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UNITED STATES
SECURITIES AND EXCHANGE COMMISSIONWashington, D.C. 20549

FORM 10-Q

|(Mark One)    |                                                                                                                              
|------------- | -----------------------------------------------------------------------------------------------------------------------------
|ý             | Quarterly Report pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 for the Quarterly Period Ended:      
|JUNE 30, 2005
|OR           
|o             | Transition Report pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 for the Transition Period
from  to .

Commission File Number 001-15471

---

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

|PENNSYLVANIA(State or other jurisdiction of
incorporation or organization) |  | 23-1709202(I.R.S. Employer
Identification No.)
|-------------------------------------------------------------------------- |  | ----------------------------------------------

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

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

---

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 ý        No o

---

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

As of June 30, 2005, there were 21,591,115 shares of Class A Common Stock, 916,198,519 shares of Class A Special Common Stock and 9,444,375
shares of Class B Common Stock outstanding.

---

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



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COMCAST HOLDINGS CORPORATION AND SUBSIDIARIES
FORM 10-Q
QUARTER ENDED JUNE 30, 2005

TABLE OF CONTENTS



|                                 |  |                                                                                                                      |  | Page Number
|-------------------------------- |  | -------------------------------------------------------------------------------------------------------------------- |  | -----------
|PART I.    FINANCIAL INFORMATION |  |                                                                                                                     
|ITEM 1.                          |  | Financial Statements                                                                                                 |  | 2          
|                                 |  | Condensed Consolidated Balance Sheet as of June 30, 2005 and December 31, 2004 (Unaudited)                           |  | 2          
|                                 |  | Condensed Consolidated Statement of Operations for the Three and Six Months Ended June 30, 2005 and 2004 (Unaudited) |  | 3          
|                                 |  | Condensed Consolidated Statement of Cash Flows for the Six Months Ended June 30, 2005 and 2004 (Unaudited)           |  | 4          
|                                 |  | Notes to Condensed Consolidated Financial Statements (Unaudited)                                                     |  | 5          
|ITEM 2.                          |  | Management's Discussion and Analysis of Financial Condition and Results of Operations                                |  | 17         
|ITEM 3.                          |  | Quantitative and Qualitative Disclosures about Market Risk                                                           |  | 23         
|ITEM 4.                          |  | Controls and Procedures                                                                                              |  | 23         
|PART II.    OTHER INFORMATION    |  |                                                                                                                     
|ITEM 1.                          |  | Legal Proceedings                                                                                                    |  | 23         
|ITEM 6.                          |  | Exhibits                                                                                                             |  | 23         
|SIGNATURES                       |  | 24                                                                                                                  

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This Quarterly Report on Form 10-Q is for the three and six months ended June 30, 2005. 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. Throughout this Quarterly Report, "Comcast Holdings," "we," "us" and "our" refer to Comcast Holdings Corporation and its subsidiaries, and "Comcast"
refers to Comcast Corporation.

You
should carefully review the information contained in this Quarterly Report and particularly consider any risk factors that we set forth 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 these
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 these words, and other comparable words. You should be aware that these statements are only our predictions. In evaluating these statements, you should specifically consider various
factors, including the risks and uncertainties outlined below. Actual events or our actual results may differ materially from any of our forward-looking statements.

Our
businesses may be affected by, among other things, the following:



For
a more detailed explanation of the factors affecting our businesses, please refer to the Risk Factors section in Item 1 of our 2004 Form 10-K.

1

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COMCAST HOLDINGS CORPORATION AND SUBSIDIARIES
FORM 10-Q
QUARTER ENDED JUNE 30, 2005

PART I.    FINANCIAL INFORMATION

ITEM 1.    FINANCIAL STATEMENTS

CONDENSED CONSOLIDATED BALANCE SHEET
(Unaudited)

|                                                                              |                                                                                                     | (Dollars in millions)     
|----------------------------------------------------------------------------- | --------------------------------------------------------------------------------------------------- | --------------------------
|
|ASSETS                                                                        |                                                                                                     |                           
|CURRENT ASSETS                                                                |                                                                                                     |                           
|                                                                              | Cash and cash equivalents                                                                           |                           
|                                                                              | Investments                                                                                         |                           
|                                                                              | Accounts receivable, less allowance for doubtful accounts of $69 and $65                            |                           
|                                                                              | Other current assets                                                                                |                           
|                                                                              |                                                                                                     |                           
|                                                                              |                                                                                                     | Total current assets      
|                                                                              |                                                                                                     |                           
|NOTES RECEIVABLE FROM AFFILIATES                                              |                                                                                                     |                           
|DUE FROM AFFILIATES, net                                                      |                                                                                                     |                           
|INVESTMENTS                                                                   |                                                                                                     |                           
|PROPERTY AND EQUIPMENT, net of accumulated depreciation of $5,950 and $5,410  |                                                                                                     |                           
|FRANCHISE RIGHTS                                                              |                                                                                                     |                           
|GOODWILL                                                                      |                                                                                                     |                           
|OTHER INTANGIBLE ASSETS, net of accumulated amortization of $1,470 and $1,295 |                                                                                                     |                           
|OTHER NONCURRENT ASSETS, net                                                  |                                                                                                     |                           
|                                                                              |                                                                                                     |                           
|                                                                              |                                                                                                     | $                         
|                                                                              |                                                                                                     |                           
|LIABILITIES AND STOCKHOLDERS' EQUITY                                          |                                                                                                     |                           
|CURRENT LIABILITIES                                                           |                                                                                                     |                           
|                                                                              | Accounts payable and accrued expenses related to trade creditors                                    |                           
|                                                                              | Accrued expenses and other current liabilities                                                      |                           
|                                                                              | Current portion of long-term debt                                                                   |                           
|                                                                              |                                                                                                     |                           
|                                                                              |                                                                                                     | Total current liabilities 
|                                                                              |                                                                                                     |                           
|LONG-TERM DEBT, less current portion                                          |                                                                                                     |                           
|NOTES PAYABLE TO AFFILIATES                                                   |                                                                                                     |                           
|DEFERRED INCOME TAXES                                                         |                                                                                                     |                           
|OTHER NONCURRENT LIABILITIES                                                  |                                                                                                     |                           
|MINORITY INTEREST                                                             |                                                                                                     |                           
|COMMITMENTS AND CONTINGENCIES (NOTE 7)                                        |                                                                                                     |                           
|STOCKHOLDERS' EQUITY                                                          |                                                                                                     |                           
|                                                                              | Preferred stockauthorized, 20,000,000 shares; issued, zero                                         |                           
|                                                                              | Class A common stock, $1.00 par valueauthorized, 200,000,000 shares; issued, 21,591,115            |                           
|                                                                              | Class A Special common stock, $1.00 par valueauthorized, 2,500,000,000 shares; issued, 916,198,519 |                           
|                                                                              | Class B common stock, $1.00 par valueauthorized, 50,000,000 shares; issued, 9,444,375              |                           
|                                                                              | Additional capital                                                                                  |                           
|                                                                              | Retained earnings                                                                                   |                           
|                                                                              | Accumulated other comprehensive income                                                              |                           
|                                                                              |                                                                                                     |                           
|                                                                              |                                                                                                     | Total stockholders' equity
|                                                                              |                                                                                                     |                           
|                                                                              |                                                                                                     | $                         
|                                                                              |                                                                                                     |                           

