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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:      
|MARCH 31, 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 March 31, 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 MARCH 31, 2005

TABLE OF CONTENTS



|                                 |  |            |  |                                                                                                               |  | Page Number
|-------------------------------- |  | ---------- |  | ------------------------------------------------------------------------------------------------------------- |  | -----------
|PART I.    FINANCIAL INFORMATION |  |           
|                                 |  | ITEM 1.    |  | Financial Statements                                                                                          |  |            
|                                 |  |            |  | Condensed Consolidated Balance Sheet as of March 31, 2005
and December 31, 2004 (Unaudited)                   |  | 2          
|                                 |  |            |  | Condensed Consolidated Statement of Operations for the Three Months Ended March 31, 2005 and 2004 (Unaudited) |  | 3          
|                                 |  |            |  | Condensed Consolidated Statement of Cash Flows for the Three Months Ended March 31, 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                         |  | 15         
|                                 |  | ITEM 3.    |  | Quantitative and Qualitative Disclosures about Market Risk                                                    |  | 20         
|                                 |  | ITEM 4.    |  | Controls and Procedures                                                                                       |  | 20         
|PART II.    OTHER INFORMATION    |  |           
|                                 |  | ITEM 1.    |  | Legal Proceedings                                                                                             |  | 20         
|                                 |  | ITEM 6.    |  | Exhibits                                                                                                      |  | 20         
|                                 |  | SIGNATURES |  | 21                                                                                                           

---

This
Quarterly Report on Form 10-Q is for the three months ended March 31, 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 those words, and other comparable words. You should be aware that those statements are only our predictions. In evaluating those statements, you should specifically consider various
factors, including the risks and uncertainties outlined below and in other reports we file with the SEC. 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 MARCH 31, 2005

PART I.    FINANCIAL INFORMATION

ITEM 1.    FINANCIAL STATEMENTS

CONDENSED CONSOLIDATED BALANCE SHEET
(Unaudited)

|                                                                              |                                                                                                     | (Dollars in millions, except share data)
|----------------------------------------------------------------------------- | --------------------------------------------------------------------------------------------------- | ----------------------------------------
|
|ASSETS                                                                        |                                                                                                     |                                         
|CURRENT ASSETS                                                                |                                                                                                     |                                         
|                                                                              | Cash and cash equivalents                                                                           |                                         
|                                                                              | Investments                                                                                         |                                         
|                                                                              | Accounts receivable, less allowance for doubtful accounts of $64 and $65                            |                                         
|                                                                              | Other current assets                                                                                |                                         
|                                                                              |                                                                                                     |                                         
|                                                                              |                                                                                                     |                                         
|                                                                              |                                                                                                     |                                         
|NOTES RECEIVABLE FROM AFFILIATES                                              |                                                                                                     |                                         
|DUE FROM AFFILIATES, net                                                      |                                                                                                     |                                         
|INVESTMENTS                                                                   |                                                                                                     |                                         
|PROPERTY AND EQUIPMENT, net of accumulated depreciation of $5,679 and $5,410  |                                                                                                     |                                         
|FRANCHISE RIGHTS                                                              |                                                                                                     |                                         
|GOODWILL                                                                      |                                                                                                     |                                         
|OTHER INTANGIBLE ASSETS, net of accumulated amortization of $1,393 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                                                                   |                                         
|                                                                              |                                                                                                     |                                         
|                                                                              |                                                                                                     |                                         
|                                                                              |                                                                                                     |                                         
|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                                                              |                                         
|                                                                              |                                                                                                     |                                         
|                                                                              |                                                                                                     |                                         
|                                                                              |                                                                                                     |                                         
|                                                                              |                                                                                                     | $                                       
|                                                                              |                                                                                                     |                                         

See notes to condensed consolidated financial statements.

