ITEM 2.    Management's Discussion and Analysis of Financial Condition
                      and Results of Operations........................................................15 - 22

PART II.   OTHER INFORMATION

           ITEM 1.    Legal Proceedings.....................................................................22

           ITEM 5.    Other Information.....................................................................22

           ITEM 6.    Exhibits and Reports on Form 8-K......................................................23

           SIGNATURE........................................................................................24
</TABLE>

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

     This Quarterly  Report on Form 10-Q is for the three months ended March 31,
2002.  This Quarterly  Report  modifies and supersedes  documents filed prior to
this  Quarterly  Report.  The  SEC  allows  us  to  "incorporate  by  reference"
information that we file with them,  which means that we can disclose  important
information  to you by referring  you directly to those  documents.  Information
incorporated by reference is considered to be part of this Quarterly  Report. In
addition, 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," "we," "us" and "our" refer to Comcast  Corporation
and its subsidiaries.

     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

     On December 19, 2001,  we entered into an Agreement and Plan of Merger with
AT&T Corp.  ("AT&T")  pursuant  to which we agreed to a  transaction  which will
result in the combination of Comcast and a holding  company of AT&T's  broadband
business ("AT&T Broadband").  Upon closing of the transaction,  which is subject
to shareholder, regulatory and other approvals, we will own cable systems in new
communities  in which we do not have  established  relationships  with the cable
subscribers, franchising authority and community leaders. Further, a substantial
number of new  employees  must be  integrated  into our business  practices  and
operations.  Our  results of  operations  may be  significantly  affected by our
ability to efficiently and effectively manage these changes.

     In addition, our businesses may be affected by, among other things:

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



<PAGE>

                                           COMCAST CORPORATION AND SUBSIDIARIES
                                                        FORM 10-Q
                                               QUARTER ENDED MARCH 31, 2002

PART I.  FINANCIAL INFORMATION

ITEM 1.  FINANCIAL STATEMENTS

                                           CONDENSED CONSOLIDATED BALANCE SHEET
                                                       (Unaudited)

<TABLE>
<CAPTION>
                                                                                       (Dollars in millions, except share data)
                                                                                           March 31,         December 31,
                                                                                             2002               2001
                                                                                         -----------         -----------
ASSETS
CURRENT ASSETS
<S>                                                                                      <C>                 <C>
         Cash and cash equivalents .................................................     $     543.1         $     350.0
         Investments ...............................................................         2,087.4             2,623.2
         Accounts receivable, less allowance for doubtful accounts
                of $170.0 and $153.9 ...............................................           979.9               967.4

         Inventories, net ..........................................................           426.1               454.5
         Other current assets ......................................................           193.3               153.7
                                                                                         -----------         -----------
                           Total current assets ....................................         4,229.8             4,548.8
                                                                                         -----------         -----------
INVESTMENTS ........................................................................         1,065.3             1,679.2
PROPERTY AND EQUIPMENT, net of accumulated depreciation of $2,991.0 and $2,725.7....         7,034.0             7,011.1
GOODWILL ...........................................................................         6,441.2             6,289.4
CABLE FRANCHISE OPERATING RIGHTS ...................................................        16,491.1            16,486.4
OTHER INTANGIBLE ASSETS, net of accumulated amortization of $745.4 and $664.6 ......         1,534.2             1,733.5
OTHER NONCURRENT ASSETS, net .......................................................           349.8               383.4
                                                                                         -----------         -----------
                                                                                         $  37,145.4         $  38,131.8
                                                                                         ===========         ===========
LIABILITIES AND STOCKHOLDERS' EQUITY
CURRENT LIABILITIES
         Accounts payable ..........................................................     $     794.7         $     698.2
         Accrued expenses and other current liabilities ............................         1,637.0             1,695.5
         Deferred income taxes .....................................................            89.9               275.4
         Current portion of long-term debt .........................................           267.5               460.2
                                                                                         -----------         -----------
                           Total current liabilities ...............................         2,789.1             3,129.3
                                                                                         -----------         -----------
LONG-TERM DEBT, less current portion ...............................................        11,356.0            11,741.6
                                                                                         -----------         -----------
DEFERRED INCOME TAXES ..............................................................         6,406.7             6,375.7
                                                                                         -----------         -----------
OTHER NONCURRENT LIABILITIES .......................................................         1,418.0             1,532.0
                                                                                         -----------         -----------
MINORITY INTEREST ..................................................................           926.6               880.2
                                                                                         -----------         -----------
COMMITMENTS AND CONTINGENCIES (NOTE 10)
STOCKHOLDERS' EQUITY
        Class A special common stock, $1 par value - authorized,
            2,500,000,000 shares; issued, 914,504,317 and 937,256,465;
            outstanding, 914,504,317 and 913,931,554 ...............................           914.5               913.9
        Class A common stock, $1 par value - authorized, 200,000,000 shares;
            issued, 21,829,422 .....................................................            21.8                21.8
        Class B common stock, $1 par value - authorized, 50,000,000 shares; ........             9.4                 9.4
            issued, 9,444,375
         Additional capital ........................................................        11,769.9            11,752.0
         Retained earnings .........................................................         1,541.4             1,631.5
         Accumulated other comprehensive income (loss) .............................            (8.0)              144.4
                                                                                         -----------         -----------
                           Total stockholders' equity ..............................        14,249.0            14,473.0
                                                                                         -----------         -----------
                                                                                         $  37,145.4         $  38,131.8
                                                                                         ===========         ===========
</TABLE>


See notes to condensed consolidated financial statements.

                                                            2

<PAGE>

                                     COMCAST CORPORATION AND SUBSIDIARIES
                                                  FORM 10-Q
                                         QUARTER ENDED MARCH 31, 2002
                              CONDENSED CONSOLIDATED STATEMENT OF OPERATIONS AND
                                              RETAINED EARNINGS
                                                 (Unaudited)

<TABLE>
<CAPTION>
                                                                           (Amounts in millions, except per share data)
                                                                                Three Months Ended March 31,
                                                                                      2002           2001
                                                                                    ---------      ---------
REVENUES
<S>                                                                                  <C>            <C>
    Service revenues.........................................................        $1,679.0       $1,348.0
    Net sales from electronic retailing......................................           993.5          884.0
                                                                                    ---------      ---------
                                                                                      2,672.5        2,232.0
                                                                                    ---------      ---------
COSTS AND EXPENSES
    Operating (excluding depreciation).......................................           746.0          639.7
    Cost of goods sold from electronic retailing (excluding depreciation)....           631.2          556.6
    Selling, general and administrative......................................           487.1          401.5
    Depreciation.............................................................           333.8          240.8
    Amortization.............................................................            53.3          493.9
                                                                                    ---------      ---------
                                                                                      2,251.4        2,332.5
                                                                                    ---------      ---------
OPERATING INCOME (LOSS)......................................................           421.1         (100.5)
OTHER INCOME (EXPENSE)
    Interest expense.........................................................          (186.7)        (182.3)
    Investment income (expense)..............................................          (248.0)         214.7
    Equity in net income (losses) of affiliates..............................            (5.4)           2.9
    Other income (expense)...................................................           (23.6)       1,194.2
                                                                                    ---------      ---------
                                                                                       (463.7)       1,229.5
                                                                                    ---------      ---------
INCOME (LOSS) BEFORE INCOME  TAXES, MINORITY INTEREST
    AND CUMULATIVE EFFECT OF ACCOUNTING CHANGE...............................           (42.6)       1,129.0
INCOME TAX EXPENSE...........................................................            (2.7)        (485.6)
                                                                                    ---------      ---------
INCOME (LOSS) BEFORE MINORITY INTEREST AND CUMULATIVE
    EFFECT OF ACCOUNTING CHANGE..............................................           (45.3)         643.4
MINORITY INTEREST............................................................           (43.6)         (26.7)
                                                                                    ---------      ---------
INCOME (LOSS) BEFORE CUMULATIVE EFFECT OF ACCOUNTING CHANGE..................           (88.9)         616.7
CUMULATIVE EFFECT OF ACCOUNTING CHANGE.......................................                          384.5
                                                                                    ---------      ---------
NET INCOME (LOSS)............................................................          ($88.9)      $1,001.2
                                                                                    =========      =========
RETAINED EARNINGS
    Beginning of period......................................................        $1,631.5       $1,056.5
    Net income (loss)........................................................           (88.9)       1,001.2
    Retirement of common stock...............................................            (1.2)         (17.1)
                                                                                    ---------      ---------
    End of period............................................................        $1,541.4       $2,040.6
                                                                                    =========      =========
BASIC EARNINGS (LOSS) PER COMMON SHARE
    Income (loss) before cumulative effect of accounting change..............          ($0.09)         $0.65
    Cumulative effect of accounting change...................................                           0.41
                                                                                    ---------      ---------
       Net income (loss).....................................................          ($0.09)         $1.06
                                                                                    =========      =========
BASIC WEIGHTED AVERAGE NUMBER OF COMMON SHARES OUTSTANDING...................           951.4          945.3
                                                                                    =========      =========
DILUTED EARNINGS (LOSS) PER COMMON SHARE
    Income (loss) before cumulative effect of accounting change..............          ($0.09)         $0.64
    Cumulative effect of accounting change...................................                           0.40
                                                                                    ---------      ---------
       Net income (loss).....................................................          ($0.09)         $1.04
                                                                                    =========      =========
DILUTED WEIGHTED AVERAGE NUMBER OF COMMON SHARES OUTSTANDING.................           951.4          965.0
                                                                                    =========      =========
</TABLE>

See notes to condensed consolidated financial statements.

