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

                                    FORM 10-Q
(Mark One)

(X)  Quarterly Report pursuant to Section 13 or 15(d) of the Securities Exchange
     Act of 1934 for the Quarterly Period Ended:
                               SEPTEMBER 30, 2002
                                       OR
( )  Transition  Report  pursuant  to  Section  13 or  15(d)  of the  Securities
     Exchange Act of 1934 for the Transition Period from ________ to ________.

                          Commission File Number 1-15471

                            [GRAPHIC OMITTED - LOGO]

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

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

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

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

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

         Yes  X                                          No
             ---                                            ---
                           __________________________

As of  September  30,  2002,  there were  915,871,552  shares of Class A Special
Common Stock,  21,591,115 shares of Class A Common Stock and 9,444,375 shares of
Class B Common Stock outstanding.

<PAGE>

<TABLE>
<CAPTION>
                                         COMCAST CORPORATION AND SUBSIDIARIES
                                                       FORM 10-Q
                                           QUARTER ENDED SEPTEMBER 30, 2002
                                                   TABLE OF CONTENTS
                                                                                                       Page Number
                                                                                                       -----------
<S>        <C>                                                                                        <C>
PART I.    FINANCIAL INFORMATION

           ITEM 1.    Financial Statements
                      Condensed Consolidated Balance Sheet as of September 30, 2002
                      and December 31, 2001 (Unaudited)......................................................2
                      Condensed Consolidated Statement of Operations for the Three and Nine Months
                      Ended September 30, 2002 and 2001 (Unaudited)..........................................3
                      Condensed Consolidated Statement of Cash Flows for the Nine Months
                      Ended September 30, 2002 and 2001 (Unaudited)..........................................4
                      Notes to Condensed Consolidated Financial Statements (Unaudited)..................5 - 20
           ITEM 2.    Management's Discussion and Analysis of Financial Condition
                      and Results of Operations........................................................21 - 30
           ITEM 4.    Evaluation of Disclosure Controls and Procedures......................................31
PART II.   OTHER INFORMATION
           ITEM 1.    Legal Proceedings................................................................31 - 32
           ITEM 6.    Exhibits and Reports on Form 8-K......................................................32
           SIGNATURE........................................................................................33
           CERTIFICATIONS..............................................................................34 - 36
</TABLE>

                       ___________________________________

     This Quarterly  Report on Form 10-Q is for the three months ended September
30, 2002. This Quarterly Report modifies and supersedes documents filed prior to
this  Quarterly  Report.  The  SEC  allows  us  to  "incorporate  by  reference"
information that we file with them,  which means that we can disclose  important
information  to you by referring  you directly to those  documents.  Information
incorporated by reference is considered to be part of this Quarterly  Report. In
addition, information that we file with the SEC in the future will automatically
update and supersede  information  contained in this Quarterly  Report.  In this
Quarterly Report,  "Comcast," "we," "us" and "our" refer to Comcast  Corporation
and its subsidiaries.

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

Factors Affecting Future Operations

     On December 19, 2001,  we entered into an Agreement and Plan of Merger with
AT&T Corp.  ("AT&T")  pursuant  to which we agreed to a  transaction  which will
result in the combination of Comcast and a holding  company of AT&T's  broadband
business ("AT&T Broadband").  On July 10, 2002, the shareholders of both Comcast
and  AT&T  approved  the  transaction.  The  transaction,  which is  subject  to
customary closing conditions and regulatory and other approvals,  is expected to
close by the end of November 2002. Upon closing of the transaction,  we will own
cable  systems  in  new  communities  in  which  we  do  not  have   established
relationships  with the cable subscribers,  franchising  authority and community
leaders.  Further, a substantial number of new employees must be integrated into
our  business  practices  and  operations.  Our  results  of  operations  may be
significantly  affected by our ability to  efficiently  and  effectively  manage
these changes.

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

<PAGE>

                      COMCAST CORPORATION AND SUBSIDIARIES
                                    FORM 10-Q
                        QUARTER ENDED SEPTEMBER 30, 2002

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

ITEM 1.     FINANCIAL STATEMENTS

                      CONDENSED CONSOLIDATED BALANCE SHEET
                                   (Unaudited)

<TABLE>
<CAPTION>
                                                                            (Dollars in millions, except share data)
                                                                                September 30,       December 31,
                                                                                     2002               2001
                                                                                --------------     --------------
<S>                                                                                   <C>               <C>
ASSETS
------
CURRENT ASSETS
   Cash and cash equivalents....................................................      $569.8            $350.0
   Investments..................................................................       905.9           2,623.2
   Accounts receivable, less allowance for doubtful accounts of $174.1 and $153.9      932.8             967.4
   Inventories, net.............................................................       482.7             454.5
   Deferred income taxes........................................................       132.9             128.7
   Other current assets.........................................................       171.5             153.7
                                                                                  ----------       -----------
       Total current assets.....................................................     3,195.6           4,677.5
                                                                                  ----------       -----------
INVESTMENTS.....................................................................       585.6           1,679.2
PROPERTY AND EQUIPMENT, net of accumulated depreciation of $3,496.5 and $2,725.7     7,035.6           7,011.1
GOODWILL........................................................................     6,446.3           6,289.4
FRANCHISE RIGHTS................................................................    16,601.5          16,533.0
OTHER INTANGIBLE ASSETS, net of accumulated amortization of $890.3 and $664.6...     1,414.6           1,686.9
OTHER NONCURRENT ASSETS, net....................................................       498.1             383.4
                                                                                  ----------       -----------
                                                                                   $35,777.3         $38,260.5
                                                                                  ==========       ===========
LIABILITIES AND STOCKHOLDERS' EQUITY
------------------------------------
CURRENT LIABILITIES
   Accounts payable.............................................................      $806.1            $698.2
   Accrued expenses and other current liabilities...............................     1,805.8           1,660.4
   Deferred income taxes........................................................        69.7             404.1
   Current portion of long-term debt............................................       113.9             460.2
                                                                                  ----------       -----------
       Total current liabilities................................................     2,795.5           3,222.9
                                                                                  ----------       -----------
LONG-TERM DEBT, less current portion............................................     9,927.9          11,741.6
                                                                                  ----------       -----------
DEFERRED INCOME TAXES...........................................................     6,665.0           6,375.7
                                                                                  ----------       -----------
OTHER NONCURRENT LIABILITIES....................................................     1,419.9           1,567.1
                                                                                  ----------       -----------
MINORITY INTEREST...............................................................     1,027.4             880.2
                                                                                  ----------       -----------
COMMITMENTS AND CONTINGENCIES (NOTE 10)
STOCKHOLDERS' EQUITY
   Class A special common stock, $1 par value - authorized,
     2,500,000,000 shares; issued, 915,871,552 and 937,256,465; outstanding,
     915,871,552 and 913,931,554................................................       915.9             913.9
   Class A common stock, $1 par value - authorized, 200,000,000 shares;
     issued, 21,591,115 and 21,829,422..........................................        21.6              21.8
   Class B common stock, $1 par value - authorized, 50,000,000 shares;
     issued, 9,444,375..........................................................         9.4               9.4
   Additional capital...........................................................    11,800.8          11,752.0
   Retained earnings............................................................     1,391.6           1,631.5
   Accumulated other comprehensive income (loss)................................      (197.7)            144.4
                                                                                  ----------       -----------
       Total stockholders' equity...............................................    13,941.6          14,473.0
                                                                                  ----------       -----------
                                                                                   $35,777.3         $38,260.5
                                                                                  ==========       ===========
See notes to condensed consolidated financial statements.