2

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COMCAST HOLDINGS CORPORATION AND SUBSIDIARIES
FORM 10-Q
QUARTER ENDED MARCH 31, 2005
CONDENSED CONSOLIDATED STATEMENT OF OPERATIONS
(Unaudited)

(Dollars in Millions)Three Months Ended
March 31,2005

2004REVENUES

$
2,265

$
2,089COSTS AND EXPENSESOperating (excluding depreciation)


787


791Selling, general and administrative


608


548Depreciation


339


333Amortization


63


471,797


1,719OPERATING INCOME


468


370OTHER INCOME (EXPENSE)Interest expense


(154
)

(158
)Interest income on affiliate notes, net


76


41Investment loss, net


(13
)

(52
)Equity in net income (losses) of affiliates


1


(8
)Other income (expense)


26


(5
)(64
)

(182
)INCOME BEFORE INCOME TAXES AND MINORITY INTEREST


404


188INCOME TAX EXPENSE


(181
)

(87
)INCOME BEFORE MINORITY INTEREST


223


101MINORITY INTEREST


(19
)

(3
)NET INCOME

$
204

$
98


See
notes to condensed consolidated financial statements.

3

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COMCAST HOLDINGS CORPORATION AND SUBSIDIARIES
FORM 10-Q
QUARTER ENDED MARCH 31, 2005
CONDENSED CONSOLIDATED STATEMENT OF CASH FLOWS
(Unaudited)

|                                                 |                                                                                   | (Dollars in Millions)
Three Months Ended March 31,                                            |                                                                           
|------------------------------------------------ | --------------------------------------------------------------------------------- | --------------------------------------------------------------------------------------------- | --------------------------------------------------------------------------
|
|OPERATING ACTIVITIES                             |                                                                                   |                                                                                               |                                                                           
|                                                 | Net income                                                                        |                                                                                               | $                                                                         
|                                                 | 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 (income) 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 used in financing activities                                     
|                                                 |                                                                                   |                                                                                               |                                                                           
|INVESTING ACTIVITIES                             |                                                                                   |                                                                                               |                                                                           
|                                                 | 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 |                                                                                   |                                                                                               | 160                                                                       
|CASH AND CASH EQUIVALENTS, beginning of period   |                                                                                   |                                                                                               | 428                                                                       
|                                                 |                                                                                   |                                                                                               |                                                                           
|CASH AND CASH EQUIVALENTS, end of period         |                                                                                   | $                                                                                             | 588                                                                       
|                                                 |                                                                                   |                                                                                               |                                                                           

See notes to condensed consolidated financial statements.

4

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COMCAST HOLDINGS CORPORATION AND SUBSIDIARIES
FORM 10-Q
QUARTER ENDED MARCH 31, 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 and results of operations 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 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

5

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COMCAST HOLDINGS CORPORATION AND SUBSIDIARIES
FORM 10-Q
QUARTER ENDED MARCH 31, 2005
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Continued)

(Unaudited)

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.

3.    INVESTMENTS

(Dollars in millions)March 31,
2005

December 31,
2004Fair value methodLiberty Media Corporation

$
1,037

$
1,098Liberty Media International


344


366Sprint


643


701Other


84


24$
2,108


2,189Equity method


286


268Cost method


130


118Total investments


2,524


2,575Less, current investments


62


87Noncurrent investments

$
2,462

$
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 Media
International, Inc. ("Liberty International") 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 March 31, 2005, of $6 million has been reported in our consolidated balance sheet principally as a component of accumulated other comprehensive income, net of related
deferred income taxes of $2 million.

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

March 31,
2005

December 31,
2004Cost

$
74

$
19Unrealized gains


8


Unrealized losses


(2
)

Fair value

$
80

$
19


On
February 23, 2005, we entered into a 10 year prepaid forward sale of approximately 2.7 million shares of Liberty International 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.