                                                      3

<PAGE>

                                      COMCAST CORPORATION AND SUBSIDIARIES
                                                    FORM 10-Q
                                          QUARTER ENDED MARCH 31, 2002
                                 CONDENSED CONSOLIDATED STATEMENT OF CASH FLOWS
                                                   (Unaudited)


<TABLE>
<CAPTION>
                                                                                         (Dollars in millions)
                                                                                     Three Months Ended March 31,
                                                                                          2002           2001
                                                                                        ---------      --------
OPERATING ACTIVITIES
<S>                                                                                        <C>         <C>
   Net income (loss)................................................................       ($88.9)     $1,001.2
   Adjustments to reconcile net income (loss) to net cash provided by
     operating activities:
     Depreciation...................................................................        333.8         240.8
     Amortization...................................................................         53.3         493.9
     Non-cash interest expense, net.................................................         11.8          12.0
     Equity in net (income) losses of affiliates....................................          5.4          (2.9)
     Losses (gains) on investments and other (income) expense, net..................        277.5      (1,395.8)
     Minority interest..............................................................         43.6          26.7
     Cumulative effect of accounting change.........................................                     (384.5)
     Deferred income taxes..........................................................         16.9         421.6
     Other..........................................................................        (37.4)         14.0
                                                                                        ---------      --------
                                                                                            616.0         427.0
     Changes in working capital, net of effects of acquisitions and divestitures
        (Increase) decrease in accounts receivable, net.............................        (12.9)        119.1
        Decrease (increase) in inventories, net.....................................         28.4          (9.8)
        Increase in other current assets............................................        (46.9)        (45.4)
        Decrease in accounts payable, accrued expenses and
        other current liabilities...................................................        (65.3)       (237.9)
                                                                                        ---------      --------
                                                                                            (96.7)       (174.0)
          Net cash provided by operating activities.................................        519.3         253.0
                                                                                        ---------      --------
FINANCING ACTIVITIES
   Proceeds from borrowings.........................................................        520.0       2,608.2
   Retirements and repayments of debt...............................................       (451.1)     (2,219.6)
   Proceeds from settlement of interest rate exchange agreements....................         56.8
   Issuances of common stock........................................................          5.0          13.5
                                                                                        ---------      --------
          Net cash provided by financing activities.................................        130.7         402.1
                                                                                        ---------      --------
INVESTING ACTIVITIES
   Acquisitions, net of cash acquired...............................................        (12.1)        (26.4)
   Sales (purchases) of short-term investments, net.................................          0.7          (8.7)
   Purchases of investments.........................................................         (4.1)       (166.3)
   Proceeds from sales of investments...............................................         13.5         151.7
   Capital expenditures.............................................................       (399.1)       (516.9)
   Additions to intangible and other noncurrent assets..............................        (55.8)        (71.7)
                                                                                        ---------      --------
          Net cash used in investing activities.....................................       (456.9)       (638.3)
                                                                                        ---------      --------
INCREASE IN CASH AND CASH EQUIVALENTS...............................................        193.1          16.8
CASH AND CASH EQUIVALENTS, beginning of period......................................        350.0         651.5
                                                                                        ---------      --------
CASH AND CASH EQUIVALENTS, end of period............................................       $543.1        $668.3
                                                                                        =========      ========
</TABLE>



See notes to condensed consolidated financial statements.

                                                        4

<PAGE>

                      COMCAST CORPORATION AND SUBSIDIARIES
                                    FORM 10-Q
                          QUARTER ENDED MARCH 31, 2002
              NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
                                   (Unaudited)

1.   CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

     Basis of Presentation
     Comcast Corporation and its subsidiaries (the "Company") has prepared these
     unaudited condensed consolidated financial statements based upon Securities
     and Exchange  Commission  rules that permit reduced  disclosure for interim
     periods.

     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,
     2001.

     Reclassifications
     Certain  reclassifications  have  been  made to the  prior  year  financial
     statements to conform to those classifications used in 2002 (see Note 2).

2.   RECENT ACCOUNTING PRONOUNCEMENTS

     SFAS No. 133, as Amended
     On January 1, 2001, the Company adopted  Statement of Financial  Accounting
     Standards  ("SFAS")  No.  133,  "Accounting  for  Derivatives  and  Hedging
     Activities," as amended. SFAS No. 133 establishes  accounting and reporting
     standards for  derivatives  and hedging  activities.  SFAS No. 133 requires
     that all  derivative  instruments be reported on the balance sheet at their
     fair  values.  Upon  adoption of SFAS No. 133,  the Company  recognized  as
     income a cumulative  effect of  accounting  change,  net of related  income
     taxes,  of $384.5  million.  The  increase in income  consisted of a $400.2
     million  adjustment  to record  the debt  component  of  indexed  debt at a
     discount from its value at maturity and $191.3 million  principally related
     to the  reclassification  of gains previously  recognized as a component of
     accumulated  other  comprehensive  income  (loss) on the  Company's  equity
     derivative  instruments,  net of related  deferred  income  taxes of $207.0
     million.

     SFAS No. 142
     The Financial  Accounting  Standards  Board  ("FASB")  issued SFAS No. 142,
     "Goodwill  and  Other  Intangible  Assets,"  in June  2001.  SFAS  No.  142
     addresses how intangible  assets that are acquired  individually  or with a
     group of other assets should be accounted for in financial  statements upon
     and subsequent to their acquisition.

     The Company adopted SFAS No. 142 on January 1, 2002, as required by the new
     statement.  Upon  adoption,  the Company no longer  amortizes  goodwill and
     other indefinite lived intangible assets,  which consist primarily of cable
     franchise  operating  rights.  The Company is required to test its goodwill
     and intangible  assets that are  determined to have an indefinite  life for
     impairment at least  annually.  The  provisions of SFAS No. 142 require the
     completion  of an  initial  transitional  impairment  assessment,  with any
     impairments  identified  treated  as a  cumulative  effect  of a change  in
     accounting  principle.  The  Company  has  completed  this  assessment  and
     determined  that no cumulative  effect results from adopting this change in
     accounting principle (see Note 6).

     SFAS No. 143
     The  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. SFAS No. 143
     is effective for fiscal years  beginning  after June 15, 2002.  The Company
     does not expect the adoption of SFAS No. 143 will have a material impact on
     its financial condition or results of operations.


                                        5

<PAGE>

                      COMCAST CORPORATION AND SUBSIDIARIES
                                    FORM 10-Q
                          QUARTER ENDED MARCH 31, 2002
        NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS - CONTINUED
                                   (Unaudited)

     SFAS No. 144
     The FASB issued SFAS No. 144, "Accounting for the Impairment or Disposal of
     Long-Lived Assets," in August 2001. SFAS No. 144, which addresses financial
     accounting  and reporting for the  impairment of long-lived  assets and for
     long-lived  assets  to be  disposed  of,  supercedes  SFAS  No.  121 and is
     effective for fiscal years  beginning  after December 15, 2001. The Company
     adopted  SFAS No. 144 on January 1, 2002.  The adoption of SFAS No. 144 had
     no impact on the Company's financial condition or results of operations.

     EITF 01-9
     In November  2001,  the  Emerging  Issues  Task Force  ("EITF") of the FASB
     reached a consensus on EITF 01-9,  "Accounting for Consideration Given to a
     Customer  (Including  a  Reseller  of the  Vendor's  Products").  EITF 01-9
     requires,  among other things,  that consideration paid to customers should
     be classified as a reduction of revenue  unless  certain  criteria are met.
     Certain  of the  Company's  content  subsidiaries  have  paid  or  may  pay
     distribution  fees to cable television and satellite  broadcast systems for
     carriage  of their  programming.  The  Company  previously  classified  the
     amortization  of these  distribution  fees as expense in its  statement  of
     operations.  Upon  adoption  of EITF 01-9 on January 1, 2002,  the  Company
     reclassified  certain of these  distribution fees from expense to a revenue
     reduction  for all periods  presented in its statement of  operations.  The
     change in classification  had no impact on the Company's reported operating
     income (loss) or financial condition.

     EITF 01-14
     In  November  2001,  the FASB staff  announced  EITF Topic  D-103,  "Income
     Statement  Characterization of Reimbursements  Received for 'Out-of-Pocket'
     Expenses  Incurred," which has subsequently  been  recharacterized  as EITF
     01-14. EITF 01-14 requires that  reimbursements  received for out-of-pocket
     expenses   incurred  be  characterized  as  revenue  in  the  statement  of
     operations.

     Under the terms of its franchise agreements, the Company is required to pay
     up to 5% of its gross revenues derived from providing cable services to the
     local franchising authority. The Company normally passes these fees through
     to its cable subscribers. The Company previously classified cable franchise
     fees  collected  from its cable  subscribers  as a reduction of the related
     franchise fee expense included within selling,  general and  administrative
     expenses in its statement of operations.

     EITF 01-14,  by analogy,  applies to franchise  fees. Upon adoption of EITF
     01-14 on January 1, 2002, the Company reclassified franchise fees collected
     from  cable   subscribers   from  a  reduction  of  selling,   general  and
     administrative  expenses to a component of service revenues for all periods
     presented in its statement of operations.  The change in classification had
     no impact on the Company's  reported  operating  income (loss) or financial
     condition.