                                                       2
</TABLE>

<PAGE>

                                       COMCAST CORPORATION AND SUBSIDIARIES
                                                     FORM 10-Q
                                         QUARTER ENDED SEPTEMBER 30, 2002
                                  CONDENSED CONSOLIDATED STATEMENT OF OPERATIONS
                                                                     (Unaudited)

<TABLE>
<CAPTION>
                                                                         (Amounts in millions, except per share data)
                                                                           Three Months Ended   Nine Months Ended
                                                                             September 30,        September 30,
                                                                             2002      2001      2002      2001
                                                                           --------- --------- --------- ---------
<S>                                                                         <C>       <C>       <C>       <C>
REVENUES
    Service revenues....................................................... $1,692.9  $1,505.7  $5,086.3  $4,316.4
    Net sales from electronic retailing....................................  1,011.8     895.1   2,999.8   2,655.1
                                                                           --------- --------- --------- ---------
                                                                             2,704.7   2,400.8   8,086.1   6,971.5
                                                                           --------- --------- --------- ---------
COSTS AND EXPENSES
    Operating (excluding depreciation).....................................    722.0     678.4   2,191.4   1,989.8
    Cost of goods sold from electronic retailing (excluding depreciation)..    643.1     573.8   1,903.1   1,685.6
    Selling, general and administrative....................................    513.8     448.0   1,491.0   1,268.4
    Depreciation...........................................................    338.9     314.7   1,015.5     829.4
    Amortization...........................................................     56.4     564.1     155.1   1,610.3
                                                                           --------- --------- --------- ---------
                                                                             2,274.2   2,579.0   6,756.1   7,383.5
                                                                           --------- --------- --------- ---------
OPERATING INCOME (LOSS)....................................................    430.5    (178.2)  1,330.0    (412.0)
OTHER INCOME (EXPENSE)
    Interest expense.......................................................   (174.2)   (190.7)   (543.5)   (551.5)
    Investment income (expense)............................................    (53.3)    328.3    (760.4)  1,045.7
    Equity in net losses of affiliates.....................................    (11.5)    (19.5)    (59.9)    (26.1)
    Other income (expense).................................................      3.2      (7.0)    (10.8)  1,180.9
                                                                           --------- --------- --------- ---------
                                                                              (235.8)    111.1  (1,374.6)  1,649.0
                                                                           --------- --------- --------- ---------
INCOME (LOSS) BEFORE INCOME TAXES, MINORITY INTEREST
    AND CUMULATIVE EFFECT OF ACCOUNTING CHANGE.............................    194.7     (67.1)    (44.6)  1,237.0
INCOME TAX EXPENSE.........................................................    (82.5)    (13.5)    (52.3)   (602.1)
                                                                           --------- --------- --------- ---------
INCOME (LOSS) BEFORE MINORITY INTEREST AND CUMULATIVE EFFECT
    OF ACCOUNTING CHANGE...................................................    112.2     (80.6)    (96.9)    634.9
MINORITY INTEREST..........................................................    (36.6)    (26.2)   (126.0)    (89.8)
                                                                           --------- --------- --------- ---------
INCOME (LOSS) BEFORE CUMULATIVE EFFECT OF ACCOUNTING CHANGE................     75.6    (106.8)   (222.9)    545.1
CUMULATIVE EFFECT OF ACCOUNTING CHANGE.....................................                                  384.5
                                                                           --------- --------- --------- ---------
NET INCOME (LOSS)..........................................................    $75.6   ($106.8)  ($222.9)   $929.6
                                                                           ========= ========= ========= =========

BASIC EARNINGS (LOSS) PER COMMON SHARE
    Income (loss) before cumulative effect of accounting change............    $0.08    ($0.11)   ($0.23)    $0.58
    Cumulative effect of accounting change.................................                                   0.40
                                                                           --------- --------- --------- ---------
       Net income (loss)...................................................    $0.08    ($0.11)   ($0.23)    $0.98
                                                                           ========= ========= ========= =========
DILUTED EARNINGS (LOSS) PER COMMON SHARE
    Income (loss) before cumulative effect of accounting change............    $0.08    ($0.11)   ($0.23)    $0.56
    Cumulative effect of accounting change.................................                                   0.40
                                                                           --------- --------- --------- ---------
       Net income (loss)...................................................    $0.08    ($0.11)   ($0.23)    $0.96
                                                                           ========= ========= ========= =========

See notes to condensed consolidated financial statements.

                                                         3
</TABLE>


<PAGE>

<TABLE>
<CAPTION>
                                        COMCAST CORPORATION AND SUBSIDIARIES
                                                     FORM 10-Q
                                          QUARTER ENDED SEPTEMBER 30, 2002
                                   CONDENSED CONSOLIDATED STATEMENT OF CASH FLOWS
                                                    (Unaudited)


                                                                                       (Dollars in millions)
                                                                                  Nine Months Ended September 30,
                                                                                      2002             2001
                                                                                    ---------        ---------
<S>                                                                                   <C>               <C>
OPERATING ACTIVITIES
   Net income (loss)............................................................      ($222.9)          $929.6
   Adjustments to reconcile net income (loss) to net cash provided
    by operating activities:
     Depreciation...............................................................      1,015.5            829.4
     Amortization...............................................................        155.1          1,610.3
     Non-cash interest expense, net.............................................         31.7             33.5
     Equity in net losses of affiliates.........................................         59.9             26.1
     Losses (gains) on investments and other (income) expense, net..............        799.5         (2,172.8)
     Minority interest..........................................................        126.0             89.8
     Cumulative effect of accounting change.....................................                        (384.5)
     Deferred income taxes......................................................        (59.5)          (141.7)
     Proceeds from sales of trading security....................................                         367.1
     Other......................................................................        (40.4)             1.7
                                                                                    ---------        ---------
                                                                                      1,864.9          1,188.5
     Changes in working capital, net of effects of acquisitions and divestitures:
       Decrease in accounts receivable, net.....................................         33.1            110.3
       Increase in inventories, net.............................................        (28.2)           (65.8)
       Increase in other current assets.........................................        (33.0)           (44.5)
       Increase in accounts payable, accrued expenses and other current
         liabilities............................................................        163.4            394.1
                                                                                    ---------        ---------
                                                                                        135.3            394.1
           Net cash provided by operating activities............................      2,000.2          1,582.6
                                                                                    ---------        ---------
FINANCING ACTIVITIES
   Proceeds from borrowings.....................................................        876.2          5,030.9
   Retirements and repayments of debt...........................................     (2,009.0)        (3,791.1)
   Proceeds from settlement of interest rate exchange agreements................         56.8
   Issuances of common stock....................................................         15.0             23.2
   Repurchases of common stock..................................................                         (27.1)
   Equity contributions from minority partner to a subsidiary...................         10.9              6.4
   Deferred financing costs.....................................................         (2.3)           (22.5)
                                                                                    ---------        ---------
           Net cash (used in) provided by financing activities..................     (1,052.4)         1,219.8
                                                                                    ---------        ---------
INVESTING ACTIVITIES
   Acquisitions, net of cash acquired...........................................        (15.8)          (917.5)
   Sales (purchases) of short-term investments, net.............................          3.8           (173.3)
   Purchases of investments.....................................................        (48.1)          (238.7)
   Increase in notes receivable.................................................                        (400.0)
   Proceeds from sales and settlements of investments...........................        733.5            784.4
   Capital expenditures.........................................................     (1,145.8)        (1,681.2)
   Additions to intangible and other noncurrent assets..........................       (255.6)          (169.2)
                                                                                    ---------        ---------
           Net cash used in investing activities................................       (728.0)        (2,795.5)
                                                                                    ---------        ---------
INCREASE IN CASH AND CASH EQUIVALENTS ..........................................        219.8              6.9
CASH AND CASH EQUIVALENTS, beginning of period..................................        350.0            651.5
                                                                                    ---------        ---------
CASH AND CASH EQUIVALENTS, end of period........................................       $569.8           $658.4
                                                                                    =========        =========