6

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COMCAST HOLDINGS CORPORATION AND SUBSIDIARIES
FORM 10-Q
QUARTER ENDED MARCH 31, 2005
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Continued)

(Unaudited)



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

Three Months Ended
March 31,2005

2004Interest, dividend and other investment income (expense)

$
(3
)
$
(6
)Unrealized losses on trading securities


(135
)

(17
)Mark to market adjustments on derivatives related to trading securities


129


(41
)Mark to market adjustments on derivatives


(4
)

12Investment loss, net

$
(13
)
$
(52
)


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 |  | Total
|-------------------------- |  | ----- | ----- | ------- | - | ------------------- |  | -----
|Balance, December 31, 2004 |  | $     | 4,714 |         | $ | 824                 |  | $    
|Acquisitions               |  |       |      |         |   |                    |  |      
|                           |  |       |       |         |   |                     |  |      
|Balance, March 31, 2005    |  | $     | 4,714 |         | $ | 824                 |  | $    
|                           |  |       |       |         |   |                     |  |      

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 March 31, 2005, $20.275 billion of Comcast's debt securities were entitled to the benefits of the cross-guarantee
structure, including $6.322 billion of Comcast Cable's debt securities. Comcast Holdings Corporation is not a guarantor, and none of its debt is guaranteed. As of March 31, 2005,
$902 million of debt was outstanding at Comcast Holdings Corporation.

Lines and Letters of Credit

As
of March 31, 2005, certain of our subsidiaries had unused lines of credit of $287 million under our respective credit facilities.

As
of March 31, 2005, certain of our subsidiaries had unused irrevocable standby letters of credit totaling $13 million to cover potential fundings under various agreements.

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.

7

---



COMCAST HOLDINGS CORPORATION AND SUBSIDIARIES
FORM 10-Q
QUARTER ENDED MARCH 31, 2005
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Continued)

(Unaudited)

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):

ZONESThree Months Ended
March 31,2005

2004Balance at beginning of period:Debt component

$
540

$
515Derivative component


168


268Total


708


783Change in debt component to interest expense


7


6Change in derivative component to investment loss, net


(53
)

169Balance at end of period:Debt component


547


521Derivative component


115


437Total

$
662

$
958


Interest Rates

Excluding
the derivative component of the ZONES whose changes in fair value are recorded to investment income (loss), net, our effective weighted average interest rate on our total debt outstanding
was 7.50% and 7.48% as of March 31, 2005, and December 31, 2004, respectively. As of March 31, 2005, and December 31, 2004, accrued interest was $167 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.

8

---



COMCAST HOLDINGS CORPORATION AND SUBSIDIARIES
FORM 10-Q
QUARTER ENDED MARCH 31, 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
March 31, |    
|-------------------------------------------------------------------------------------------------------------------------------------------- |  | ---------------------------- | ---
|
|Net income, as reported                                                                                                                      |  | $                            | 204
|Add: Stock-based compensation expense included in net income, as reported above                                                              |  |                              | 1  
|Deduct: Stock-based compensation expense determined under fair value-based method
                for all awards, net of related tax effects |  |                              | (14
|                                                                                                                                             |  |                              |    
|Pro forma, net income                                                                                                                        |  | $                            | 191
|                                                                                                                                             |  |                              |    

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
March 31,2005

2004Net income

$
204

$
98Unrealized gains on marketable securities


4


Reclassification adjustments for losses included in net income





8Comprehensive income

$
208

$
106


9

---



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

10

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COMCAST HOLDINGS CORPORATION AND SUBSIDIARIES
FORM 10-Q
QUARTER ENDED MARCH 31, 2005
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Continued)

(Unaudited)

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.

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 March 31, 2005                               |  |          |        |         |   |          |  |                 |     |      
|Revenues(4)                                                     |  | $        | 1,983  |         | $ | 213      |  | $               | 84  |      
|Operating income (loss) before depreciation and amortization(5) |  |          | 842    |         |   | 77       |  |                 | (47 | )    
|Depreciation and amortization                                   |  |          | 346    |         |   | 45       |  |                 | 18  |      
|Operating income (loss)                                         |  |          | 496    |         |   | 32       |  |                 | (65 | )    
|Capital expenditures                                            |  |          | 324    |         |   | 4        |  |                 | 4   |      
|Three Months Ended March 31, 2004                               |  |          |        |         |   |          |  |                 |     |      
|Revenues(4)                                                     |  | $        | 1,819  |         | $ | 176      |  | $               | 106 |      
|Operating income (loss) before depreciation and amortization(5) |  |          | 739    |         |   | 69       |  |                 | (55 | )    
|Depreciation and amortization                                   |  |          | 329    |         |   | 35       |  |                 | 21  |      
|Operating income (loss)                                         |  |          | 410    |         |   | 34       |  |                 | (76 | )    
|Capital expenditures                                            |  |          | 261    |         |   | 4        |  |                 | 10  |      
|As of March 31, 2005                                            |  |          |        |         |   |          |  |                 |     |      
|Assets                                                          |  | $        | 39,153 |         | $ | 2,484    |  | $               | 792 |      
|As of December 31, 2004                                         |  |          |        |         |   |          |  |                 |     |      
|Assets                                                          |  | $        | 38,480 |         | $ | 2,533    |  | $               | 942 |      