3.   EARNINGS (LOSS) PER COMMON SHARE

     Earnings  (loss) per common share is computed by dividing net income (loss)
     by the weighted  average  number of common  shares  outstanding  during the
     period on a basic and diluted basis.

     The  following  table  reconciles  the  numerator  and  denominator  of the
     computations  of diluted  earnings  (loss) per common share ("Diluted EPS")
     for the interim periods presented.


                                        6

<PAGE>

                      COMCAST CORPORATION AND SUBSIDIARIES
                                    FORM 10-Q
                          QUARTER ENDED MARCH 31, 2002
        NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS - CONTINUED
                                   (Unaudited)

<TABLE>
<CAPTION>
                                                                  (Amounts in millions, except per share data)
                                                                               Three Months Ended
                                                                                   March 31,
                                                                           2002                 2001
                                                                         ---------            ---------
<S>                                                                         <C>                  <C>
     Income (loss) before cumulative effect of accounting change
       used for Diluted EPS............................................     ($88.9)              $616.7
                                                                         ---------            ---------
     Basic weighted average number of common shares outstanding........      951.4                945.3
     Dilutive securities:
        Series B convertible preferred stock...........................                             4.2
        Stock option and restricted stock plans........................                            15.5
                                                                         ---------            ---------
     Diluted weighted average number of common shares
       outstanding.....................................................      951.4                965.0
                                                                         =========            =========
     Diluted income (loss) before cumulative effect of
       accounting change per common share..............................     ($0.09)               $0.64
                                                                         =========            =========
</TABLE>

     Potentially  dilutive  securities  related  to the  Company's  Zero  Coupon
     Debentures,  stock  options  and  restricted  stock  plans (see below) were
     excluded  from the  computation  of Diluted EPS for the three  months ended
     March  31,  2002  because  their  effect  on  loss  per  common  share  was
     antidilutive.

     The Company's Zero Coupon Convertible Debentures due 2020 (the "Zero Coupon
     Debentures" - see Note 7) may be converted at any time prior to maturity if
     the closing  sale price of the  Company's  Class A Special  Common Stock is
     greater than 110% of the accreted  conversion  price (as defined).  Diluted
     EPS for the interim  periods in 2002 and 2001  exclude  approximately  19.8
     million and 21.1 million potential common shares related to the Zero Coupon
     Debentures  as the weighted  average  closing  sale price of the  Company's
     Class A Special  Common  Stock was not  greater  than 110% of the  accreted
     conversion price.

     Diluted EPS for the 2002 interim period excludes approximately 62.4 million
     potential   common  shares  related  to  the  Company's  stock  option  and
     restricted  stock  plans  because the  assumed  issuance of such  potential
     common shares is antidilutive in periods in which there is a loss.  Diluted
     EPS  for  the  2001  interim  period  excludes  approximately  2.0  million
     potential common shares related to the Company's stock option plans because
     the option  exercise price was greater than the average market price of the
     Company's common stock for the period.

4.   ACQUISITIONS AND OTHER SIGNIFICANT EVENTS

     Agreement and Plan of Merger with AT&T Broadband
     On December 19,  2001,  the Company  entered into an Agreement  and Plan of
     Merger with AT&T Corp.  ("AT&T")  pursuant to which the Company agreed to a
     transaction  which will  result in the  combination  of the  Company  and a
     holding company of AT&T's broadband  business ("AT&T  Broadband") that AT&T
     will spin off to its shareholders immediately prior to the combination.  As
     of March  31,  2002,  AT&T  Broadband  served  approximately  13.4  million
     subscribers.  Under the terms of the transaction, the combined company will
     issue approximately 1.235 billion shares of its voting common stock to AT&T
     Broadband  shareholders  in exchange  for all of AT&T's  interests  in AT&T
     Broadband,  and  approximately  115 million  shares of its common  stock to
     Microsoft  Corporation  ("Microsoft") in exchange for AT&T Broadband shares
     that  Microsoft  will receive  immediately  prior to the  completion of the
     transaction for settlement of their $5 billion  aggregate  principal amount
     in quarterly  income preferred  securities.  The combined company will also
     assume or incur  approximately $20 billion of AT&T Broadband debt. For each
     share of a class of common  stock of Comcast  that they hold at the time of
     the  merger,   each  Comcast  shareholder  will  receive  one  share  of  a
     corresponding class of stock of the combined company. The

                                        7

<PAGE>

                      COMCAST CORPORATION AND SUBSIDIARIES
                                    FORM 10-Q
                          QUARTER ENDED MARCH 31, 2002
        NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS - CONTINUED
                                   (Unaudited)

     Company expects that the  transaction  will qualify as tax-free to both the
     Company and to AT&T.  The Company  will account for the  transaction  as an
     acquisition  under the purchase  method of accounting,  with the Company as
     the acquiring entity.  Consideration of facts and circumstances  leading to
     the  identification  of the Company as the acquiring entity is described in
     Note 5 to the financial  statements included in the Company's Annual Report
     on Form 10-K for the year ended  December  31,  2001.  The  transaction  is
     subject to customary  closing  conditions and  shareholder,  regulatory and
     other approvals. The Company expects to close the transaction by the end of
     2002.

     Unaudited Pro Forma Information
     The following  unaudited pro forma information has been presented as if the
     acquisitions  made by the Company in 2001 each occurred on January 1, 2001.
     For a discussion of the Company's 2001 acquisitions, refer to the financial
     statements  included in the  Company's  Annual  Report on Form 10-K for the
     year  ended  December  31,  2001.This  information  is based on  historical
     results of operations  and has been adjusted for  acquisition  costs.  This
     information  is not  necessarily  indicative of what the results would have
     been had the Company  operated the entities  acquired since January 1, 2001
     (amounts in millions, except per share data).


                                                              Three Months Ended
                                                                March 31, 2001
                                                              ----------------


     Revenues.................................................    $2,380.0
     Income before cumulative effect of accounting change.....      $584.5
     Net income...............................................      $969.0
     Diluted EPS..............................................       $1.00


     Other Income (Expense)
     On January 1, 2001, the Company  completed its cable systems  exchange with
     Adelphia  Communications  Corporation  ("Adelphia").  The Company  received
     cable systems serving  approximately  445,000 subscribers from Adelphia and
     Adelphia   received   certain  of  the  Company's   cable  systems  serving
     approximately  441,000  subscribers.  The Company  recorded to other income
     (expense) a pre-tax gain of $1.199  billion,  representing  the  difference
     between the estimated  fair value of $1.799  billion as of the closing date
     of the  transaction  and the Company's cost basis in the systems  exchanged
     (see Note 9).

5.   INVESTMENTS

<TABLE>
<CAPTION>
                                                                                March 31,      December 31,
                                                                                  2002             2001
                                                                             ---------------  --------------
                                                                                  (Dollars in millions)

           Fair value method
<S>                                                                                 <C>           <C>
                  AT&T Corp............................................             $1,311.2      $1,514.9
                  Sprint Corp. PCS Group...............................              1,168.9       2,109.5
                  Other................................................                116.6         136.1
                                                                             ---------------  ------------
                                                                                     2,596.7       3,760.5
           Cost method.................................................                145.6         155.2
           Equity method...............................................                410.4         386.7
                                                                             ---------------  ------------
                  Total investments....................................              3,152.7       4,302.4

           Less, current investments...................................              2,087.4       2,623.2
                                                                             ---------------  ------------
           Non-current investments.....................................             $1,065.3      $1,679.2
                                                                             ===============  ============
</TABLE>

                                        8

<PAGE>
                      COMCAST CORPORATION AND SUBSIDIARIES
                                    FORM 10-Q
                          QUARTER ENDED MARCH 31, 2002
        NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS - CONTINUED
                                   (Unaudited)

     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 unrealized pre-tax gains on available for sale investments
     as of March 31,  2002 and  December  31,  2001 of $70.7  million and $280.3
     million,  respectively,  have been reported in the Company's  balance sheet
     principally  as a  component  of  accumulated  other  comprehensive  income
     (loss),  net of related  deferred  income taxes of $24.7  million and $95.3
     million, respectively.

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


<TABLE>
<CAPTION>
                                                          March 31,         December 31,
                                                            2002                2001
                                                         -----------         -----------
                                                              (Dollars in millions)

<S>                                                         <C>                 <C>
     Cost..........................................         $1,343.6            $1,355.0
     Gross unrealized gains........................             71.1               283.2
     Gross unrealized losses.......................             (0.4)               (2.9)
                                                         -----------         -----------

     Fair value....................................         $1,414.3            $1,635.3
                                                         ===========         ===========
</TABLE>

     Derivatives
     The Company uses derivative financial instruments to manage its exposure to
     fluctuations  in interest  rates,  securities  prices and  certain  foreign
     currencies. The Company also invests in businesses, to some degree, through
     the purchase of equity call option or call warrant agreements.  The Company
     has issued indexed debt  instruments  and prepaid  forward sale  agreements
     whose value, in part, is derived from the market value of Sprint PCS common
     stock.

     The unrealized  pre-tax losses on cash flow hedges as of March 31, 2002 and
     December 31, 2001 of $7.4  million and $0.9  million have been  reported in
     the  Company's   balance  sheet  as  a  component  of   accumulated   other
     comprehensive  income (loss),  net of related deferred income taxes of $2.6
     million and $0.3 million, respectively.