See notes to condensed consolidated financial statements.

2

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COMCAST HOLDINGS CORPORATION AND SUBSIDIARIES
FORM 10-Q
QUARTER ENDED JUNE 30, 2005
CONDENSED CONSOLIDATED STATEMENT OF OPERATIONS
(Unaudited)

(Dollars in millions)Three Months Ended
June 30,

Six Months Ended
June 30,2005

2004

2005

2004REVENUES

$
2,376

$
2,148

$
4,641

$
4,237COSTS AND EXPENSESOperating (excluding depreciation)


819


709


1,606


1,500Selling, general and administrative


620


553


1,228


1,101Depreciation


345


302


684


635Amortization


43


43


106


901,827


1,607


3,624


3,326OPERATING INCOME


549


541


1,017


911OTHER INCOME (EXPENSE)Interest expense


(155
)

(147
)

(309
)

(305
)Interest income on affiliate notes, net


90


41


166


82Investment income, net


123


146


110


94Equity in net losses of affiliates


(6
)

(11
)

(5
)

(19
)Other income, net


7


10


33


559


39


(5
)

(143
)INCOME BEFORE INCOME TAXES AND MINORITY INTEREST


608


580


1,012


768INCOME TAX EXPENSE


(257
)

(250
)

(438
)

(337
)INCOME BEFORE MINORITY INTEREST


351


330


574


431MINORITY INTEREST


(19
)

(16
)

(38
)

(19
)NET INCOME

$
332

$
314

$
536

$
412


See
notes to condensed consolidated financial statements.

3

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COMCAST HOLDINGS CORPORATION AND SUBSIDIARIES
FORM 10-Q
QUARTER ENDED JUNE 30, 2005
CONDENSED CONSOLIDATED STATEMENT OF CASH FLOWS
(Unaudited)

|                                                                                  |                                                                                               | (Dollars in millions)                                                      |      
|--------------------------------------------------------------------------------- | --------------------------------------------------------------------------------------------- | -------------------------------------------------------------------------- | -----
|
|
|OPERATING ACTIVITIES                                                              |                                                                                               |                                                                            |      
|Net income                                                                        |                                                                                               | $                                                                          | 536  
|Adjustments to reconcile net income to net cash provided by operating activities: |                                                                                               |                                                                            |      
|                                                                                  | Depreciation                                                                                  |                                                                            |      
|                                                                                  | Amortization                                                                                  |                                                                            |      
|                                                                                  | Non-cash interest expense, net                                                                |                                                                            |      
|                                                                                  | Non-cash interest income on affiliate notes, net                                              |                                                                            |      
|                                                                                  | Equity in net losses of affiliates                                                            |                                                                            |      
|                                                                                  | Losses (gains) on investments and other non-cash (income) expense, net                        |                                                                            |      
|                                                                                  | Non-cash contribution expense                                                                 |                                                                            |      
|                                                                                  | Minority interest                                                                             |                                                                            |      
|                                                                                  | Deferred income taxes                                                                         |                                                                            |      
|                                                                                  | Changes in operating assets and liabilities, net of effects of acquisitions and divestitures: |                                                                            |      
|                                                                                  |                                                                                               | Change in accounts receivable, net                                         |      
|                                                                                  |                                                                                               | Change in accounts payable and accrued expenses related to trade creditors |      
|                                                                                  |                                                                                               | Change in other operating assets and liabilities                           |      
|                                                                                  |                                                                                               |                                                                            |      
|                                                                                  |                                                                                               | Net cash provided by operating activities                                  |      
|                                                                                  |                                                                                               |                                                                            |      
|FINANCING ACTIVITIES                                                              |                                                                                               |                                                                            |      
|                                                                                  | Proceeds from borrowings                                                                      |                                                                            |      
|                                                                                  | Retirements and repayments of debt                                                            |                                                                            |      
|                                                                                  | Net transactions with affiliates                                                              |                                                                            |      
|                                                                                  | Other                                                                                         |                                                                            |      
|                                                                                  |                                                                                               |                                                                            |      
|                                                                                  |                                                                                               | Net cash provided by (used in) financing activities                        |      
|                                                                                  |                                                                                               |                                                                            |      
|INVESTING ACTIVITIES                                                              |                                                                                               |                                                                            |      
|                                                                                  | Acquisitions, net of cash acquired                                                            |                                                                            |      
|                                                                                  | Proceeds from sales of (purchases of) short-term investments, net                             |                                                                            |      
|                                                                                  | Proceeds from sales of investments                                                            |                                                                            |      
|                                                                                  | Purchases of investments                                                                      |                                                                            |      
|                                                                                  | Capital expenditures                                                                          |                                                                            |      
|                                                                                  | Additions to intangible and other noncurrent assets                                           |                                                                            |      
|                                                                                  |                                                                                               |                                                                            |      
|                                                                                  |                                                                                               | Net cash used in investing activities                                      |      
|                                                                                  |                                                                                               |                                                                            |      
|INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS                                  |                                                                                               |                                                                            | 765  
|CASH AND CASH EQUIVALENTS, beginning of period                                    |                                                                                               |                                                                            | 428  
|                                                                                  |                                                                                               |                                                                            |      
|CASH AND CASH EQUIVALENTS, end of period                                          |                                                                                               | $                                                                          | 1,193
|                                                                                  |                                                                                               |                                                                            |      

See notes to condensed consolidated financial statements.