See notes to condensed consolidated financial statements.

                                                         4
</TABLE>


<PAGE>

                      COMCAST CORPORATION AND SUBSIDIARIES
                                    FORM 10-Q
                        QUARTER ENDED SEPTEMBER 30, 2002
              NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
                                   (Unaudited)

1.   CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

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

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

     For a more complete  discussion of the  Company's  accounting  policies and
     certain other information,  refer to the financial  statements  included in
     the Company's  Annual  Report on Form 10-K for the year ended  December 31,
     2001.

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

2.   RECENT ACCOUNTING PRONOUNCEMENTS

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

     SFAS No. 142
     The Financial  Accounting  Standards  Board  ("FASB")  issued SFAS No. 142,
     "Goodwill  and  Other  Intangible  Assets,"  in June  2001.  SFAS  No.  142
     addresses how intangible  assets that are acquired  individually  or with a
     group of other assets should be accounted for in financial  statements upon
     and subsequent to their  acquisition.  The Company  adopted SFAS No. 142 on
     January 1, 2002,  as  required by the new  statement.  Upon  adoption,  the
     Company no longer amortizes  goodwill and other indefinite lived intangible
     assets,  which consist of cable and sports franchise rights. The Company is
     required to test its goodwill and intangible  assets that are determined to
     have an indefinite life for impairment at least annually. The provisions of
     SFAS No. 142 require the completion of an initial  transitional  impairment
     assessment,  with any impairments identified treated as a cumulative effect
     of a change in accounting principle.  The Company completed this assessment
     and determined that no cumulative  effect results from adopting this change
     in accounting  principle.  The  provisions of SFAS No. 142 also require the
     completion of an annual impairment test, with any impairments recognized in
     current  earnings.  The Company completed the annual impairment test during
     the quarter ended June 30, 2002 and determined that no impairment charge is
     necessary (see Note 6).

     SFAS No. 143
     The  FASB   issued  SFAS  No.  143,   "Accounting   for  Asset   Retirement
     Obligations," in June 2001. SFAS No. 143 addresses financial accounting and
     reporting  for  obligations  associated  with the  retirement  of  tangible
     long-lived  assets and the associated asset retirement  costs. SFAS No. 143
     is effective for fiscal years beginning after June 15,

                                        5
<PAGE>

                      COMCAST CORPORATION AND SUBSIDIARIES
                                    FORM 10-Q
                        QUARTER ENDED SEPTEMBER 30, 2002
        NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS - CONTINUED
                                   (Unaudited)

     2002.  The Company does not expect the adoption of SFAS No. 143 will have a
     material impact on its financial condition or results of operations.

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

     SFAS No. 145
     The FASB issued SFAS No. 145, "Rescission of FASB Statements No. 4, 44, and
     64,  Amendment of FASB  Statement  No. 13, and Technical  Corrections,"  in
     April  2002.  SFAS No.  145  rescinds,  amends or makes  various  technical
     corrections to certain existing authoritative  pronouncements.  Among other
     things,  SFAS No. 145 changes the  accounting  for certain gains and losses
     resulting  from  extinguishments  of debt by requiring  that a gain or loss
     from extinguishments of debt be classified as an extraordinary item only if
     it meets the  specific  criteria  of APB  Opinion No. 30. SFAS No. 145 also
     requires that cash flows from all trading securities, such as the Company's
     investment  in Sprint  PCS,  be  classified  as cash flows  from  operating
     activities in its statement of cash flows.

     The Company adopted the provisions of SFAS No. 145 effective April 1, 2002,
     as permitted by the new statement. The Company previously classified losses
     from  debt  extinguishments  as  extraordinary  items in its  statement  of
     operations.  Upon adoption of SFAS No. 145, the Company  reclassified these
     losses  from  extraordinary  items  to  interest  expense  for all  periods
     presented in its statement of operations.  The change in classification had
     no effect on the Company's net income  (loss) or financial  condition.  The
     Company  previously  classified  cash  flows  from  purchases,   sales  and
     maturities  of its  investment  in Sprint PCS as cash flows from  investing
     activities in its statement of cash flows. The change in classification was
     to increase the Company's net cash provided by operating  activities and to
     increase the Company's net cash used in investing  activities  for the nine
     months ended September 30, 2001.

     SFAS No. 146
     The FASB issued SFAS No. 146, "Accounting for Costs Associated with Exit or
     Disposal  Activities," in June 2002. SFAS No. 146 changes the standards for
     recognition of a liability for a cost  associated  with an exit or disposal
     activity. SFAS No. 146 requires that a liability for a cost associated with
     an exit or disposal  activity be recognized when the liability is incurred.
     SFAS No. 146  establishes  that fair  value is the  objective  for  initial
     measurement  of the  liability.  SFAS No. 146  nullifies  the  guidance  of
     Emerging Issues Task Force ("EITF") 94-3 under which an entity recognized a
     liability for an exit cost on the date that the entity  committed itself to
     an exit plan.  The Company  will adopt the  provisions  of SFAS No. 146 for
     exit or disposal  activities that are initiated after December 31, 2002, as
     required by the new statement.  The Company does not expect the adoption of
     SFAS No.  146 will have a material  impact on its  financial  condition  or
     results of operations.