     Investment Income (Expense)
     Investment  income (expense) for the interim periods includes the following
     (in millions):


<TABLE>
<CAPTION>
                                                                                   Three Months Ended
                                                                                       March 31,
                                                                                 2002              2001
                                                                              ----------         ---------
<S>                                                                                 <C>              <C>
     Interest and dividend income..........................................         $6.9             $17.6
     Gains on sales and exchanges of investments, net......................          1.6              11.6
     Investment impairment losses..........................................        (12.6)           (894.1)
     Reclassification of unrealized gains..................................                        1,092.4
     Unrealized losses on Sprint PCS common stock..........................     (1,019.5)           (126.8)
     Mark to market adjustments on derivatives related to Sprint PCS
          common stock.....................................................        846.9             126.4
     Mark to market adjustments on derivatives and hedged items............        (71.3)            (12.4)
                                                                              ----------         ---------

         Investment income (expense)......................................       ($248.0)           $214.7
                                                                              ==========         =========
</TABLE>

     The  investment  impairment  loss for the three months ended March 31, 2001
     relates  principally  to an other than  temporary  decline in the Company's
     investment in AT&T.

                                        9

<PAGE>

                      COMCAST CORPORATION AND SUBSIDIARIES
                                    FORM 10-Q
                          QUARTER ENDED MARCH 31, 2002
        NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS - CONTINUED
                                   (Unaudited)

6.   GOODWILL AND INTANGIBLE ASSETS

     The changes in the  carrying  amount of goodwill by business  segment  (see
     Note 11) for the periods presented are as follows (in millions):

<TABLE>
<CAPTION>
                                                                                      Corporate
                                                         Cable          Commerce      and Other         Total
                                                      ------------    ------------   ------------   ------------
<S>                                                     <C>               <C>            <C>          <C>
     Balance, December 31, 2001......................     $4,688.4          $834.8         $766.2       $6,289.4
         Purchase price allocation adjustments.......                                       151.8          151.8
                                                      ------------    ------------   ------------   ------------
     Balance, March 31, 2002.........................     $4,688.4          $834.8         $918.0       $6,441.2
                                                      ============    ============   ============   ============
</TABLE>

     During the three  months  ended March 31,  2002,  the Company  recorded the
     final purchase price allocation  related to the Company's  acquisition,  on
     October 30, 2001, of Outdoor Life Network, which resulted in an increase in
     goodwill and a  corresponding  decrease in cable and  satellite  television
     distribution rights.

     As of March 31, 2002,  the  weighted  average  amortization  period for the
     Company's  intangible  assets  subject  to  amortization  is 8.3  years and
     estimated  related  amortization  expense  for each of the five years ended
     December 31 is as follows (in millions):


               2002............................            $202.8
               2003............................            $192.9
               2004............................            $171.3
               2005............................            $156.4
               2006............................            $134.7

     The following pro forma  financial  information  for the three months ended
     March 31, 2001 is presented as if SFAS No. 142 was adopted as of January 1,
     2001 (amounts in millions, except per share data):


<TABLE>
<CAPTION>
                                                                            Net           Basic       Diluted
                                                                           Income          EPS          EPS
                                                                          --------      ---------    ---------
<S>                                                                       <C>               <C>          <C>
     As reported......................................................    $1,001.2          $1.06        $1.04
          Amortization of goodwill....................................        72.6           0.08         0.08
          Amortization of equity method goodwill......................         4.3
          Amortization of cable and sports franchise operating rights.       254.7           0.27         0.26
                                                                          --------      ---------    ---------
     As adjusted......................................................    $1,332.8          $1.41        $1.38
                                                                          ========      =========    =========
     Income before cumulative effect of
          accounting change, as adjusted..............................      $948.3
                                                                          ========
</TABLE>

7.   LONG-TERM DEBT

     Commercial Paper
     The  Company's  senior bank credit  facility  consists of a $2.25  billion,
     five-year revolving credit facility and a $1.925 billion, 364-day revolving
     credit  facility  (together,  the "Comcast  Cable  Revolver").  The 364-day
     revolving credit facility  supports the commercial paper program of Comcast
     Cable  Communications,  Inc.,  a wholly  owned  subsidiary  of the Company.
     Amounts  outstanding  under the commercial  paper program are classified as
     long-term in the Company's  balance sheet as of March 31, 2002 and December
     31, 2001 as the  Company  has both the ability and the intent to  refinance
     these  obligations,  if  necessary,  on  a  long-term  basis  with  amounts
     available under the Comcast Cable Revolver.


                                       10

<PAGE>

                      COMCAST CORPORATION AND SUBSIDIARIES
                                    FORM 10-Q
                          QUARTER ENDED MARCH 31, 2002
        NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS - CONTINUED
                                   (Unaudited)

     Zero Coupon Convertible Debentures
     The  Company's  Zero Coupon  Debentures  have a yield to maturity of 1.25%,
     computed on a semi-annual bond equivalent basis. The Zero Coupon Debentures
     may be  converted,  subject to  certain  restrictions,  into  shares of the
     Company's  Class A Special  Common  Stock at the  option of the holder at a
     conversion rate of 14.2566 shares per $1,000  principal amount at maturity,
     representing  an initial  conversion  price of $54.67  per share.  The Zero
     Coupon Debentures are senior unsecured obligations.  The Company may redeem
     for cash all or part of the Zero Coupon Debentures on or after December 19,
     2005.

     Holders may require the Company to repurchase the Zero Coupon Debentures on
     December 19, 2002,  2003,  2005,  2010 and 2015.  Holders may surrender the
     Zero Coupon  Debentures for conversion at any time prior to maturity if the
     closing price of the Company's Class A Special Common Stock is greater than
     110% of the accreted  conversion  price for at least 20 trading days of the
     30 trading days prior to  conversion.  Amounts  outstanding  under the Zero
     Coupon  Debentures  are  classified as long-term in the  Company's  balance
     sheet as of March 31,  2002 and  December  31, 2001 as the Company has both
     the ability and the intent to  refinance  the Zero Coupon  Debentures  on a
     long-term basis with amounts  available under the Comcast Cable Revolver in
     the event holders of the Zero Coupon  Debentures  exercise  their rights to
     require the Company to  repurchase  the Zero Coupon  Debentures in December
     2002.

     ZONES
     At  maturity,  holders  of the  Company's  2.0%  Exchangeable  Subordinated
     Debentures due 2029 (the "ZONES") are entitled to receive in cash an amount
     equal to the  higher of the  principal  amount  of the ZONES or the  market
     value of Sprint PCS common stock.

     Prior to maturity, each ZONES is exchangeable at the holders' option for an
     amount of cash equal to 95% of the market value of Sprint PCS Stock.  As of
     March 31,  2002,  the  number  of Sprint  PCS  shares  held by the  Company
     exceeded the number of ZONES outstanding.

     As of March 31, 2002 and December 31, 2001,  long-term debt includes $954.6
     million and $1.613 billion,  respectively,  of ZONES. Upon adoption of SFAS
     No. 133, 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 5) and the  increase  in the
     carrying value of the debt component of the ZONES as follows (in millions):


<TABLE>
<CAPTION>
                                                                                    Three Months Ended
                                                                                        March 31,
                                                                                    2002          2001
                                                                                  --------       -------

<S>                                                                                 <C>            <C>
     Decrease in derivative component to investment income (expense)..........      $663.7         $69.4
     Increase in debt component to interest expense...........................        $5.7          $5.4
</TABLE>

     Interest Rates
     As of March  31,  2002 and  December  31,  2001,  the  Company's  effective
     weighted average interest rate on its long- term debt outstanding was 5.89%
     and 5.47%, respectively.

     Interest Rate Risk Management
     During the three months ended March 31, 2002,  the Company  settled  $950.0
     million  aggregate  notional  amount  of fixed to  variable  interest  rate
     exchange agreements ("Swaps") and received proceeds of $56.8 million.  This
     amount is being  recognized as an  adjustment to interest  expense over the
     term of the related  debt.  During the three  months  ended March 31, 2002,
     variable to fixed Swaps with an aggregate  notional amount of $33.5 million
     expired. As of March 31, 2002, the Company has variable to fixed Swaps with
     an aggregate  notional amount of $216.8 million with an average pay rate of
     4.9% and an average receive rate of 1.9%. The Swaps mature between 2002 and
     2003.


                                       11

<PAGE>

                      COMCAST CORPORATION AND SUBSIDIARIES
                                    FORM 10-Q
                          QUARTER ENDED MARCH 31, 2002
        NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS - CONTINUED
                                   (Unaudited)

     Lines and Letters of Credit
     As of March 31, 2002, certain  subsidiaries of the Company had unused lines
     of credit of $3.142 billion under their respective credit facilities.

     As of March 31,  2002,  the  Company and  certain of its  subsidiaries  had
     unused  irrevocable  standby  letters of credit  totaling  $87.0 million to
     cover potential fundings under various agreements.

8.   STOCKHOLDERS' EQUITY

     Retirement of Shares
     In March 2002, as a result of the merger of a wholly owned  subsidiary into
     the Company,  approximately  23.3 million  shares of the Company's  Class A
     Special  Common Stock held by the  subsidiary  were retired and returned to
     authorized but unissued status.