4

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COMCAST HOLDINGS CORPORATION AND SUBSIDIARIES  FORM 10-Q  QUARTER ENDED JUNE 30, 2005  NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS  (Unaudited)

1.    CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

Basis of Presentation

We
have prepared these unaudited condensed consolidated financial statements based upon Securities and Exchange Commission ("SEC") rules that permit reduced disclosure for interim periods. We are an
indirect, wholly-owned subsidiary of Comcast Corporation ("Comcast"). Our presentation differs from the condensed consolidated financial statements of Comcast by excluding both Comcast's corporate
operations and certain cable operations, primarily those acquired from AT&T in November 2002 (the "Broadband acquisition"). Subsequent to the Broadband acquisition, all of our and Comcast's
cable operations are operated as a single, integrated cable business unit. Our condensed consolidated financial statements reflect the assets, liabilities, revenues and expenses directly attributable
to us, as well as allocations deemed reasonable by management, to present our financial position, results of operations and cash flows on a stand-alone basis. These allocations are further described
in Note 9. All significant intercompany accounts and transactions between entities consolidated in our financial statements have been eliminated.

These
financial statements include all adjustments that are necessary for a fair presentation of our financial condition, results of operations, and cash flows 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 our accounting policies and certain other information, refer to our annual financial statements for the preceding fiscal year as filed with the SEC.

Reclassifications

Certain
reclassifications have been made to the prior year financial statements to conform to those classifications used in 2005.

2.    RECENT ACCOUNTING PRONOUNCEMENTS

SFAS No. 123R

In
December 2004, the Financial Accounting Standards Board issued Statement of Financial Accounting Standards ("SFAS") No. 123 (revised 2004), "Share-Based Payment" ("SFAS
No. 123R"), which replaces SFAS No. 123, "Accounting for Stock-Based Compensation" ("SFAS No. 123") and supersedes Accounting Principles Board ("APB") Opinion No. 25,
"Accounting for Stock Issued to Employees" ("APB No. 25"). SFAS No. 123R requires all share-based payments to employees, including grants of employee stock options, to be recognized in
the financial statements based on their fair values, beginning with the next fiscal year that begins after June 15, 2005, with early adoption encouraged. In addition, SFAS No. 123R will
cause unrecognized expense (based on the amounts in our pro forma footnote disclosure) related to options vesting after the date of initial adoption to be recognized as a charge to results of
operations over the remaining vesting period. We are required to adopt SFAS No. 123R beginning January 1, 2006. Under SFAS No. 123R, we must determine the appropriate fair value
model to be used for valuing share-based payments, the amortization method for compensation cost and the transition method to be used at the date of adoption. The transition alternatives include
prospective and retroactive adoption methods. Under the retroactive methods, prior periods may be retroactively adjusted either as of the beginning of the year of adoption or for all

5

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COMCAST HOLDINGS CORPORATION AND SUBSIDIARIES  FORM 10-Q  QUARTER ENDED JUNE 30, 2005  NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Continued)  (Unaudited)

periods
presented. The prospective method requires that compensation expense be recorded for all unvested stock options and share awards at the beginning of the first quarter of adoption of SFAS
No. 123R, while the retroactive methods would record compensation expense for all unvested stock options and share awards beginning with the first period retroactively adjusted. We are
evaluating the requirements of SFAS No. 123R, and we expect that the adoption of SFAS No. 123R will have a material impact on our consolidated results of operations. We have not
determined the date or method of adoption or the effect of adopting SFAS No. 123R.

FIN No. 47

In
March 2005, the FASB issued FASB Interpretation ("FIN") No. 47 "Accounting for Conditional Asset Retirement Obligationsan Interpretation of FASB Statement No. 143,
("FIN No. 47"). FIN No. 47 clarifies the timing of liability recognition for legal obligations associated with the retirement of a tangible long-lived asset when the timing
and/or method of settlement are conditional on a future event. FIN No. 47 is effective for us no later than December 31, 2005. We do not expect that the adoption of FIN No. 47
will have a material impact on our consolidated financial condition or results of operations.

SFAS No. 153

In
December 2004, the FASB issued SFAS No. 153, "Exchanges of Nonmonetary Assetsan amendment of APB Opinion No. 29" ("SFAS No. 153"). The guidance in APB
Opinion No. 29, "Accounting for Nonmonetary Transactions" ("APB Opinion No. 29"), is based on the principle that exchanges of nonmonetary assets should be measured based on the fair
value of the assets exchanged. The guidance in APB Opinion No. 29, however, included certain exceptions to that principle. SFAS No. 153 amends APB Opinion No. 29 to eliminate the
exception for nonmonetary exchanges of similar productive assets and replaces it with a general exception for exchanges of nonmonetary assets that do not have commercial substance. SFAS No. 153
is effective for such exchange transactions occurring in fiscal periods beginning after June 15, 2005.

SFAS No. 154

In
May 2005, the FASB issued SFAS No. 154, "Accounting Changes and Error Correctionsa replacement of APB Opinion No. 20 and FASB Statement No. 3" ("SFAS
No. 154"). This Statement replaces APB Opinion No. 20, "Accounting Changes" and FASB Statement No. 3, "Reporting Accounting Changes in Interim Financial Statements," and changes
the requirements for the accounting for and reporting of a change in accounting principle. SFAS No. 154 applies to all voluntary changes in an accounting principle. It also applies to changes
required by an accounting pronouncement in the unusual instance that the pronouncement does not include specific transition provisions. When a pronouncement includes specific transition provisions,
those provisions should be followed. SFAS No. 154 is effective for accounting changes and error corrections occurring in fiscal years beginning after December 15, 2005.

6

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COMCAST HOLDINGS CORPORATION AND SUBSIDIARIES  FORM 10-Q  QUARTER ENDED JUNE 30, 2005  NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Continued)  (Unaudited)

3.    INVESTMENTS

(Dollars in millions)June 30, 2005

December 31, 2004Fair value methodLiberty Media Corporation

$
1,019

$
1,098Liberty Global


362


366Sprint


660


656Other


88


242,129


2,144Equity method


285


268Cost method


179


163Total investments


2,593


2,575Less, current investments


61


87Noncurrent investments

$
2,532

$
2,488


Fair Value Method

We
hold unrestricted equity investments, which we account for as available for sale or trading securities, in publicly traded companies. Our investments in Liberty Media Corporation, Liberty
Global, Inc. formerly known as Liberty Media International, Inc. ("Liberty Global") and Sprint are accounted for as trading securities. The net unrealized pre-tax gains on
investments accounted for as available for sale securities as of June 30, 2005, of $14 million, has been reported in our consolidated balance sheet as a component of accumulated other
comprehensive income, net of related deferred income taxes of $5 million.