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11

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COMCAST HOLDINGS CORPORATION AND SUBSIDIARIES
FORM 10-Q
QUARTER ENDED MARCH 31, 2005
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Continued)

(Unaudited)



12

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COMCAST HOLDINGS CORPORATION AND SUBSIDIARIES
FORM 10-Q
QUARTER ENDED MARCH 31, 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
March 31,
|--------------------------------------- | ------------------- | ----------------------------
|
|Content affiliation agreement revenue   |                     | $                           
|Comcast management fees                 |                     |                             
|Comcast cost sharing charges:           |                     |                             
|                                        | Cable-related costs |                             
|                                        | Other costs         |                             
|Software licensing fees                 |                     |                             
|Interest income on affiliate notes, net |                     |                             

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
service 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
condensed 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.

13

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COMCAST HOLDINGS CORPORATION AND SUBSIDIARIES
FORM 10-Q
QUARTER ENDED MARCH 31, 2005
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Concluded)

(Unaudited)

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.

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 March 31, 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 March 31, 2005, and December 31, 2004, is approximately $638 million and $600 million, respectively, related to other Comcast subsidiaries.

As
of March 31, 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 condensed consolidated balance sheet, have the following
characteristics (dollars in millions):

March 31, 2005

December 31, 2004Notes Receivable

Notes Payable

Notes Receivable

Notes PayablePrincipal balance

$5,696

$711

$5,378

$704Interest receivable (payable)

$92

$(42)

$72

$(31)Interest rate range

6.75% to 7.5%

6.75% to 7.5%

6.25% to 7.5%

6.25% to 7.5%Maturity date range

2009-2014

2012-2014

2009-2014

2012-2014


14

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COMCAST HOLDINGS CORPORATION AND SUBSIDIARIES
FORM 10-Q
QUARTER ENDED MARCH 31, 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). During the first quarter of 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 23.3 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 first quarter of 2005 increased $176 million, or 8.4%, from the same quarter in 2004. Of this increase, $164 million relates to our cable segment and
$37 million relates to our content segment, which are discussed separately below. The remaining change relates to our other business activities, primarily Comcast-Spectacor, whose revenues were
negatively affected by the National Hockey League ("NHL") lockout.

15

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COMCAST HOLDINGS CORPORATION AND SUBSIDIARIES
FORM 10-Q
QUARTER ENDED MARCH 31, 2005

Operating, selling, general and administrative expenses

Consolidated
operating, selling, general and administrative expenses for the first quarter of 2005 increased $56 million, or 4.2%, from the same quarter in 2004. Of this increase,
$61 million relates to our cable segment and $29 million relates to our content segment, which are discussed separately below. The remaining change relates to our other business
activities, primarily Comcast-Spectacor, whose operating expenses were positively affected by the NHL lockout.

Depreciation

Depreciation
expense for the first quarter of 2005 increased $6 million, or 1.8%, compared to the same quarter in 2004. This slight increase is primarily attributable to our cable segment,
principally due to the level of our recent capital expenditures.

Amortization

Amortization
expense for the first quarter of 2005 increased $16 million, or 34.0%, compared to the same quarter in 2004, 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.