     EITF 01-9
     In November  2001,  the EITF of the FASB  reached a consensus on EITF 01-9,
     "Accounting for Consideration  Given to a Customer (Including a Reseller of
     the Vendor's  Products").  EITF 01-9  requires,  among other  things,  that
     consideration  paid to  customers  should be  classified  as a reduction of
     revenue unless certain criteria are met.  Certain of the Company's  content
     subsidiaries have paid or may pay distribution fees to cable television and
     satellite broadcast systems for carriage of their programming.  The Company
     previously  classified  the  amortization  of  these  distribution  fees as
     expense in its  statement  of  operations.  Upon  adoption  of EITF 01-9 on
     January 1, 2002,  the Company  reclassified  certain of these  distribution
     fees from expense to a revenue  reduction for all periods  presented in its
     statement of operations.  The change in classification had no impact on the
     Company's  reported  operating income (loss) or financial  condition.  This
     change  does  not  apply  to  distribution   fees  paid  by  the  Company's
     consolidated  subsidiary,  QVC, Inc. ("QVC") as the counterparties to QVC's
     distribution  agreements do not make revenue payments to QVC.  Amortization
     expense includes $5.7 million, $5.3 million, $15.3 million

                                        6
<PAGE>

                      COMCAST CORPORATION AND SUBSIDIARIES
                                    FORM 10-Q
                        QUARTER ENDED SEPTEMBER 30, 2002
        NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS - CONTINUED
                                   (Unaudited)

     and $19.4 million during the three months ended September 30, 2002 and 2001
     and during the nine months ended September 30, 2002 and 2001, respectively,
     related to QVC distribution fees.

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

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

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

3.   EARNINGS (LOSS) PER COMMON SHARE

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

     The Company's  potentially  dilutive  securities  include  potential common
     shares related to the Company's Zero Coupon Convertible Debentures due 2020
     (the "Zero  Coupon  Debentures"  - see Note 7), stock  options,  restricted
     stock and,  in 2001,  Series B  convertible  preferred  stock.  Diluted EPS
     considers the impact of potentially  dilutive  securities except in periods
     in which there is a loss as the  inclusion of the  potential  common shares
     would have an  antidilutive  effect.  Diluted  EPS  excludes  the impact of
     potential common shares related to the Company's Zero Coupon  Debentures in
     periods in which the weighted  average  closing sale price of the Company's
     Class A Special  Common Stock during the period is not greater than 110% of
     the accreted conversion price. Diluted EPS excludes the impact of potential
     common shares  related to the  Company's  stock options in periods in which
     the option  exercise  price is greater than the average market price of the
     Company's common stock for the period.

     Diluted EPS for the three months ended  September 30, 2002 and 2001 and for
     the nine months ended September 30, 2002 and 2001,  respectively,  excludes
     approximately  16.9 million,  21.1  million,  18.8 million and 21.1 million
     potential   common   shares   related  to  the  Zero   Coupon   Debentures,
     respectively,  as the weighted  average closing sale price of the Company's
     Class A Special  Common  Stock was not  greater  than 110% of the  accreted
     conversion price.

     Diluted  EPS for the three  months  ended  September  30, 2001 and the nine
     months ended  September  30, 2002 excludes  approximately  54.2 million and
     64.1 million  potential common shares related to the Company's stock option
     and restricted stock plans,  respectively,  because the assumed issuance of
     such potential common shares is antidilutive in periods in which there is a
     loss.

     Diluted  EPS for the three  months  ended  September  30, 2002 and the nine
     months ended September 30, 2001 excludes approximately 41.6 million and 4.5
     million  potential  common shares,  respectively,  related to the Company's
     stock option plans because the option  exercise  price was greater than the
     average market price of the Company's common stock for the period.


                                        7
<PAGE>

                      COMCAST CORPORATION AND SUBSIDIARIES
                                    FORM 10-Q
                        QUARTER ENDED SEPTEMBER 30, 2002
        NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS - CONTINUED
                                   (Unaudited)

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


<TABLE>
<CAPTION>
                                                       (Amounts in millions, except per share data)
                                                  Three Months Ended                 Three Months Ended
                                                  September 30, 2002                 September 30, 2001
                                           ---------------------------------  --------------------------------
                                                                 Per Share                          Per Share
                                            Income     Shares      Amount       Loss      Shares     Amount
                                           ---------  --------- ------------  ---------  --------- -----------

<S>                                            <C>        <C>        <C>        <C>          <C>       <C>
Basic EPS................................      $75.6      952.9      $0.08      ($106.8)     951.5     ($0.11)
Effect of Dilutive Securities
   Assumed exercise of stock option
     and restricted stock plans..........                   6.3
                                           ---------  --------- ----------    ---------  --------- ----------
Diluted EPS..............................      $75.6      959.2      $0.08      ($106.8)     951.5     ($0.11)
                                           =========  ========= ==========    =========  ========= ==========

                                                   Nine Months Ended                 Nine Months Ended
                                                  September 30, 2002                 September 30, 2001
                                           ---------------------------------  --------------------------------
                                                                 Per Share                          Per Share
                                             Loss      Shares      Amount      Income     Shares     Amount
                                           ---------  --------- ------------  ---------  --------- -----------

Basic EPS................................    ($222.9)     952.2     ($0.23)      $545.1      949.3      $0.58

Effect of Dilutive Securities
   Assumed conversion of Series B
     convertible preferred stock.........                                                      1.4
   Assumed exercise of stock option
      and restricted stock plans.........                                                     14.0
                                           ---------  --------- ----------    ---------  --------- ----------
Diluted EPS..............................    ($222.9)     952.2     ($0.23)      $545.1      964.7      $0.56
                                           =========  ========= ==========    =========  ========= ==========
</TABLE>

4.   ACQUISITIONS AND OTHER SIGNIFICANT EVENTS

     Agreement and Plan of Merger with AT&T Broadband
     On December 19,  2001,  the Company  entered into an Agreement  and Plan of
     Merger with AT&T Corp.  ("AT&T")  pursuant to which the Company agreed to a
     transaction  which will result in the  combination  of the Company and AT&T
     Broadband  Corp.  ("Broadband"),  a holding  company  of  AT&T's  broadband
     business  ("AT&T  Broadband")  that AT&T will spin off to its  shareholders
     immediately  prior to the  combination.  On July 10, 2002,  shareholders of
     both the Company and AT&T  approved the  transaction.  As of September  30,
     2002, AT&T Broadband served approximately 13.1 million subscribers.

     The  consideration to complete the AT&T Broadband  transaction will consist
     of  shares  of  the  combined  company's  common  stock,  assumed  debt  of
     Broadband's subsidiaries, intercompany indebtedness Broadband must pay AT&T
     upon closing, the Company's  transaction costs directly related to the AT&T
     Broadband  transaction,  and,  pursuant  to an  amendment  to the  original
     agreement as discussed below, the assumption of certain AT&T indebtedness.