The
cost, fair value and unrealized gains related to our available for sale securities are as follows (dollars in millions):

June 30, 2005

December 31, 2004Cost

$
71

$
19Unrealized gains


14


Fair value

$
85

$
19


In
February 2005, we entered into a 10 year prepaid forward sale of approximately 2.7 million shares of Liberty Global Series A common stock for proceeds of
$99 million.

The
increase in our other fair value method investments relates principally to non-cash additions during 2005 in connection with the exchange of one of our equity method investments.

7

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COMCAST HOLDINGS CORPORATION AND SUBSIDIARIES  FORM 10-Q  QUARTER ENDED JUNE 30, 2005  NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Continued)  (Unaudited)

Investment Income, Net

Investment
income, net for the interim periods includes the following (dollars in millions):

Three Months Ended
June 30,

Six Months Ended
June 30,2005

2004

2005

2004Interest, dividend and other investment income (expense)

$


$
(2
)
$
(3
)
$
(8
)Gains (losses) on sales and exchanges of investments, net





(1
)




(1
)Investment impairment losses


(3
)

(3
)

(3
)

(3
)Unrealized gains (losses) on trading securities and hedged items


65


(38
)

(70
)

(55
)Mark to market adjustments on derivatives related to trading securities and hedged items


60


200


189


159Mark to market adjustments on derivatives


1


(10
)

(3
)

2Investment income, net

$
123

$
146

$
110

$
94


4.    GOODWILL

The
changes in the carrying amount of goodwill by business segment (see Note 8) for the period presented are as follows (dollars in millions):

Cable

Content

Corporate and Other

TotalBalance, December 31, 2004

$
4,714

$
824

$
198

$
5,736Adjustments





73





73Acquisitions








61


61Balance, June 30, 2005

$
4,714

$
897

$
259

$
5,870


5.    LONG-TERM DEBT

The Cross-Guarantee Structure

Comcast
and certain of its cable holding company subsidiaries, including our wholly-owned subsidiary Comcast Cable Communications, LLC ("Comcast Cable"), have unconditionally guaranteed each other's
debt securities and indebtedness for borrowed money. As of June 30, 2005, $21.450 billion of Comcast's debt securities were entitled to the benefits of the cross-guarantee structure,
including $6.336 billion of Comcast Cable's debt securities. Comcast Holdings Corporation is not a guarantor, and none of its debt is guaranteed. As of June 30, 2005, $906 million
of debt was outstanding at Comcast Holdings Corporation.

Letters of Credit

As
of June 30, 2005, certain of our subsidiaries had unused irrevocable standby letters of credit totaling $13 million to cover potential fundings under various agreements.

8

---



COMCAST HOLDINGS CORPORATION AND SUBSIDIARIES  FORM 10-Q  QUARTER ENDED JUNE 30, 2005  NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Continued)  (Unaudited)

ZONES

At
maturity, holders of our 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 of
$1.807 billion or the market value of Sprint common stock. Prior to maturity, each ZONES is exchangeable at the holder's option for an amount of cash equal to 95% of the market value of Sprint
common stock.

We
separated the accounting for the ZONES into derivative and debt components. We record the change in the carrying value of the debt component of the ZONES (see Note 3) and the change in the
fair value of the derivative component of the ZONES as follows (dollars in millions):

ZONESSix Months Ended June 30,2005

2004Balance at beginning of period:Debt component

$
540

$
515Derivative component


168


268Total


708


783Change in debt component to interest expense


14


13Change in derivative component to investment income, net


(51
)

(56
)Balance at end of period:Debt component


554


528Derivative component


117


212Total

$
671

$
740


Interest Rates

Excluding
the derivative component of the ZONES whose changes in fair value are recorded to investment income, net, our effective weighted average interest rate on our total debt outstanding was 7.49%
and 7.48% as of June 30, 2005, and December 31, 2004, respectively. As of June 30, 2005, and December 31, 2004, accrued interest was $113 million and
$111 million, respectively.

Derivatives

We
use derivative financial instruments to manage our exposure to fluctuations in interest rates and securities prices. We have issued indexed debt instruments and prepaid forward sale agreements
whose value, in part, is derived from the market value of certain publicly traded common stock.

9

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COMCAST HOLDINGS CORPORATION AND SUBSIDIARIES  FORM 10-Q  QUARTER ENDED JUNE 30, 2005  NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Continued)  (Unaudited)

6.    STOCKHOLDERS' EQUITY

Stock-Based Compensation

We
account for stock-based compensation in accordance with APB No. 25 and related interpretations, as permitted by SFAS No. 123, as amended. Compensation expense for stock options is
measured as the excess, if any, of the quoted market price of Comcast's stock at the date of the grant over the amount an optionee must pay to acquire the stock. We record compensation expense for
restricted stock awards based on the quoted market price of Comcast's stock at the date of the grant and the vesting period. We record compensation expense for stock appreciation rights based on the
changes in quoted market prices of the underlying stock or other determinants of fair value.

The
following table illustrates the effect on net income if we had applied the fair value recognition provisions of SFAS No. 123 to stock-based compensation. Total stock-based compensation
expense was determined under the fair value-based method for all awards using the accelerated recognition method as permitted under SFAS No. 123 (dollars in millions):

|                                                                                                                             |  | Three Months Ended June 30, |     | Six Months Ended June 30, |  
|---------------------------------------------------------------------------------------------------------------------------- |  | --------------------------- | --- | ------------------------- | -
|
|Net income, as reported                                                                                                      |  | $                           | 332 |                           | $
|Add: Stock-based compensation expense included in net income, as reported above, net of related tax effects                  |  |                             | 6   |                           |  
|Deduct: Stock-based compensation expense determined under fair value-based method for all awards, net of related tax effects |  |                             | (17 | )                         |  
|                                                                                                                             |  |                             |     |                           |  
|Pro forma, net income                                                                                                        |  | $                           | 321 |                           | $
|                                                                                                                             |  |                             |     |                           |  

The
pro forma effect on net income for the interim periods by applying SFAS No. 123 may not be indicative of the effect on net income or loss in future years since SFAS No. 123 does not
take into consideration additional awards that may be granted in future years.