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


<TABLE>
<CAPTION>
                                                              Three Months Ended
                                                                    March 31,
                                                                 2002        2001
                                                             ---------  ----------
<S>                                                             <C>       <C>
     Net income (loss)....................................      ($88.9)   $1,001.2
     Unrealized gains (losses) on marketable securities...      (141.3)      114.6
     Reclassification adjustments for losses (gains)
       included in net income (loss)......................         4.7      (263.7)
     Unrealized losses on the effective portion
       of cash flow hedges................................        (4.2)       (1.2)
     Foreign currency translation losses..................       (11.6)       (9.4)
                                                             ---------  ----------
     Comprehensive income (loss)..........................     ($241.3)     $841.5
                                                             =========  ==========
</TABLE>

9.   STATEMENT OF CASH FLOWS - SUPPLEMENTAL INFORMATION

     The fair  values of the  assets and  liabilities  acquired  by the  Company
     through noncash  transactions  during the three months ended March 31, 2001
     are as follows (in millions):


                  Current assets..............................        $51.4
                  Property, plant & equipment.................        365.0
                  Intangible assets...........................      1,658.1
                  Current liabilities.........................        (36.0)
                                                                -----------
                       Net assets acquired....................     $2,038.5
                                                                ===========

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


<TABLE>
<CAPTION>
                                                                       Three Months Ended
                                                                            March 31,
                                                                        2002         2001
                                                                      --------     --------
     <S>                                                                <C>          <C>
     Interest........................................................   $109.8       $103.2
     Income taxes....................................................    $29.5        $15.1
     </TABLE>


                                       12

<PAGE>

                      COMCAST CORPORATION AND SUBSIDIARIES
                                    FORM 10-Q
                          QUARTER ENDED MARCH 31, 2002
        NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS - CONTINUED
                                   (Unaudited)

10.  COMMITMENTS AND CONTINGENCIES

     The Company is subject to 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  $200  million;  however the
     Company's   current   estimate   of  the  amount  of  future   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 $75 million.

11.  FINANCIAL DATA BY BUSINESS SEGMENT

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

<TABLE>
<CAPTION>
                                                                             Corporate and
                                                     Cable        Commerce     Other (1)       Total
<S>                                             <C>              <C>           <C>         <C>
     Three Months Ended March 31, 2002
     Revenues (2)............................      $1,469.4         $993.5        $209.6      $2,672.5
     Operating income before
         depreciation and amortization (3)...         597.5          192.3          18.4         808.2
     Depreciation and amortization...........         292.6           27.4          67.1         387.1
     Operating income (loss).................         304.9          164.9         (48.7)        421.1
     Interest expense........................         145.5            3.5          37.7         186.7
     Capital expenditures....................         358.1           31.8           9.2         399.1

     Three Months Ended March 31, 2001
     Revenues (2)............................      $1,194.4         $884.0        $153.6      $2,232.0
     Operating income (loss) before
         depreciation and amortization (3)...         487.1          172.7         (25.6)        634.2
     Depreciation and amortization...........         684.0           34.6          16.1         734.7
     Operating income (loss).................        (196.9)         138.1         (41.7)       (100.5)
     Interest expense........................         132.8            8.0          41.5         182.3
     Capital expenditures....................         437.7           26.1          53.1         516.9

     As of March 31, 2002
     Assets..................................     $29,368.3       $2,702.3      $5,074.8     $37,145.4
     Long-term debt, less current portion....       8,697.5            1.5       2,657.0      11,356.0

     As of December 31, 2001
     Assets..................................     $29,084.6       $2,680.5      $6,366.7     $38,131.8
     Long-term debt, less current portion....       8,363.2           62.7       3,315.7      11,741.6
     ---------------
<FN>
     (1) Other includes segments not meeting certain quantitative guidelines for
         reporting  including the Company's content and business  communications
         operations  as well as  elimination  entries  related  to the  segments
         presented.   Corporate  and  other  assets  consist  primarily  of  the
         Company's investments (see Note 5).
     (2) Revenues  include  $145.2  million and $121.3 million in 2002 and 2001,
         respectively, of non-US revenues,  principally related to the Company's
         commerce segment. No single customer accounted for a significant amount
         of the Company's revenues in any period.
     (3) Operating  income  (loss)  before   depreciation  and  amortization  is
         commonly  referred to in the Company's  businesses  as "operating  cash
         flow  (deficit)."  Operating  cash  flow is a  measure  of a  company's
         ability to generate  cash to service its  obligations,  including  debt
         service obligations, and to finance capital and other

                                       13

<PAGE>

                      COMCAST CORPORATION AND SUBSIDIARIES
                                    FORM 10-Q
                          QUARTER ENDED MARCH 31, 2002
        NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS - CONCLUDED
                                   (Unaudited)

         expenditures.  In  part  due to the  capital  intensive  nature  of the
         Company's  businesses and the resulting  significant  level of non-cash
         depreciation   and  amortization   expense,   operating  cash  flow  is
         frequently  used as one of the bases for  comparing  businesses  in the
         Company's industries,  although the Company's measure of operating cash
         flow  may not be  comparable  to  similarly  titled  measures  of other
         companies.  Operating  cash  flow  is the  primary  basis  used  by the
         Company's  management  to  measure  the  operating  performance  of its
         businesses.  Operating  cash flow does not  purport  to  represent  net
         income or net cash provided by operating activities, as those terms are
         defined under generally accepted accounting principles,  and should not
         be considered as an alternative to such measurements as an indicator of
         the Company's performance.
</FN>
</TABLE>

                                       14

<PAGE>
                      COMCAST CORPORATION AND SUBSIDIARIES
                                    FORM 10-Q
                          QUARTER ENDED MARCH 31, 2002

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

Overview

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

     Except where specifically indicated,  the following management's discussion
and analysis of financial  condition and results of operations  does not include
the anticipated effects of the AT&T Broadband transaction.

General Developments of Business

     Refer to Note 4 to our financial  statements  included in Item 1 and Note 5
to our financial  statements  included in our Annual Report on Form 10-K for the
year ended  December 31, 2001 for a  discussion  of our  acquisitions  and other
significant events.

Liquidity and Capital Resources

     The cable  communications  and the  electronic  retail- ing  industries are
experiencing  increasing competition and rapid technological changes. Our future
results of operations will be affected by our ability to react to changes in the
competitive  environment  and by our ability to implement new  technologies.  We
believe that competition and technological changes will not significantly affect
our ability to obtain financing.

     We believe that we will be able to meet our current and long-term liquidity
and capital requirements,  including fixed charges,  through our cash flows from
operating  activities,  existing cash,  cash  equivalents and  investments,  and
through available borrowings under our existing credit facilities.

     We have both the ability and intent to redeem the $1.1 billion  outstanding
Zero Coupon Debentures with amounts available under subsidiary credit facilities
if holders  exercise  their rights to require us to  repurchase  the Zero Coupon
Debentures in December 2002. As of March 31, 2002,  certain of our  subsidiaries
had unused  lines of credit of $3.142  billion  under  their  respective  credit
facilities.

     Refer  to  Note 7 to our  financial  statements  included  in  Item 1 for a
discussion  of our Zero  Coupon  Debentures.  Refer to Note 10 to our  financial
statements  included  in  Item  1  for  a  discussion  of  our  commitments  and
contingencies.

     AT&T Broadband Transaction

     Excluding  AT&T  Broadband's  exchangeable  notes,  which  are  mandatorily
redeemable at AT&T  Broadband's  option into shares of certain  publicly  traded
companies  held by AT&T  Broadband,  we currently  estimate that an aggregate of
approximately  $20  billion  of  assumed  and  refinanced  indebtedness  will be
required upon completion of the AT&T Broadband transaction. At the completion of
the   transaction,   we  anticipate  that  the  combined   company  will  assume
approximately  $7 to $8 billion of debt and will require  financing of up to $14
billion,  although the amount of debt assumed may be higher,  offset by an equal
reduction  in the  amount of  required  financing.  The  financing,  while not a
condition for the closing, is expected to include:

     o    approximately  $9  billion to $10  billion to retire the  intercompany
          debt  balance  which  AT&T  Broadband  is  expected  to owe AT&T Corp.
          ("AT&T"),

     o    approximately  $1  billion to $2 billion  to  refinance  certain  AT&T
          Broadband  debt that may be put for  redemption  by  investors or that
          will mature on or soon after the closing date for the transaction, and

     o    approximately  $1 billion to $2  billion to provide  appropriate  cash
          reserves  to fund the  operations  and  capital  expenditures  of AT&T
          Broadband after completion of the transaction.

     On May 3, 2002,  AT&T  Broadband  and the  combined  company  entered  into
definitive  credit  agreements  with a syndicate  of lenders for an aggregate of
$12.825  billion  of new  indebtedness  in  order  to  achieve  these  financing
requirements.   This  financing  requires   subsidiary   guarantees,   including
guarantees by certain of our wholly owned  subsidiaries  and by  subsidiaries of
AT&T Broadband.

     We may  also  use  other  available  sources  of  financing  to fund  these
requirements, including:

     o    our existing cash, cash equivalents and short-


                                       15
<PAGE>
                      COMCAST CORPORATION AND SUBSIDIARIES
                                    FORM 10-Q
                          QUARTER ENDED MARCH 31, 2002

          term investments,

     o    amounts  available  under our  subsidiaries'  lines of  credit,  which
          totaled $2.830 billion as of May 9, 2002, and

     o    through the sales of our and AT&T Broadband's  investments,  including
          AT&T Broadband's investment in Time Warner Entertainment.