     Under the terms of the AT&T Broadband transaction, each Comcast shareholder
     will  receive one share of a  corresponding  class of stock of the combined
     company  for each share of a class of common  stock of Comcast  held at the
     time of the  transaction.  The combined  company  will issue  approximately
     1.235  billion  shares  of  its  voting  common  stock  to  AT&T  Broadband
     shareholders in exchange for all of AT&T's interests in AT&T Broadband, and
     approximately   115  million  shares  of  its  common  stock  to  Microsoft
     Corporation ("Microsoft") in exchange for

                                        8
<PAGE>

                      COMCAST CORPORATION AND SUBSIDIARIES
                                   FORM 10-Q
                        QUARTER ENDED SEPTEMBER 30, 2002
        NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS - CONTINUED
                                  (Unaudited)

     AT&T Broadband shares that Microsoft will receive  immediately prior to the
     completion of the transaction for settlement of their $5 billion  aggregate
     principal amount in quarterly income preferred securities.

     Excluding  AT&T  Broadband's  exchangeable  notes,  which  are  mandatorily
     redeemable  at AT&T  Broadband's  option  into  shares of certain  publicly
     traded companies held by AT&T Broadband,  the Company  currently  estimates
     that the  combined  company  will  require  approximately  $20  billion  of
     assumed,  refinanced  and new  indebtedness  upon  completion  of the  AT&T
     Broadband transaction.

     Subsequent to the original merger agreement,  economic and business factors
     led the Company and AT&T to agree to change the form of consideration to be
     paid in the AT&T Broadband  transaction.  On August 12, 2002,  AT&T filed a
     registration  statement with the SEC for a proposed exchange offer relating
     to $11.8  billion  aggregate  principal  amount  of  AT&T's  existing  debt
     securities.  The  exchange  offer,  if  successful,  would  result  in  the
     assumption of a portion of AT&T's  indebtedness  by AT&T  Broadband  (and a
     corresponding decrease in the amount of intercompany indebtedness Broadband
     must pay AT&T  upon  closing).  The  exchange  offer is  subject  to market
     conditions and is expected to close in November 2002.

     The Company will account for the  transaction as an  acquisition  under the
     purchase  method of accounting,  with the Company as the acquiring  entity.
     Consideration of facts and circumstances  leading to the  identification of
     the Company as the acquiring entity is described in Note 5 to the financial
     statements  included in the  Company's  Annual  Report on Form 10-K for the
     year ended December 31, 2001.

     Modification of the original merger agreement to provide for the assumption
     of a  portion  of AT&T's  debt  securities  by  Broadband  and the  related
     reduction in the intercompany  indebtedness represents a substantive change
     in the  non-equity,  or  "other,"  consideration  being  paid  in the  AT&T
     Broadband transaction,  resulting in a new measurement date for determining
     the value of the Comcast  common stock used to value the  combined  company
     securities  to be  issued in the AT&T  Broadband  transaction.  Absent  the
     modification of the original merger  agreement,  the measurement date would
     have been the date the terms of the  merger  agreement  were  agreed to and
     announced.  The new  measurement  date is established as of the date of the
     substantive  modification  of the  original  merger  agreement  and applies
     irrespective of whether the exchange offer is completed.  The fair value of
     the  shares to be issued  for AT&T  Broadband  will be based on a price per
     share of $18.80 which reflects the weighted average market price of Comcast
     common  stock  during the period  beginning  two days before and ending two
     days after the new measurement date.

     In limited circumstances, the number of shares of combined company stock to
     be issued to certain  AT&T  security  holders in  connection  with the AT&T
     Broadband  transaction is subject to adjustment.  If this occurs,  the fair
     value of all of the shares to be issued  would be based on the market price
     of  Comcast  common  stock  on  the  closing  date  of the  AT&T  Broadband
     transaction.

     The Company  expects that the AT&T  Broadband  transaction  will qualify as
     tax-free  to both the Company and to AT&T.  The  transaction  is subject to
     customary  closing  conditions  and  regulatory  and other  approvals.  The
     Company  expects  to close  the AT&T  Broadband  transaction  by the end of
     November 2002.

     AT&T  Broadband  holds  an  approximate   27.6%  interest  in  Time  Warner
     Entertainment  Company  L.P.  ("TWE").  On August  21,  2002,  AT&T and the
     Company  announced  that they had entered into an  agreement  with AOL Time
     Warner providing for the restructuring of TWE. The restructuring  agreement
     is intended to provide for a more  orderly and timely  disposition  of AT&T
     Broadband's  ownership interest in TWE than would likely be available under
     the  registration   rights  provisions  of  the  existing  TWE  partnership
     agreement.  As part of the  restructuring,  TWE will distribute to AOL Time
     Warner all of TWE's major  content  assets,  which include Home Box Office,
     Warner Bros.,  and stakes in The WB Network,  Comedy  Central and Court TV,
     and  receive  in  exchange  therefor  AOL Time  Warner's  cable  assets not
     currently  held through TWE. Upon closing of the  restructuring  agreement,
     AT&T Broadband will receive $1.5 billion in common stock of AOL Time Warner
     (valued at the time of the closing and subject to certain limitations), and
     an approximate 21% equity interest in the successor entity to TWE

                                        9
<PAGE>

                      COMCAST CORPORATION AND SUBSIDIARIES
                                    FORM 10-Q
                        QUARTER ENDED SEPTEMBER 30, 2002
        NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS - CONTINUED
                                   (Unaudited)

     ("Time Warner  Cable",  which will then hold all of AOL Time Warner's cable
     properties),  in exchange for its  approximate  27.6% interest in TWE. AT&T
     Broadband will also receive $2.1 billion in cash. Upon  consummation of the
     AT&T Broadband  transaction,  the combined  company will assume all of AT&T
     Broadband's  interest in TWE.  Time Warner  Cable is expected to conduct an
     initial  public  offering  of  common  stock  following  closing  under the
     restructuring  agreement.  Also,  under the  restructuring  agreement,  the
     combined  company will have  registration  rights enabling it to dispose of
     its shares in Time Warner Cable and in AOL Time Warner.

     As  part  of the  process  of  obtaining  approval  of the  AT&T  Broadband
     transaction from the Federal  Communications  Commission ("FCC"),  AT&T and
     the Company will, at the closing of the AT&T Broadband  transaction,  place
     AT&T's  entire  interest  in TWE in  trust  for  orderly  disposition.  Any
     non-cash  consideration received in respect of such interest as a result of
     the TWE restructuring,  including the AOL Time Warner and Time Warner Cable
     common  stock,  will remain in trust until  disposed of or FCC  approval is
     obtained to remove such interests from the trust.

     As a  condition  of the  closing  of the TWE  restructuring,  the  combined
     company will enter into a three-year  nonexclusive  agreement with AOL Time
     Warner  under  which the AOL  High-Speed  Broadband  service  would be made
     available  over a three-year  period on certain of the  combined  company's
     cable systems which pass approximately 10 million homes.

     The TWE restructuring is subject to receipt of certain regulatory approvals
     and other  closing  conditions,  and is expected to close  during the first
     quarter of 2003. If the restructuring  agreement is terminated  without the
     restructuring   being   consummated,   the  parties   will  return  to  the
     registration rights process under the TWE partnership agreement.