Comprehensive Income

Our
total comprehensive income for the interim periods was as follows (dollars in millions):

Three Months Ended June 30,

Six Months Ended June 30,2005

2004

2005

2004Net income

$
332

$
314

$
536

$
412Unrealized gains (losses) on marketable securities


(4
)

(1
)




(1
)Reclassification adjustments included in net income


1


7


1


15Comprehensive income

$
329

$
320

$
537

$
426


10

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COMCAST HOLDINGS CORPORATION AND SUBSIDIARIES  FORM 10-Q  QUARTER ENDED JUNE 30, 2005  NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Continued)  (Unaudited)

7.    COMMITMENTS AND CONTINGENCIES

Contingencies

At
Home

Litigation
has been filed against us as a result of our alleged conduct with respect to our investment in and distribution relationship with At Home Corporation. At Home was a provider of
high-speed Internet services that filed for bankruptcy protection in September 2001. Filed actions are: (i) class action lawsuits against us, Brian L. Roberts (our President
and Chief Executive Officer and a director), AT&T (the former controlling shareholder of At Home and also a former distributor of the At Home service) and others in the Superior Court of San Mateo
County, California, alleging breaches of fiduciary duty in connection with transactions agreed to in March 2000 among At Home, AT&T, Cox Communications, Inc. (Cox is also an investor in
At Home and a former distributor of the At Home service) and us; (ii) class action lawsuits against Comcast, AT&T and others in the United States District Court for the Southern District of New
York, alleging securities law violations and common law fraud in connection with disclosures made by At Home in 2001; and (iii) a lawsuit brought in the United States District Court for the
District of Delaware in the name of At Home by certain At Home bondholders against us, Brian L. Roberts, Cox and others, alleging breaches of fiduciary duty relating to the March 2000
transactions and seeking recovery of alleged short-swing profits of at least $600 million, pursuant to Section 16(b) of the Securities Exchange Act of 1934, as amended, purported to have
arisen in connection with certain transactions relating to At Home stock, effected pursuant to the March 2000 agreements.

The
actions in San Mateo County, California (item (i) above), have been stayed by the United States Bankruptcy Court for the Northern District of California, the court in which At Home filed
for bankruptcy, as violating the automatic bankruptcy stay. The decision to stay the actions was affirmed by the District Court, and an appeal to the Court of Appeals for the Ninth Circuit is pending.
In the Southern District of New York actions (item (ii) above), the court has dismissed the common law fraud claims against all defendants, leaving only the securities law claims. In a
subsequent decision, the court limited the remaining claims against us and Mr. Roberts to disclosures that are alleged to have been made by At Home prior to August 28, 2000. On
March 10, 2005, the court certified a class of all purchasers of publicly-traded At Home stock between March 28, 2000, and September 28, 2001. Plaintiffs have moved to amend the
complaint so as to move the commencement of the class period back to November 9, 1999. We are opposing this amendment. The Delaware case (item (iii) above), was transferred to the United
States District Court for the Southern District of New York. The court dismissed the Section 16(b) claims against us for failure to state a claim and the breach of fiduciary duty claim for lack
of federal jurisdiction. The plaintiffs have appealed the decision dismissing the Section 16(b) claims and have indicated that they intend to recommence the breach of fiduciary duty claim. In
the meantime, we have entered into an agreement with plaintiffs tolling the statute of limitations for the breach of fiduciary duty claim.

We
deny any wrongdoing in connection with the claims that have been made directly against us, our subsidiaries and Brian L. Roberts, and are defending all of these claims vigorously. The final
disposition of these claims is not expected to have a material adverse effect on our consolidated financial position but could possibly be material to our consolidated results of operations of any one

11

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COMCAST HOLDINGS CORPORATION AND SUBSIDIARIES  FORM 10-Q  QUARTER ENDED JUNE 30, 2005  NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Continued)  (Unaudited)

period.
Further, no assurance can be given that any adverse outcome would not be material to our consolidated financial position.

Acacia.

In
June 2004, Acacia Media Technologies Corporation ("Acacia") filed a lawsuit against us and others in the United States District Court for the Northern District of California. The complaint
alleges infringement of certain United States patents that allegedly relate to systems and methods for transmitting and/or receiving digital audio and video content. The complaint seeks injunctive
relief and damages in an unspecified amount. In the event that a Court ultimately determines that we infringe on any of the patents, we may be subject to substantial damages, which may include treble
damages and/or an injunction that could require us to materially modify certain products and services that we currently offer to subscribers. We believe that the claims are without merit and intend to
defend the action vigorously.

The
final disposition of this claim is not expected to have a material adverse effect on our consolidated financial position but could possibly be material to our consolidated results of operations of
any one period. Further, no assurance can be given that any adverse outcome would not be material to our consolidated financial position.

Other

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

12

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COMCAST HOLDINGS CORPORATION AND SUBSIDIARIES  FORM 10-Q  QUARTER ENDED JUNE 30, 2005  NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Continued)  (Unaudited)

8.    FINANCIAL DATA BY BUSINESS SEGMENT

Our
reportable segments consist of our Cable and Content businesses. Our content segment consists of our national networks E! Entertainment and Style Network, The Golf Channel, Outdoor Life Network,
G4 and AZN Television (formerly known as International Channel). In evaluating the profitability of our segments, the components of net income (loss) below operating income (loss) before depreciation
and amortization are not separately evaluated by our management (dollars in millions).