     Subsequent  to closing of the AT&T  Broadband  transaction,  we will have a
substantially  higher amount of debt, interest expense and capital  expenditures
at the  combined  company.  If the credit  rating  agencies  determine  that the
combined company is less creditworthy, on a combined basis, than that of Comcast
on an  historical  basis,  it is possible that our cost of and access to capital
could be negatively affected. We currently hold investment grade ratings for our
various debt  securities.  If our debt  securities are downgraded as a result of
our  assumption  of  debt  in the  AT&T  Broadband  transaction,  access  to the
commercial  paper market would likely become  limited and the costs of borrowing
under alternative sources would likely increase.

     Cash, Cash Equivalents and Short-term Investments

     We  have  traditionally   maintained   significant  levels  of  cash,  cash
equivalents  and  short-term   investments  to  meet  our  short-term  liquidity
requirements.  Our cash  equivalents and short-term  investments are recorded at
fair value.  Cash, cash  equivalents and short-term  investments as of March 31,
2002 were $2.631 billion, substantially all of which is unrestricted.

     Investments

     A significant  portion of our investments are in publicly traded  companies
and are reflected at fair value which fluctuates with market changes.

     We do not have any significant contractual funding commitments with respect
to any of our  investments.  Our ownership  interests in these  investments may,
however, be diluted if we do not fund our investees'  non-binding capital calls.
We  continually  evaluate our existing  investments,  as well as new  investment
opportunities.

     Refer  to  Note 5 to our  financial  statements  included  in  Item 1 for a
discussion of our investments.

     Financing

     As of March 31, 2002 and December 31, 2001, our long-term  debt,  including
current portion, was $11.624 billion and $12.202 billion, respectively.

     The $578.3  million  decrease  from  December  31,  2001 to March 31,  2002
results  principally from the $658.0 million aggregate reduction to the carrying
value of our ZONES  during  2002,  offset by the  effects of our net  borrowings
during 2002.

     Excluding the effects of interest rate risk management  instruments,  16.4%
and 13.4% of our long- term debt as of March 31,  2002 and  December  31,  2001,
respectively, was at variable rates.

     We have and may in the  future,  depending  on  certain  factors  including
market conditions,  make optional repayments on our debt obligations,  which may
include open market repurchases of our outstanding public notes and debentures.

     Refer  to  Note 7 to our  financial  statements  included  in  Item 1 for a
discussion of our long-term debt.

     Equity Price Risk

     We have entered into cashless collar  agreements (the "Equity Collars") and
prepaid forward sales agreements  ("Prepaid Forward Sales") which we account for
at fair value.  The Equity Collars and Prepaid  Forward Sales limit our exposure
to and benefits from price fluctuations in Sprint PCS common stock.

     During the three months ended March 31, 2002 and 2001,  the decrease in the
fair value of our investment in Sprint PCS common stock, classified as a trading
security,  of $1.020 billion and $126.8 million was substantially  offset by the
changes in the fair values of the Equity Collars,  the derivative  components of
the  ZONES,  and the  Prepaid  Forward  Sales.  See  "Results  of  Operations  -
Investment Income (Expense)" below.

     Interest Rate Risk

     During the three  months ended March 31, 2002,  we settled  $950.0  million
aggregate  notional  amount  of our fixed to  variable  interest  rate  exchange
agreements  ("Swaps")  and received  proceeds of $56.8  million.  This amount is
being  recognized  as an  adjustment  to interest  expense  over the term of the
related  debt.  During the three months ended March 31, 2002,  variable to fixed
Swaps with an aggregate  notional amount of $33.5 million  expired.  As of March
31, 2002, we have $216.8 million aggregate  notional amount of variable to fixed
Swaps with an average pay rate of 4.9% and an average  receive rate of 1.9%. The
Swaps mature between 2002 and 2003.


                                       16
<PAGE>

                      COMCAST CORPORATION AND SUBSIDIARIES
                                    FORM 10-Q
                          QUARTER ENDED MARCH 31, 2002


     Accumulated Other Comprehensive Income (Loss)

     The change in accumulated other  comprehensive  income (loss) from December
31,  2001 to  March  31,  2002  is  principally  attributable  to  decreases  in
unrealized  gains on our  investments  classified  as  available  for sale  held
throughout the period.  Refer to Note 5 to our financial  statements included in
Item 1.
                            -------------------------

Statement of Cash Flows

     Cash and cash  equivalents  increased  $193.1  million as of March 31, 2002
from December 31, 2001. The increase in cash and cash equivalents  resulted from
cash  flows  from  operating,  financing  and  investing  activities  which  are
explained below.

     Net cash provided by operating  activities  amounted to $519.3  million for
the three months ended March 31, 2002, due  principally to our operating  income
before  depreciation  and  amortization  (see "Results of  Operations"),  and by
changes  in  working  capital  as  a  result  of  the  timing  of  receipts  and
disbursements and the effects of net interest and current income tax expense.

     Net  cash  provided  by  financing   activities   includes  borrowings  and
repayments of debt,  proceeds from settlement of Swaps, as well as proceeds from
the issuances of our common stock. Net cash provided by financing activities was
$130.7  million  for the three  months  ended March 31,  2002.  During the three
months ended March 31, 2002, we borrowed $520.0 million, consisting of:

     o    $115.4 million under Comcast Cable's commercial paper program, and

     o    $404.6 million under revolving credit facilities.

     During the three months ended March 31, 2002, we repaid  $451.1  million of
our long-term debt, consisting of:

     o    $187.6 million under Comcast Cable's commercial paper program,

     o    $200.0 million of our 9.625% Senior Notes due 2002, and

     o    $63.5 million on certain of our revolving credit facilities.

     In addition,  during the three  months  ended March 31,  2002,  we received
proceeds of $56.8  million from  settlement of certain of our Swaps and proceeds
of $5.0 million from issuances of our common stock.

     Net cash used in investing activities includes the effects of acquisitions,
net of cash  acquired,  purchases  of  investments,  capital  expenditures,  and
additions to intangible  and other  noncurrent  assets,  offset by proceeds from
sales of investments.  Net cash used in investing  activities was $456.9 million
for the three  months  ended March 31,  2002,  consisting  primarily  of capital
expenditures of $399.1 million and additions to intangible and other  noncurrent
assets of $55.8 million.

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

Results of Operations

     The effects of our recent  acquisitions  were to increase  our revenues and
expenses, resulting in increases in our operating income before depreciation and
amortization.

     We adopted Statement of Financial  Accounting  Standards  ("SFAS") No. 142,
"Goodwill and Other  Intangible  Assets," on January 1, 2002, as required by the
new statement.  Refer to Notes 2 and 6 to our financial  statements  included in
Item 1 for a discussion  of the impact the adoption of the new  statement had on
our consolidated financial condition and results of operations.

                                       17

<PAGE>

                      COMCAST CORPORATION AND SUBSIDIARIES
                                    FORM 10-Q
                          QUARTER ENDED MARCH 31, 2002


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

<TABLE>
<CAPTION>
                                                                 Three Months Ended
                                                                      March 31,         Increase / (Decrease)
                                                                  2002        2001          $           %
                                                                ---------   ---------   ---------   ---------
<S>                                                              <C>         <C>           <C>           <C>
Revenues.....................................................    $2,672.5    $2,232.0      $440.5        19.7%
Cost of goods sold from electronic retailing.................       631.2       556.6        74.6        13.4
Operating, selling, general and administrative expenses......     1,233.1     1,041.2       191.9        18.4
Depreciation.................................................       333.8       240.8        93.0        38.6
Amortization.................................................        53.3       493.9      (440.6)      (89.2)
                                                                ---------   ---------   ---------   ---------
Operating income (loss)......................................       421.1      (100.5)      521.6          NM
                                                                ---------   ---------   ---------   ---------
Interest expense.............................................      (186.7)     (182.3)        4.4         2.4
Investment income (expense)..................................      (248.0)      214.7      (462.7)         NM
Equity in net income (losses) of affiliates..................        (5.4)        2.9        (8.3)         NM
Other income (expense).......................................       (23.6)    1,194.2    (1,217.8)         NM
Income tax expense...........................................        (2.7)     (485.6)     (482.9)      (99.4)
Minority interest............................................       (43.6)      (26.7)       16.9        63.3
                                                                ---------   ---------   ---------   ---------
Income (loss) before cumulative effect of
   accounting change.........................................      ($88.9)     $616.7     ($705.6)         NM
                                                                =========   =========   =========   =========
Operating income before depreciation and
   amortization (1) .........................................      $808.2      $634.2      $174.0        27.5%
                                                                =========   =========   =========   =========

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

Consolidated Operating Results

     Revenues

     The increase in  consolidated  revenues for the interim period from 2001 to
2002 is primarily  attributable to an increase in service  revenues in our Cable
segment and to an increase in net sales in our Commerce  segment (see "Operating
Results by Business Segment" below).  The remaining  increases are primarily the
result of an increase in revenues from our content  operations,  principally due
to growth in our historical operations and the effects of our acquisitions.

     On January 1, 2002, we adopted  Emerging  Issues Task Force  ("EITF") 01-9,
"Accounting for Consideration  Given to a Customer  (Including a Reseller of the
Vendor's  Products)"  and EITF  01-14,  "Income  Statement  Characterization  of
Reimbursements Received for 'Out-of-Pocket' Expenses Incurred."