16

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COMCAST HOLDINGS CORPORATION AND SUBSIDIARIES
FORM 10-Q
QUARTER ENDED MARCH 31, 2005

Cable Segment Operating Results

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

Three Months Ended
March 31,

Increase2005

2004

$

%Video

$
1,358

$
1,300

$
58

4.5
%High-speed Internet


365


287


78

27.2
%Advertising sales


112


105


7

6.7
%Other


89


71


18

25.4
%Franchise fees


59


56


3

5.4
%Revenues


1,983


1,819


164

9.0
%Operating, selling, general and administrative expenses


1,141


1,080


61

5.6
%Operating income before depreciation and amortization

$
842

$
739

$
103

13.9
%


---

Revenues

Video
revenue consists of our basic, expanded basic, premium, pay-per-view and digital cable services, as well as equipment rentals. The increase in video revenue for the
interim period from 2004 to 2005 is primarily due to subscriber growth in our digital video service and rate increases. From March 31, 2004, to March 31, 2005, we added approximately
424,000 digital subscribers, or a 15.4% increase in digital subscribers. We expect continued growth in our video revenue.

The
increase in high-speed Internet revenue for the interim period from 2004 to 2005 is primarily due to the addition of approximately 592,000 high-speed Internet subscribers
since March 31, 2004, or a 25.0% increase in high-speed Internet subscribers. We expect continued growth in our high-speed Internet revenue.

The
increase in advertising sales revenue for the interim period from 2004 to 2005 is 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.

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
increase in franchise fees collected from our cable subscribers for the interim period from 2004 to 2005 is primarily attributable to the increase in our revenues upon which the fees apply.

Operating, Selling, General and Administrative Expenses

Operating,
selling, general and administrative expenses for the interim period from 2004 to 2005 increased $61 million, primarily as a result of higher operating, marketing and administrative
costs associated with the growth in our high-speed Internet and digital cable services, and increases in management fees and allocations.

17

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COMCAST HOLDINGS CORPORATION AND SUBSIDIARIES
FORM 10-Q
QUARTER ENDED MARCH 31, 2005

Content Segment Operating Results

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

|                                                        |  | Three Months Ended
March 31,
|------------------------------------------------------- |  | ----------------------------
|
|Revenues                                                |  | $                           
|Operating, selling, general and administrative expenses |  |                             
|                                                        |  |                             
|Operating income before depreciation and amortization   |  | $                           
|                                                        |  |                             

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 $37 million, or 20.9%, for the first quarter of 2005 compared to the same period in 2004. The increase reflects increases in distribution and advertising
revenue for all of the networks and the effects of the acquisitions of TechTV by G4 and AZN Television in May 2004 and July 2004, respectively.

Operating, Selling, General and Administrative Expenses

Operating,
selling, general and administrative expenses increased $29 million, or 26.5%, for the first quarter of 2005 compared to the same period in 2004. Expenses increased in the 2005
interim period 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 by G4 and AZN Television in May 2004 and July 2004, respectively.

Consolidated Income (Expense) Items

Interest Expense

The
change in interest expense for the interim period from 2004 to 2005 is principally due to a decrease in our total debt outstanding.

Interest Income on Affiliate Notes, Net

The
change in interest income on affiliate notes, net for the interim period from 2004 to 2005 is principally due to an increase in our notes receivable from affiliates.

18

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COMCAST HOLDINGS CORPORATION AND SUBSIDIARIES
FORM 10-Q
QUARTER ENDED MARCH 31, 2005



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

Three Months Ended
March 31,2005

2004Interest, dividend and other investment income (expense)

$
(3
)
$
(6
)Unrealized losses on trading securities


(135
)

(17
)Mark to market adjustments on derivatives related to trading securities


129


(41
)Mark to market adjustments on derivatives


(4
)

12Investment loss, net


$(13
)

$(52
)


---

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 March 31,
2005) of our investments accounted for as trading securities. The differences between the unrealized gains (losses) on trading securities and the mark-to-market adjustments on
derivatives related to trading securities, as presented in the table above, result from one or more of the following:



Other Income (Expense)

The
change in other income (expense) for the interim 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
change in minority interest for the interim period from 2004 to 2005 is 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.

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19

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



20

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

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


Date:
May 13, 2005

21

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