|                                                                |  | Cable(1) |        | Content |   | Other(2) |  | Eliminations(3) |      | Total
|--------------------------------------------------------------- |  | -------- | ------ | ------- | - | -------- |  | --------------- | ---- | -----
|Three Months Ended June 30, 2005                                |  |          |        |         |   |          |  |                 |      |      
|Revenues(4)                                                     |  | $        | 2,083  |         | $ | 234      |  | $               | 71   |      
|Operating income (loss) before depreciation and amortization(5) |  |          | 898    |         |   | 97       |  |                 | (57  | )    
|Depreciation and amortization                                   |  |          | 346    |         |   | 29       |  |                 | 16   |      
|Operating income (loss)                                         |  |          | 552    |         |   | 68       |  |                 | (73  | )    
|Capital expenditures                                            |  |          | 336    |         |   | 3        |  |                 | 10   |      
|Three Months Ended June 30, 2004                                |  |          |        |         |   |          |  |                 |      |      
|Revenues(4)                                                     |  | $        | 1,902  |         | $ | 199      |  | $               | 63   |      
|Operating income (loss) before depreciation and amortization(5) |  |          | 846    |         |   | 77       |  |                 | (43  | )    
|Depreciation and amortization                                   |  |          | 294    |         |   | 39       |  |                 | 16   |      
|Operating income (loss)                                         |  |          | 552    |         |   | 38       |  |                 | (59  | )    
|Capital expenditures                                            |  |          | 334    |         |   | 6        |  |                 | 3    |      
|Six Months Ended June 30, 2005                                  |  |          |        |         |   |          |  |                 |      |      
|Revenues(4)                                                     |  | $        | 4,066  |         | $ | 447      |  | $               | 155  |      
|Operating income (loss) before depreciation and amortization(5) |  |          | 1,740  |         |   | 174      |  |                 | (104 | )    
|Depreciation and amortization                                   |  |          | 692    |         |   | 74       |  |                 | 34   |      
|Operating income (loss)                                         |  |          | 1,048  |         |   | 100      |  |                 | (138 | )    
|Capital expenditures                                            |  |          | 660    |         |   | 7        |  |                 | 14   |      
|Six Months Ended June 30, 2004                                  |  |          |        |         |   |          |  |                 |      |      
|Revenues(4)                                                     |  | $        | 3,721  |         | $ | 375      |  | $               | 169  |      
|Operating income (loss) before depreciation and amortization(5) |  |          | 1,585  |         |   | 146      |  |                 | (98  | )    
|Depreciation and amortization                                   |  |          | 623    |         |   | 74       |  |                 | 37   |      
|Operating income (loss)                                         |  |          | 962    |         |   | 72       |  |                 | (135 | )    
|Capital expenditures                                            |  |          | 595    |         |   | 10       |  |                 | 13   |      
|As of June 30, 2005                                             |  |          |        |         |   |          |  |                 |      |      
|Assets                                                          |  | $        | 39,648 |         | $ | 2,530    |  | $               | 760  |      
|As of December 31, 2004                                         |  |          |        |         |   |          |  |                 |      |      
|Assets                                                          |  | $        | 38,480 |         | $ | 2,533    |  | $               | 942  |      

13

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COMCAST HOLDINGS CORPORATION AND SUBSIDIARIES  FORM 10-Q  QUARTER ENDED JUNE 30, 2005  NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Continued)  (Unaudited)

---



14

---



COMCAST HOLDINGS CORPORATION AND SUBSIDIARIES  FORM 10-Q  QUARTER ENDED JUNE 30, 2005  NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Continued)  (Unaudited)

9.    RELATED PARTY TRANSACTIONS

Our
related party transactions for the interim periods presented are as follows (dollars in millions):

Three Months Ended
June 30,

Six Months Ended
June 30,2005

2004

2005

2004Content affiliation agreement revenue

$
10

$
15

$
20

$
28Comcast management fees


44


40


86


79Comcast cost sharing charges:Cable-related costs


60


52


139


105Other costs


42


49


99


97Software licensing fees


5


3


10


3Interest income on affiliate notes, net


90


41


166


82


Our
content businesses generate a portion of their revenues through the sale of subscriber services under affiliation agreements with cable subsidiaries of Comcast. These amounts are included in
revenues in our consolidated statement of operations. Amounts related to similar affiliation agreements between our content businesses and our wholly-owned subsidiaries are eliminated in our
consolidated financial statements.

Comcast
has entered into management agreements with our cable subsidiaries. The management agreements generally provide that Comcast supervise the management and operations of the cable systems and
arrange for and supervise certain administrative functions. As compensation for such services, the agreements provide for Comcast to charge management fees based on a percentage of gross revenues.
These charges are included in selling, general and administrative expenses in our consolidated statement of operations.

We
reimburse Comcast for certain cable-related costs under a cost sharing agreement. These charges are included in selling, general and administrative expenses in our consolidated statement of
operations.

We
purchase certain other services from Comcast under cost sharing arrangements on terms that reflect Comcast's actual cost. These charges are included in selling, general and administrative expenses
in our consolidated statement of operations.

Comcast
has purchased long-term, non-exclusive patent and software licenses to use on Comcast's and our interactive program guides. Comcast charges us a licensing fee for use
of this software. This charge is included in selling, general and administrative expenses in our consolidated statement of operations.

Comcast
Financial Agency Corporation ("CFAC"), an indirect wholly-owned subsidiary of ours, provides cash management services to certain cable subsidiaries of Comcast. Under this arrangement,
Comcast's and these subsidiaries' cash receipts are deposited with and held by CFAC, as custodian and agent, which invests and disburses such funds at our direction. Interest income related to this
cash was not significant during the 2005 or 2004 interim periods.

15

---



COMCAST HOLDINGS CORPORATION AND SUBSIDIARIES  FORM 10-Q  QUARTER ENDED JUNE 30, 2005  NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Concluded)  (Unaudited)

With
the exception of cash payments related to interest and state income taxes, we consider all of our transactions with Comcast or its affiliates to be financing transactions, which are presented as
net transactions with affiliates in our consolidated statement of cash flows. Our significant financing transactions with Comcast and its affiliates are described below.

As
of June 30, 2005, and December 31, 2004, due from affiliates, net in our consolidated balance sheet primarily consists of amounts due from Comcast and from certain cable subsidiaries
of Comcast for advances we made for working capital and capital expenditures in the ordinary course of business. We act as the paying agent for all programming payments for all of Comcast's cable
subsidiaries, including ours. Programming payments related to Comcast's other cable subsidiaries are recorded as due from affiliates. As a result, included in accounts payable and accrued expenses
related to trade creditors as
of June 30, 2005, and December 31, 2004, is approximately $656 million and $600 million, respectively, related to other Comcast subsidiaries.