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

<TABLE>
<CAPTION>
                                                                   (Amounts in millions,
                                                                   except per share data)
                                                                     Nine Months Ended
                                                                     September 30, 2001
                                                                  ------------------------

<S>                                                                      <C>
          Revenues................................................       $7,222.8
          Income before cumulative effect of accounting change....         $487.9
          Net income..............................................         $872.4
          Diluted EPS.............................................          $0.90
</TABLE>

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

                                       10
<PAGE>

                      COMCAST CORPORATION AND SUBSIDIARIES
                                    FORM 10-Q
                        QUARTER ENDED SEPTEMBER 30, 2002
        NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS - CONTINUED
                                   (Unaudited)

5.   INVESTMENTS


<TABLE>
<CAPTION>
                                                                              September 30,    December 31,
                                                                                  2002             2001
                                                                             ---------------  --------------
                                                                                  (Dollars in millions)
<S>                                                                                   <C>         <C>
           Fair value method
                  AT&T Corp............................................               $498.6      $1,514.9
                  Sprint Corp. PCS Group...............................                439.7       2,109.5
                  Other................................................                 71.7         227.2
                                                                             ---------------  ------------
                                                                                     1,010.0       3,851.6
           Cost method.................................................                124.2         143.6
           Equity method...............................................                357.3         307.2
                                                                             ---------------  ------------
                  Total investments....................................              1,491.5       4,302.4
           Less, current investments...................................                905.9       2,623.2
                                                                             ---------------  ------------
           Non-current investments.....................................               $585.6      $1,679.2
                                                                             ===============  ============
</TABLE>

     Fair Value Method
     The Company  holds  unrestricted  equity  investments  in certain  publicly
     traded  companies  which it accounts for as  available  for sale or trading
     securities.  The unrealized pre-tax gains on available for sale investments
     as of September  30, 2002 and December 31, 2001 of $71.1 million and $280.3
     million,  respectively,  have been reported in the Company's  balance sheet
     principally  as a  component  of  accumulated  other  comprehensive  income
     (loss),  net of related  deferred  income taxes of $24.9  million and $95.3
     million, respectively.

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


<TABLE>
<CAPTION>
                                                                           September 30,       December 31,
                                                                               2002                2001
                                                                            -----------         -----------
                                                                                 (Dollars in millions)

<S>                                                                              <C>               <C>
     Cost.............................................................           $470.8            $1,355.0
     Gross unrealized gains...........................................             73.9               283.2
     Gross unrealized losses..........................................             (2.8)               (2.9)
                                                                            -----------         -----------

     Fair value.......................................................           $541.9            $1,635.3
                                                                            ===========         ===========
</TABLE>

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

     The unrealized  pre-tax losses on cash flow hedges as of September 30, 2002
     and December 31, 2001 of $305.4 million and $0.9 million have been reported
     in  the  Company's  balance  sheet  as a  component  of  accumulated  other
     comprehensive income (loss), net of related deferred income taxes of $106.9
     million and $0.3 million,  respectively.  The unrealized  pre-tax losses on
     cash  flow  hedges  as of  September  30,  2002  consist  primarily  of the
     unrealized  pre-tax  loss of  $297.6  million  related  to the  Company's
     interest rate lock agreements ("Rate Locks") which has been

                                       11
<PAGE>

                      COMCAST CORPORATION AND SUBSIDIARIES
                                    FORM 10-Q
                        QUARTER ENDED SEPTEMBER 30, 2002
        NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS - CONTINUED
                                   (Unaudited)

     reported as a component of accumulated other  comprehensive  income (loss),
     net of related deferred income taxes of $104.2 million (see Note 7).

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


<TABLE>
<CAPTION>
                                                              Three Months Ended         Nine Months Ended
                                                                 September 30,             September 30,
                                                               2002        2001          2002        2001
                                                             ---------   ---------     ---------   ---------
<S>                                                             <C>        <C>           <C>         <C>
Interest and dividend income................................      $8.6       $25.6         $26.1       $60.6
Gains (losses) on sales and exchanges of investments, net...       0.3        17.2        (100.6)      476.8
Investment impairment losses................................      (5.9)      (15.7)       (227.2)     (954.8)
Reclassification of unrealized gains........................                 237.9                   1,330.3
Unrealized (loss) gain on Sprint PCS common stock...........    (181.2)      154.5      (1,620.9)      420.1
Mark to market adjustments on derivatives related
     to Sprint PCS common stock.............................     138.7      (120.2)      1,309.8      (311.7)
Mark to market adjustments on derivatives and
     hedged items...........................................     (13.8)       29.0        (147.6)       24.4
                                                             ---------   ---------     ---------   ---------

     Investment income (expense)............................    ($53.3)     $328.3       ($760.4)   $1,045.7
                                                             =========   =========     =========   =========
</TABLE>

     The investment  impairment  losses for the nine months ended  September 30,
     2002 and 2001 relate  principally to other than  temporary  declines in the
     Company's investment in AT&T.

     During the three months ended September 30, 2001, the Company wrote-off its
     investment  in  Excite@Home  common  stock  based  upon  a  decline  in the
     investment that was considered other than temporary. In connection with the
     realization of this impairment loss, the Company reclassified to investment
     income the  accumulated  unrealized gain of $237.9 million on the Company's
     investment in Excite@Home  common stock which was previously  recorded as a
     component of accumulated  other  comprehensive  income (loss).  The Company
     recorded  this   accumulated   unrealized   gain  prior  to  the  Company's
     designation of its right under a  stockholders  agreement as a hedge of the
     Company's investment in the Excite@Home common stock.

     The Company reclassified its investment in Sprint PCS from an available for
     sale security to a trading security in connection with the adoption of SFAS
     No. 133 on January 1, 2001. In connection with this  reclassification,  the
     Company recorded to investment income (expense) the accumulated  unrealized
     gain of $1.092 billion on the Company's  investment in Sprint PCS which was
     previously  recorded  as a component  of  accumulated  other  comprehensive
     income (loss).

6.   GOODWILL AND INTANGIBLE ASSETS

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


<TABLE>
<CAPTION>
                                                                                      Corporate
                                                         Cable          Commerce      and Other            Total
                                                      ------------    ------------   ------------   ------------

<S>                                                    <C>               <C>            <C>          <C>
     Balance, December 31, 2001......................     $4,688.4          $834.8         $766.2       $6,289.4
         Purchase price allocation adjustments.......          5.1                          151.8          156.9
                                                      ------------    ------------   ------------   ------------
     Balance, September 30, 2002.....................     $4,693.5          $834.8         $918.0       $6,446.3
                                                      ============    ============   ============   ============
</TABLE>


                                       12
<PAGE>

                      COMCAST CORPORATION AND SUBSIDIARIES
                                    FORM 10-Q
                        QUARTER ENDED SEPTEMBER 30, 2002
        NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS - CONTINUED
                                   (Unaudited)

     During the nine months ended  September 30, 2002, the Company  recorded the
     final purchase price allocation  related to the Company's  acquisition,  on
     October 30, 2001, of Outdoor Life Network, which resulted in an increase in
     goodwill and a  corresponding  decrease in cable and  satellite  television
     distribution  rights.  In addition,  during the nine months ended September
     30, 2002, the Company recorded the final purchase price allocation  related
     to certain of its cable system acquisitions,  which resulted in an increase
     in goodwill and a corresponding decrease in franchise rights.