     EITF  01-9  requires,  among  other  things,  that  consideration  paid  to
customers should be classified as a reduction of revenue unless certain criteria
are met. Certain of our content  subsidiaries  have paid or may pay distribution
fees to cable television and satellite  broadcast  systems for carriage of their
programming.  Upon  adoption  of EITF  01-9,  we  reclassified  certain of these
distribution  fees from expense to a revenue reduction for all periods presented
in our statement of operations.

     EITF 01-14 requires that reimbursements received

                                       18

<PAGE>

                      COMCAST CORPORATION AND SUBSIDIARIES
                                    FORM 10-Q
                          QUARTER ENDED MARCH 31, 2002


for out-of-pocket expenses incurred be characterized as revenue in the statement
of operations.  Under the terms of our franchise agreements,  we are required to
pay up to 5% of our gross revenues  derived from providing cable services to the
local  franchising  authority.  We normally pass these fees through to our cable
subscribers.  Upon  adoption  of EITF  01-14,  we  reclassified  franchise  fees
collected  from cable  subscribers  from a  reduction  of  selling,  general and
administrative  expenses  to a  component  of service  revenues  for all periods
presented in our statement of operations.

     The  changes  in  classification  had no impact on our  reported  operating
income  (loss)  or  financial  condition.  Refer  to  Note  2 to  our  financial
statements  included in Item 1 for a discussion of the adoption of EITF 01-9 and
EITF 01-14.

     Cost of goods sold from electronic retailing

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

     Operating, selling, general and administrative expenses

     The increase in consolidated operating, selling, general and administrative
expenses for the interim period from 2001 to 2002 is primarily  attributable  to
increases in expenses in our Cable segment and, to a lesser extent, to increases
in expenses in our Commerce segment (see "Operating Results by Business Segment"
below).  The remaining  increases are primarily the result of increased expenses
in  our  content  operations,  principally  due  to  growth  in  our  historical
operations and the effects of our acquisitions.

     Depreciation

     The increase in  depreciation  expense for the interim  period from 2001 to
2002  in our  Cable  segment  is  primarily  due to the  effects  of our  recent
acquisitions and our capital expenditures.  The increase in depreciation expense
for the interim  period from 2001 to 2002 in our  Commerce  segment is primarily
due to the  effects of our  capital  expenditures.  The  remaining  increase  is
primarily  the result of increases in  depreciation  in our content  operations,
principally due to the effects of our acquisitions.

     Amortization

     The decrease in  amortization  expense for the interim  period from 2001 to
2002 is attributable  to the adoption of SFAS No. 142 on January 1, 2002.  Refer
to Note 6 to our  financial  statements  included  in  Item 1 for the pro  forma
impact of adoption of SFAS No. 142 on amortization expense.

Operating Results by Business Segment

     The following  represent the operating results of our significant  business
segments, "Cable" and "Commerce." The remaining components of our operations are
not independently significant to our consolidated financial condition or results
of operations.  Refer to Note 11 to our financial  statements included in Item 1
for a summary of our financial data by business segment (dollars in millions).

<TABLE>
<CAPTION>
Cable                                                             Three Months Ended
                                                                       March 31,                Increase
                                                                   2002        2001           $           %
                                                                 ---------   ---------    ---------    --------
<S>                                                               <C>           <C>          <C>           <C>
Video........................................................     $1,149.6      $984.8       $164.8        16.7%
High-speed Internet..........................................        119.6        54.5         65.1       119.4
Advertising sales............................................         81.1        66.2         14.9        22.5
Other........................................................         67.9        45.7         22.2        48.6
Franchise fees...............................................         51.2        43.2          8.0        18.5
                                                                 ---------   ---------    ---------    --------
     Revenues................................................      1,469.4     1,194.4        275.0        23.0
Operating, selling, general and
     administrative expenses.................................        871.9       707.3        164.6        23.3
                                                                 ---------   ---------    ---------    --------
Operating income before depreciation
     and amortization (a)....................................       $597.5      $487.1       $110.4        22.7%
                                                                 =========   =========    =========    ========
---------------
<FN>
(a) See footnote (1) on page 18.
</FN>
</TABLE>


                                       19

<PAGE>

                      COMCAST CORPORATION AND SUBSIDIARIES
                                    FORM 10-Q
                          QUARTER ENDED MARCH 31, 2002


     Video revenue consists of our basic, expanded basic, premium, pay-per-view,
equipment and digital  subscriptions.  Of the $164.8  million  increase in video
revenues for the interim period from 2001 to 2002, $92.3 million is attributable
to the effects of our acquisitions of cable systems and $72.5 million relates to
increased  rates and  subscriber  growth in our  historical  operations,  driven
principally  by growth in digital  subscriptions.  During the three months ended
March 31, 2002, we added approximately 203,700 digital subscriptions.

     The increase in  high-speed  Internet  revenue for the interim  period from
2001 to 2002 is primarily due to the addition of approximately 92,400 high-speed
Internet  subscribers  during the three months ended March 31, 2002,  and to the
effects of rate increases.

     The increase in advertising  sales revenue for the interim period from 2001
to 2002 is primarily attributable to the effects of an additional broadcast week
in the first  quarter of 2002 and the continued  leveraging  of our  market-wide
fiber interconnects.

     Other revenue includes installation revenues,  guide revenues,  commissions
from electronic retailing,  revenues of our regional sports programming networks
and revenue from other product  offerings.  The increase for the interim  period
from 2001 to 2002 is primarily  attributable to the effects of our acquisitions,
growth in our regional sports  programming  networks,  and growth in commissions
from electronic retailing.

     The increase in franchise fees collected from our cable  subscribers  under
the terms of our franchise  agreements  for the interim period from 2001 to 2002
is attributable to the increases in our revenues upon which the fees apply.

     The increase in operating,  selling,  general and administrative expense is
primarily due to the effects of our acquisitions of cable systems, as well as 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 in our historical operations.

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

<TABLE>
<CAPTION>
Commerce (QVC, Inc. and Subsidiaries)                             Three Months Ended
                                                                       March 31,                Increase
                                                                   2002        2001           $           %
                                                                 ---------   ---------    ---------    --------
<S>                                                                 <C>         <C>          <C>           <C>
Net sales from electronic retailing..........................       $993.5      $884.0       $109.5        12.4%
Cost of goods sold from electronic retailing.................        631.2       556.6         74.6        13.4
Operating, selling, general and administrative
     expenses................................................        170.0       154.7         15.3         9.9
                                                                 ---------   ---------    ---------    --------
Operating income before depreciation
     and amortization (a)....................................       $192.3      $172.7        $19.6        11.4%
                                                                 =========   =========    =========    ========
Gross margin.................................................         36.5%       37.0%
                                                                 =========   =========
---------------
<FN>
(a) See footnote (1) on page 18.
</FN>
</TABLE>

     Of the $109.5 million  increase in net sales from electronic  retailing for
the interim period from 2001 to 2002, $86.8 million is attributable to increases
in net sales in the United  States.  This  growth is  principally  the result of
increases  over the prior year  interim  period in the  average  number of homes
receiving QVC services and in net sales per home as follows:


                                                             Three Months Ended
                                                               March 31, 2002
                                                             -------------------

Increase in average number of homes in U.S....................         3.8%
Increase in net sales per home in U.S.........................         7.4%


                                       20

<PAGE>

                      COMCAST CORPORATION AND SUBSIDIARIES
                                    FORM 10-Q
                          QUARTER ENDED MARCH 31, 2002


     It is  unlikely  that  the  number  of  homes  receiving  the  QVC  service
domestically  will  continue to grow at rates  comparable to prior periods given
that the QVC service is already received by approximately  96% of all U.S. cable
television homes and  substantially  all satellite  television homes in the U.S.
Future growth in sales will depend  increasingly  on continued  additions of new
customers from homes already  receiving the QVC service and continued  growth in
repeat sales to existing customers.

     The  remaining  increase  of $22.7  million  in net sales  from  electronic
retailing for the interim period from 2001 to 2002 is primarily  attributable to
an increase in net sales in Germany and Japan offset,  in part, by a decrease in
net sales in the United  Kingdom,  and to the effects of fluctuations in foreign
currency exchange rates during the period.

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

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

Consolidated Analysis

     Interest Expense

     The increase in interest  expense for the interim  period from 2001 to 2002
is primarily due to the increase in our net borrowings.

     We anticipate that, for the foreseeable future,  interest expense will be a
significant  cost to us.  We  believe  we will  continue  to be able to meet our
obligations  through  our  ability  both to  generate  operating  income  before
depreciation and amortization and to obtain external financing.