As
of June 30, 2005, and December 31, 2004, notes receivable from affiliates and notes payable to affiliates consist of notes receivable from and notes payable to Comcast and certain
cable subsidiaries of Comcast. Our notes receivable and notes payable, whose interest receivable and payable are included in our consolidated balance sheet, have the following characteristics (dollars
in millions):

June 30, 2005

December 31, 2004Notes Receivable

Notes Payable

Notes Receivable

Notes PayablePrincipal balance

$5,817

$717

$5,378

$704Interest receivable (payable)

$113

$(54)

$72

$(31)Interest rate range

6.75% to 7.5%

2.78% to 7.5%

6.25% to 7.5%

6.25% to 7.5%Maturity date range

2009-2014

2012-2015

2009-2014

2012-2014


16

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COMCAST HOLDINGS CORPORATION AND SUBSIDIARIES  FORM 10-Q  QUARTER ENDED JUNE 30, 2005

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

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

Overview

We
are an indirect, wholly-owned subsidiary of Comcast. We are principally involved in the management and operation of broadband communications networks (our cable segment) and in the management of
programming content that is distributed over national cable television networks (our content segment). For the six months ended in 2005, we received nearly 88% of our revenue from our cable segment,
primarily through monthly subscriptions to our video, high-speed Internet and phone services, as well as from advertising. Subscribers typically pay us monthly, based on rates and related
charges that vary according to their chosen level of service and the type of equipment they use. Revenue from our content segment is derived from the sale of advertising time and affiliation
agreements with cable and satellite television companies.

We
have historically met our cash needs for operations through our cash flows from operating activities. We have generally financed our acquisitions and capital expenditures through issuances of
Comcast common stock, borrowings of long-term debt, sales of investments and from existing cash, cash equivalents and short-term investments.

Business Developments

On
April 20, 2005, Comcast and Time Warner reached definitive agreements to acquire substantially all the assets of Adelphia Communications Corporation for a total of $12.7 billion in
cash and 16% of the common stock of Time Warner's cable subsidiary, Time Warner Cable Inc. ("TWC"). Comcast also will exchange certain of its cable systems with TWC for certain TWC cable
systems. In addition, TWC will redeem Comcast's 17.9% interest in TWC and Time Warner Entertainment Company, L.P. ("TWE") will redeem Comcast's 4.7% interest in TWE (together an effective 21% economic
ownership of TWC). As a result of these transactions, Comcast will add approximately 1.8 million basic subscribers for a net cash investment of approximately $1.5 billion. Following
these transactions, Comcast will serve a total of approximately 23.2 million basic subscribers. These transactions are subject to customary regulatory review and approvals, including
Hart-Scott-Rodino, Federal Communications Commission and local franchise approvals, as well as the Adelphia bankruptcy process, which involves approvals by the bankruptcy court having
jurisdiction of Adelphia's Chapter 11 case and Adelphia's creditors. Closing is expected to occur in the first or second quarter of 2006.

Results of Continuing Operations

Revenues

Consolidated
revenues for the three and six month interim periods in 2005 increased $228 million and $404 million, or 10.6% and 9.5% respectively, from the same periods in 2004. Of these
increases, $181 million and $345 million relate to our cable segment and $35 million and $72 million relate to our content segment which are discussed separately below. The
remaining changes relate to our other business activities, primarily Comcast-Spectacor, whose revenues were negatively affected by the National Hockey League ("NHL") lockout.

17

---



COMCAST HOLDINGS CORPORATION AND SUBSIDIARIES  FORM 10-Q  QUARTER ENDED JUNE 30, 2005

Operating, selling, general and administrative expenses

Consolidated
operating, selling, general and administrative expenses for the three and six month interim periods in 2005 increased $177 million and $233 million, or 14.0% and 9.0%,
respectively, from the same periods in 2004. Of these increases, $129 million and $190 million relate to our cable segment, and $15 million and $44 million relate to our
content segment, which are discussed separately below. The remaining changes relate to our other business activities, primarily Comcast-Spectacor, whose operating expenses were positively affected by
the NHL lockout.

Depreciation

Depreciation
expense for the three and six month interim periods in 2005 increased $43 million and $49 million, or 14.2% and 7.7%, respectively, from the same periods in 2004. The
increases are primarily attributable to our cable segment, principally due to the level of our recent capital expenditures.

Amortization

Amortization
expense for the three month period remained unchanged from the same period in 2004, primarily due to a non-recurring adjustment reducing our intangible amortization associated
with obtaining updated valuation reports for an acquisition. The $16 million or 17.8% increase in the six month interim period in 2005 from the same 2004 period is primarily attributable to our
recent acquisitions and intangible additions.

---

Segment Operating Results

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

All
percentages are calculated based on actual amounts. Minor differences may exist due to rounding.

18

---



COMCAST HOLDINGS CORPORATION AND SUBSIDIARIES  FORM 10-Q  QUARTER ENDED JUNE 30, 2005

Cable Segment Operating Results

The
following table presents our cable segment operating results (dollars in millions):

Three Months Ended
June 30,

Increase2005

2004

$

%Video

$
1,391

$
1,330

$
61

4.6
%High-speed Internet


386


314


72

22.9Advertising sales


138


129


9

7.0Other


108


71


37

52.1Franchise fees


60


58


2

3.4Revenues


2,083


1,902


181

9.5Operating, selling, general and administrative expenses


1,185


1,056


129

12.2Operating income before depreciation and amortization

$
898

$
846

$
52

6.1
%


Six Months Ended
June 30,

Increase2005

2004

$

%Video

$
2,749

$
2,630

$
119

4.5
%High-speed Internet


751


601


150

25.0Advertising sales


250


234


16

6.8Other


197


142


55

38.7Franchise fees


119


114


5

4.4Revenues


4,066


3,721


345

9.3Operating, selling, general and administrative expenses


2,326


2,136


190

8.9Operating income before depreciation and amortization

$
1,740

$
1,585

$
155

9.8
%


---

Revenues

Video
revenue consists of our basic, expanded basic, premium, pay-per-view and digital cable services, as well as equipment rentals. The increases in video revenue for the
interim periods from 2004 to 2005 are primarily due to rate increases
and subscriber growth in our digital video service. From June 30, 2004, to June 30, 2005, we added approximately 445,000, net, digital subscribers, or a 15.7% increase in digital
subscribers. We expect continued growth in our video revenue.

The
increases in high-speed Internet revenue for the interim periods from 2004 to 2005 are primarily due to the addition of approximately 560,000, net, high-speed Internet
subscribers since June 30, 2004, or a 22.6% increase in high-speed Internet subscribers. We expect continued growth in our high-speed Internet revenue.