     As of September 30, 2002, the weighted average  amortization period for the
     Company's  intangible  assets  subject  to  amortization  is 8.1  years and
     estimated  related  amortization  expense  for each of the five years ended
     December 31 is as follows (in millions):


               2002............................            $208.2
               2003............................            $202.3
               2004............................            $181.8
               2005............................            $162.4
               2006............................            $138.0

     The following pro forma financial information for the three and nine months
     ended  September 30, 2001 is presented as if SFAS No. 142 was adopted as of
     January 1, 2001 (amounts in millions, except per share data):


<TABLE>
<CAPTION>
                                                             Three Months            Nine Months
                                                                 Ended                  Ended
                                                             September 30,          September 30,
                                                                  2001                   2001
                                                           -----------------      -----------------
<S>                                                               <C>                    <C>
Net Income (Loss)
   As reported.........................................           ($106.8)               $929.6
     Amortization of goodwill..........................              79.4                 233.8
     Amortization of equity method goodwill............               1.9                  13.0
     Amortization of franchise rights..................             283.9                 813.3
                                                           --------------         -------------
   As adjusted.........................................            $258.4              $1,989.7
                                                           ==============         =============

   Income before cumulative effect of
     accounting change, as adjusted....................            $258.4              $1,605.2
                                                           ==============         =============
Basic EPS
   As reported.........................................            ($0.11)                $0.98
     Amortization of goodwill..........................              0.08                  0.25
     Amortization of equity method goodwill............                                    0.01
     Amortization of franchise rights..................              0.30                  0.86
                                                           --------------         -------------
   As adjusted.........................................             $0.27                 $2.10
                                                           ==============         =============

Diluted EPS
   As reported.........................................            ($0.11)                $0.96
     Amortization of goodwill..........................              0.08                  0.24
     Amortization of equity method goodwill............                                    0.01
     Amortization of franchise rights..................              0.30                  0.85
                                                           --------------         -------------
   As adjusted.........................................             $0.27                 $2.06
                                                           ==============         =============
</TABLE>


                                       13
<PAGE>

                      COMCAST CORPORATION AND SUBSIDIARIES
                                    FORM 10-Q
                        QUARTER ENDED SEPTEMBER 30, 2002
        NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS - CONTINUED
                                   (Unaudited)

7.   LONG-TERM DEBT

     Commercial Paper
     The  Company's  senior bank credit  facility  consists of a $2.25  billion,
     five-year revolving credit facility and a $1.925 billion, 364-day revolving
     credit  facility  (together,  the "Comcast  Cable  Revolver").  The 364-day
     revolving credit facility  supports the commercial paper program of Comcast
     Cable  Communications,  Inc.,  a wholly  owned  subsidiary  of the Company.
     Amounts  outstanding  under the commercial  paper program are classified as
     long-term  in the  Company's  balance  sheet as of  September  30, 2002 and
     December  31,  2001 as the  Company  has both the ability and the intent to
     refinance  these  obligations,  if  necessary,  on a  long-term  basis with
     amounts available under the Comcast Cable Revolver.

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

     Holders may require the Company to repurchase the Zero Coupon Debentures on
     December 19, 2002,  2003,  2005,  2010 and 2015.  Holders may surrender the
     Zero Coupon  Debentures for conversion at any time prior to maturity if the
     closing price of the Company's Class A Special Common Stock is greater than
     110% of the accreted  conversion  price for at least 20 trading days of the
     30  trading  days  prior to  conversion.  During  the  three  months  ended
     September 30, 2002,  the Company  repurchased  from holders an aggregate of
     $167.1  million  accreted  value of Zero Coupon  Debentures  for cash.  The
     Company  financed the redemption  with available  cash. As of September 30,
     2002, $939.2 million of Zero Coupon Debentures remain outstanding.

     Amounts  outstanding  under the Zero Coupon  Debentures  are  classified as
     long-term  in the  Company's  balance  sheet as of  September  30, 2002 and
     December  31,  2001 as the  Company  has both the ability and the intent to
     refinance  the Zero Coupon  Debentures  on a long-term  basis with  amounts
     available under the Comcast Cable Revolver in the event holders of the Zero
     Coupon  Debentures   exercise  their  rights  to  require  the  Company  to
     repurchase the Zero Coupon Debentures in December 2002.

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

     Prior to maturity, each ZONES is exchangeable at the holders' option for an
     amount of cash equal to 95% of the market value of Sprint PCS Stock.  As of
     September  30,  2002,  the number of Sprint PCS shares  held by the Company
     exceeded the number of ZONES outstanding.

     As of September  30, 2002 and December 31, 2001,  long-term  debt  includes
     $577.2 million and $1.613 billion, respectively, of ZONES. Upon adoption of
     SFAS  No.  133,  the  Company  split  the  accounting  for the  ZONES  into
     derivative and debt components.  The Company records the change in the fair
     value  of the  derivative  component  of the  ZONES  (see  Note  5) and the
     increase  in the  carrying  value of the  debt  component  of the  ZONES as
     follows (in millions):

                                       14
<PAGE>

                      COMCAST CORPORATION AND SUBSIDIARIES
                                    FORM 10-Q
                        QUARTER ENDED SEPTEMBER 30, 2002
        NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS - CONTINUED
                                   (Unaudited)


<TABLE>
<CAPTION>
                                                     Three Months Ended             Nine Months Ended
                                                       September 30,                  September 30,
                                                    2002           2001            2002           2001
                                                 -----------    -----------     ----------     -----------
<S>                                                   <C>            <C>            <C>             <C>
Balance at Beginning of Period:
    Debt component............................        $478.9         $456.2         $467.4          $445.2
    Derivative component......................         210.2        1,136.9        1,145.2           961.3
                                                 -----------    -----------     ----------     -----------
          Total ..............................         689.1        1,593.1        1,612.6         1,406.5

Increase in debt component
    to interest expense.......................           5.9            5.6           17.4            16.6
Increase (decrease) in derivative component
    to investment income/expense..............        (117.8)          98.5       (1,052.8)          274.1

Balance at End of Period:
    Debt component............................         484.8          461.8          484.8           461.8
    Derivative component......................          92.4        1,235.4           92.4          1,235.4
                                                 -----------    -----------     ----------     -----------
          Total ..............................        $577.2       $1,697.2         $577.2        $1,697.2
                                                 ===========    ===========     ==========     ===========
</TABLE>


     New Credit Facilities
     On May 3, 2002, Broadband and AT&T Comcast Corporation, a company owned 50%
     each by AT&T and the Company  ("AT&T  Comcast"),  entered  into  definitive
     credit  agreements  with a syndicate of lenders for an aggregate of $12.825
     billion of financing to complete the AT&T Broadband  transaction  (see Note
     4) and to provide  for the  combined  company's  financing  needs after the
     transaction.  Under the terms of the new credit facilities,  the obligation
     of the  lenders  to  provide  the  financing  upon  completion  of the AT&T
     Broadband  transaction  is subject to a number of  conditions,  including a
     condition that the combined company holds  investment-grade  credit ratings
     from  both  Standard  &  Poor's  ("S&P")  and  Moody's  Investor   Services
     ("Moody's") ratings agencies at the time of closing. On September 30, 2002,
     the  Company  announced  that AT&T  Comcast had  received  investment-grade
     credit ratings from each of S&P and Moody's allowing AT&T Comcast to access
     all amounts under the credit  facilities upon closing of the AT&T Broadband
     transaction.