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

     Investment Income (Expense)
     Investment  income (expense) for the interim periods includes the following
(in millions):

<TABLE>
<CAPTION>
                                                                              Three Months Ended
                                                                                  March 31,
                                                                            2002              2001
                                                                         ----------         ---------
<S>                                                                            <C>              <C>
Interest and dividend income..........................................         $6.9             $17.6
Gains on sales and exchanges of investments, net......................          1.6              11.6
Investment impairment losses..........................................        (12.6)           (894.1)
Reclassification of unrealized gains..................................                        1,092.4
Unrealized losses on Sprint PCS common stock..........................     (1,019.5)           (126.8)
Mark to market adjustments on derivatives related to Sprint PCS
     common stock.....................................................        846.9             126.4
Mark to market adjustments on derivatives and hedged items............        (71.3)            (12.4)
                                                                         ----------         ---------

     Investment income (expense)......................................      ($248.0)           $214.7
                                                                         ==========         =========
</TABLE>

     The  investment  impairment  loss for the three months ended March 31, 2001
relates  principally  to an other than  temporary  decline in our  investment in
AT&T.
                            -------------------------

     Equity in Net Income (Losses) of Affiliates

     The change in equity in net income  (losses) of affiliates  for the interim
period from 2001 to 2002 is primarily  attributable to effects of changes in the
net income or loss of our equity method investees.

     Other Income (Expense)

     On January 1, 2001, we completed  our cable systems  exchange with Adelphia
Communications  Corporation  ("Adelphia").  We received  cable  systems  serving
approximately 445,000 subscribers from Adelphia and Adelphia received certain of
our cable systems  serving  approximately  441,000  subscribers.  We recorded to
other

                                       21

<PAGE>

                      COMCAST CORPORATION AND SUBSIDIARIES
                                    FORM 10-Q
                          QUARTER ENDED MARCH 31, 2002


income  (expense) a pre-tax gain of $1.199 billion,  representing the difference
between the estimated fair value of $1.799 billion as of the closing date of the
transaction and our cost basis in the systems exchanged.

     Income Tax Expense

     The decrease in income tax expense for the interim period from 2001 to 2002
is primarily  the result of the effects of changes in our income  before  taxes,
minority interest and cumulative effect of accounting change.

     Minority Interest

     The change in minority interest for the interim period from 2001 to 2002 is
attributable  to the  effects  of  changes in the net income or loss of our less
than wholly owned consolidated subsidiaries.

     Cumulative Effect of Accounting Change

     In  connection  with the  adoption of SFAS No. 142, we completed an initial
transitional  impairment  assessment  of  goodwill  and other  indefinite  lived
intangible  assets,  which consist  primarily of our cable  franchise  operating
rights.  Based upon further guidance provided by the EITF, we determined that no
cumulative effect results from adopting this change in accounting principle.

     In connection with the adoption of SFAS No. 133, "Accounting for Derivative
Instruments  and Hedging  Activities,"  as amended,  we  recognized  as income a
cumulative effect of accounting  change,  net of related income taxes, of $384.5
million during the three months ended March 31, 2001. The income  consisted of a
$400.2  million  adjustment  to  record  the debt  component  of our  ZONES at a
discount from its value at maturity and $191.3  million  principally  related to
the   reclassification  of  gains  previously   recognized  as  a  component  of
accumulated  other   comprehensive   income  (loss)  on  our  equity  derivative
instruments, net of related deferred income taxes of $207.0 million.

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

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

ITEM 1.    LEGAL PROCEEDINGS

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

ITEM 5.    OTHER INFORMATION

     The date of the Company's 2002 annual meeting of shareholders  will be July
     10, 2002,  which date is more than 30 calendar days later than the one-year
     anniversary   of  the  date  of  the  Company's   2001  annual  meeting  of
     shareholders.  Had a  shareholder  desired to have a  shareholder  proposal
     included in the Company's proxy statement for the 2002 annual meeting,  the
     shareholder would have had to give timely notice of the proposal in writing
     to Stanley Wang, Executive Vice President and Secretary,  at the address of
     the  Company  set forth on the cover  page of this Form 10-Q by  January 2,
     2002. The Company did not receive any  shareholder  proposals by this date.
     Because of the change in the date of the  annual  meeting of  shareholders,
     the Company is extending  until May 22, 2002,  the deadline for  submitting
     such proposals for inclusion in the Company's  proxy statement for the 2002
     annual meeting of shareholders. In addition, a shareholder may wish to have
     a proposal  presented at the 2002 annual meeting of shareholders but not to
     have such proposal  included in the Company's  proxy  statement and form of
     proxy  relating to that  meeting.  Pursuant to Section 2-9 of the Company's
     by-laws, notice of any such proposal must be received by the Company by May
     28, 2002. If it is not received by that date, such proposal shall be deemed
     "untimely" for purposes of Rule14a-4(c)  under the Securities  Exchange Act
     of 1934,  and,  therefore,  the  proxies  will have the  right to  exercise
     discretionary  authority with respect to such  proposal.  Any such proposal
     should be directed to Stanley Wang, Executive Vice President and Secretary,
     at the  address  of the  Company  set forth on the cover  page of this Form
     10-Q.

                                       22

<PAGE>

                      COMCAST CORPORATION AND SUBSIDIARIES
                                    FORM 10-Q
                          QUARTER ENDED MARCH 31, 2002


ITEM 6.    EXHIBITS AND REPORTS ON FORM 8-K

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

         10.1     First Amendment to Five-Year Revolving Credit Agreement, dated
                  as of May 7, 2002, among Comcast Cable  Communications,  Inc.,
                  AT&T Comcast Corporation and the Financial  Institutions Party
                  Hereto,  Banc  of  America  Securities  LLC  and  J.P.  Morgan
                  Securities Inc. (f/k/a Chase  Securities  Inc.), as Joint Lead
                  Arrangers and Joint Book Managers,  BNY Capital Markets,  Inc.
                  and  Salomon  Smith  Barney  Inc.,  as  Co-Arrangers,  Bank of
                  America, N.A., as Administrative Agent, J.P. Morgan Securities
                  Inc. (f/k/a Chase Securities  Inc.) as Syndication  Agent, and
                  Citibank,  N.A. and The Bank of New York, as  Co-Documentation
                  Agents  (incorporated  by  reference  to  Exhibit  10.1 to the
                  Comcast Cable  Communications,  Inc.  Quarterly Report on Form
                  10-Q for the quarter ended March 31, 2002).

         10.2     364-Day Revolving Credit  Agreement,  dated as of May 7, 2002,
                  among  Comcast  Cable   Communications,   Inc.,  AT&T  Comcast
                  Corporation and the Financial  Institutions Party Hereto, Banc
                  of America  Securities LLC and J.P. Morgan Securities Inc., as
                  Joint Lead  Arrangers and Joint Book  Managers,  Credit Suisse
                  First Boston,  Barclays Banc PLC and Deutsche Bank  Securities
                  Inc.,   as   Co-Arrangers,   Bank   of   America,   N.A.,   as
                  Administrative   Agent,   J.P.  Morgan   Securities  Inc.,  as
                  Syndication  Agent,  and Credit Suisse First Boston,  Barclays
                  Banc   PLC   and   Deutsche   Bank    Securities    Inc.,   as
                  Co-Documentation  Agents (incorporated by reference to Exhibit
                  10.2  to the  Comcast  Cable  Communications,  Inc.  Quarterly
                  Report on Form 10-Q for the quarter ended March 31, 2002).

         10.3     Annex I to Five-Year  Revolving Credit Agreement,  dated as of
                  August 24, 2000, Amended and Restated as of the Effective Date
                  Defined Herein, among Comcast Cable Communications, Inc., AT&T
                  Comcast  Corporation  and  the  Financial  Institutions  Party
                  Hereto,  Banc  of  America  Securities  LLC  and  J.P.  Morgan
                  Securities Inc. (f/k/a Chase  Securities  Inc.), as Joint Lead
                  Arrangers and Joint Book Managers,  BNY Capital Markets,  Inc.
                  and  Salomon  Smith  Barney  Inc.,  as  Co-Arrangers,  Bank of
                  America, N.A., as Administrative Agent, J.P. Morgan Securities
                  Inc. (f/k/a Chase Securities  Inc.) as Syndication  Agent, and
                  Citibank,  N.A. and The Bank of New York, as  Co-Documentation
                  Agents  (incorporated  by  reference  to  Exhibit  10.3 to the
                  Comcast Cable  Communications,  Inc.  Quarterly Report on Form
                  10-Q for the quarter ended March 31, 2002).

         10.4     Annex I to 364-Day Revolving Credit Agreement, dated as of May
                  7, 2002, Amended and Restated as of the Effective Date Defined
                  Herein, among Comcast Cable Communications, Inc., AT&T Comcast
                  Corporation and the Financial  Institutions Party Hereto, Banc
                  of America  Securities LLC and J.P. Morgan Securities Inc., as
                  Joint Lead  Arrangers and Joint Book  Managers,  Credit Suisse
                  First Boston,  Barclays Banc PLC and Deutsche Bank  Securities
                  Inc.,   as   Co-Arrangers,   Bank   of   America,   N.A.,   as
                  Administrative   Agent,   J.P.  Morgan   Securities  Inc.,  as
                  Syndication  Agent,  and Credit Suisse First Boston,  Barclays
                  Banc   PLC   and   Deutsche   Bank    Securities    Inc.,   as
                  Co-Documentation  Agents (incorporated by reference to Exhibit
                  10.4  to the  Comcast  Cable  Communications,  Inc.  Quarterly
                  Report on Form 10-Q for the quarter ended March 31, 2002).

     (b)  Reports on Form 8-K:

          None.

                                       23
<PAGE>

                      COMCAST CORPORATION AND SUBSIDIARIES
                                    FORM 10-Q
                          QUARTER ENDED MARCH 31, 2002

                                    SIGNATURE

         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 CORPORATION
                                         ---------------------------------------


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


Date: May 15, 2002





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