The
increases in advertising sales revenue for the interim periods from 2004 to 2005 are primarily due to the effects of growth in regional/national advertising as a result of the continuing success
of our regional interconnects and a stronger local advertising market, offset, in part, by a decrease in political advertising during 2005. We expect continued growth in our advertising sales revenue.

19

---



COMCAST HOLDINGS CORPORATION AND SUBSIDIARIES  FORM 10-Q  QUARTER ENDED JUNE 30, 2005

Other
revenue includes installation revenues, revenue from our regional sports and news networks, guide revenues, commissions from electronic retailing, revenue from commercial data services and
revenue from other service offerings. The increases in other revenue for the interim periods from 2004 to 2005 are primarily due to the launch of our regional sports network in Chicago.

The
increases in franchise fees collected from our cable subscribers for the interim periods from 2004 to 2005 are primarily attributable to the increases in our revenues upon which the fees apply.

Operating, Selling, General and Administrative Expenses

Operating,
selling, general and administrative expenses increased $129 million and $190 million respectively, for the three and six months ended June 30, 2005 compared to the same
periods in 2004. The increases occurred in multiple expense categories and are primarily a result of growth in our high-speed Internet, digital cable services, the launch of Comcast
Digital Voice and increases in management fees and allocations.

Content Segment Operating Results

The
following table presents our content segment operating results (dollars in millions):

Three Months Ended
June 30,

Six Months Ended
June 30,2005

2004

2005

2004Revenues

$
234

$
199

$
447

$
375Operating, selling, general and administrative expenses


137


122


273


229Operating income before depreciation and amortization

$
97

$
77

$
174

$
146


Our
content segment consists of the national networks E! Entertainment and Style Network, The Golf Channel, Outdoor Life Network, G4 and AZN Television (formerly known as International Channel).

Revenues

Our
content segment revenue increased $35 million and $72 million, or 17.7% and 19.2% respectively, for the three and six month interim periods in 2005, from the same periods in 2004.
The increases reflect increases in distribution and advertising revenue for all of the networks and the effects of the acquisitions of TechTV and AZN Television in May 2004 and
July 2004, respectively.

Operating, Selling, General and Administrative Expenses

Operating,
selling, general and administrative expenses increased $15 million and $44 million, or 12.3% and 19.2% respectively, for the three and six month interim periods in 2005, from
the same periods in 2004. Expenses increased in the 2005 interim periods as a result of higher development and marketing expenses for signature events and other original programming in all of our
networks, as well as due to the effects of the acquisitions of TechTV and AZN Television in May 2004 and July 2004, respectively.

20

---



COMCAST HOLDINGS CORPORATION AND SUBSIDIARIES  FORM 10-Q  QUARTER ENDED JUNE 30, 2005

Consolidated Income (Expense) Items

Interest Expense

The
increases in interest expense for the three and six month periods from 2004 to 2005 are principally due to the effects of the increase in short term interest rates offset by the effects of our net
debt repayments.

Interest Income on Affiliate Notes, Net

The
increases in interest income on affiliate notes, net for the three and six month periods from 2004 to 2005 are principally due to an increase in our notes receivable from affiliates.

Investment Income, Net

Investment
income, net for the interim periods includes the following (dollars in millions):

Three Months Ended
June 30,

Six Months Ended
June 30,2005

2004

2005

2004Interest, dividend and other investment income (expense)

$


$
(2
)
$
(3
)
$
(8
)Gains (losses) on sales and exchanges of investments, net





(1
)




(1
)Investment impairment losses


(3
)

(3
)

(3
)

(3
)Unrealized gains (losses) on trading securities and hedged items


65


(38
)

(70
)

(55
)Mark to market adjustments on derivatives related to trading securities and hedged items


60


200


189


159Mark to market adjustments on derivatives


1


(10
)

(3
)

2Investment income, net

$
123

$
146

$
110

$
94


---

We
have entered into derivative financial instruments that we account for at fair value and which economically hedge the market price fluctuations in the common stock of most (as of June 30,
2005) of our investments accounted for as trading securities and hedged securities. The differences between the unrealized gains (losses) on trading securities and hedged items and the
mark-to-market adjustments on derivatives related to trading securities and hedged items, as presented in the table above, result from one or more of the following:



21

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COMCAST HOLDINGS CORPORATION AND SUBSIDIARIES  FORM 10-Q  QUARTER ENDED JUNE 30, 2005



Other Income

The
increase in other income for the six month period from 2004 to 2005 is primarily due to a $24 million gain on the exchange of one of our equity method investments.

Income Tax Expense

Our
income tax rate differs from the statutory rate primarily due to the effects of state income taxes and adjustments to prior year accruals.

Minority Interest

The
changes in minority interest for the three and six month interim periods from 2004 to 2005 are attributable to the effects of changes in the net income or loss of our less than wholly owned
consolidated subsidiaries and to the minority interests in certain subsidiaries acquired or formed during 2004.

---

22

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COMCAST HOLDINGS CORPORATION AND SUBSIDIARIES  FORM 10-Q  QUARTER ENDED JUNE 30, 2005

ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

There
have been no significant changes to the information required under this Item from what was disclosed in our 2004 Form 10-K.

ITEM 4. CONTROLS AND PROCEDURES

Conclusion regarding disclosure controls and procedures.Our chief executive officer and co-chief financial officers, after
evaluating the effectiveness of our disclosure controls and procedures (as defined in the Securities Exchange Act of 1934 Rules 13a-15(e) or 15d-15(e)) as of the end of
the period covered by this report, have concluded, based on the evaluation of these controls and procedures required by paragraph (b) of Exchange Act Rules 13a-15 or
15d-15, that our disclosure controls and procedures were effective.

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

PART II.    OTHER INFORMATION

ITEM 1. LEGAL PROCEEDINGS

Refer
to Note 7 to our condensed consolidated financial statements included in Item 1 of this Quarterly Report on Form 10-Q for a discussion of recent developments related to
our legal proceedings.

ITEM 6. EXHIBITS

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



23

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COMCAST HOLDINGS CORPORATION AND SUBSIDIARIES  FORM 10-Q  QUARTER ENDED JUNE 30, 2005

SIGNATURES

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

| |  | COMCAST HOLDINGS CORPORATION                                                                                                       
| |  | -----------------------------------------------------------------------------------------------------------------------------------
| |  | /s/LAWRENCE J. SALVALawrence J. Salva
Senior Vice President, Chief Accounting Officer
and Controller (Principal Accounting Officer)

Date:
August 11, 2005

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