     Interest Rates
     Excluding the derivative component of the ZONES whose changes in fair value
     are  recorded to  investment  income  (expense),  the  Company's  effective
     weighted  average interest rate on its long-term debt outstanding was 6.58%
     and 6.03% as of September 30, 2002 and December 31, 2001, respectively.

     Interest Rate Risk Management
     During the nine months ended September 30, 2002, the Company settled $950.0
     million  aggregate  notional  amount  of fixed to  variable  interest  rate
     exchange agreements ("Swaps") and received proceeds of $56.8 million.  This
     amount is being  recognized as an  adjustment to interest  expense over the
     term of the related debt.  During the nine months ended September 30, 2002,
     variable to fixed Swaps with an aggregate notional amount of $106.9 million
     expired.  As of September 30, 2002, the Company has variable to fixed Swaps
     with an  aggregate  notional  amount of $143.4  million with an average pay
     rate of 4.8% and an average  receive rate of 1.8%. The Swaps mature between
     2002 and 2003.

     In June and July 2002,  the  Company  entered  into Rate Locks to hedge the
     risk that the cash flows related to the interest payments on an anticipated
     issuance or assumption  of certain  fixed rate debt in connection  with the
     AT&T  Broadband  transaction  may be  adversely  affected by interest  rate
     fluctuations  (see Note 4). The Rate Locks mature in the fourth  quarter of
     2002,  the timing of the  anticipated  issuance or  assumption of the fixed
     rate debt.  To the extent the Rate Locks are  effective in  offsetting  the
     variability of the hedged cash flows, changes in the fair value of the Rate
     Locks are not  included in  earnings  but are  reported  as a component  of
     accumulated other comprehensive

                                       15
<PAGE>

                      COMCAST CORPORATION AND SUBSIDIARIES
                                    FORM 10-Q
                        QUARTER ENDED SEPTEMBER 30, 2002
        NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS - CONTINUED
                                   (Unaudited)

     income  (loss) (see Note 5). Upon the issuance or  assumption  of the debt,
     the value of the Rate Locks will be recognized as an adjustment to interest
     expense  over the same  period in which the related  interest  costs on the
     debt are recognized in earnings.

     Lines and Letters of Credit
     As of September 30, 2002,  certain  subsidiaries  of the Company had unused
     lines of credit of $3.722 billion under their respective credit facilities.

     As of September 30, 2002, the Company and certain of its  subsidiaries  had
     unused  irrevocable  standby  letters of credit  totaling  $88.1 million to
     cover potential fundings under various agreements.

8.   STOCKHOLDERS' EQUITY

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

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


<TABLE>
<CAPTION>
                                                             Three Months Ended       Nine Months Ended
                                                                September 30,           September 30,
                                                               2002        2001       2002        2001
                                                             ---------  ----------  ---------  ----------
<S>                                                              <C>       <C>        <C>          <C>
     Net income (loss)....................................       $75.6     ($106.8)   ($222.9)     $929.6
     Unrealized gains (losses) on marketable securities...        24.7        69.0     (339.6)      265.9
     Reclassification adjustments for losses (gains)
       included in net income (loss)......................         0.2      (157.4)     203.3      (486.5)
     Unrealized losses on the effective portion of
       cash flow hedges...................................      (197.5)       (1.4)    (198.0)       (3.1)
     Foreign currency translation losses..................        (1.4)       (2.7)      (7.8)       (9.4)
                                                             ---------  ----------  ---------  ----------
     Comprehensive income (loss)..........................      ($98.4)    ($199.3)   ($565.0)     $696.5
                                                             =========  ==========  =========  ==========
</TABLE>

9.   STATEMENT OF CASH FLOWS - SUPPLEMENTAL INFORMATION

     The fair  values of the  assets and  liabilities  acquired  by the  Company
     through  noncash  transactions  during the nine months ended  September 30,
     2001 are as follows (in millions):


          Current assets..............................        $56.6
          Property, plant & equipment.................        686.1
          Intangible assets...........................      2,755.8
          Current liabilities.........................        (37.0)
                                                        -----------
               Net assets acquired....................     $3,461.5
                                                        ===========


                                       16
<PAGE>

                      COMCAST CORPORATION AND SUBSIDIARIES
                                    FORM 10-Q
                        QUARTER ENDED SEPTEMBER 30, 2002
        NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS - CONTINUED
                                   (Unaudited)

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


<TABLE>
<CAPTION>
                                                                     Three Months           Nine Months
                                                                         Ended                 Ended
                                                                     September 30,         September 30,
                                                                   2002         2001      2002        2001
                                                                 --------     --------  --------    --------

<S>                                                                <C>          <C>       <C>         <C>
     Interest...................................................   $103.8       $129.8    $451.1      $426.5
     Income taxes...............................................    $53.4        $10.4    $211.9      $136.8
</TABLE>

10.  COMMITMENTS AND CONTINGENCIES

     Certain  litigation  has been  filed  against  the  Company  as a result of
     alleged  conduct  of the  Company  with  respect to its  investment  in and
     distribution relationship with At Home Corporation ("At Home"). At Home was
     a provider of high-speed Internet access and content services,  which filed
     for bankruptcy  protection in September 2001.  Filed actions are: (i) class
     action  lawsuits  against the  Company,  Brian L.  Roberts  (the  Company's
     President and a director),  AT&T (the former controlling  shareholder of At
     Home  and also a  former  distributor  of the At Home  service)  and  other
     corporate  and  individual  defendants  in the Superior  Court of San Mateo
     County, California,  alleging breaches of fiduciary duty on the part of the
     Company and the other defendants in connection with transactions  agreed to
     in March 2000 among At Home, the Company, AT&T and Cox Communications, Inc.
     ("Cox," also an investor in At Home and a former distributor of the At Home
     service);  (ii) class action lawsuits against the Company,  AT&T and others
     in the United States District Court for the Southern  District of New York,
     alleging  securities law violations and common law fraud in connection with
     disclosures  made by At Home in 2001;  and (iii) a lawsuit  brought  in the
     United States District Court for the District of Delaware in the name of At
     Home by certain At Home bondholders against the Company,  Brian L. Roberts,
     Cox and others,  alleging  breaches of fiduciary duty relating to the March
     2000 transactions and seeking recovery of alleged short-swing profits of at
     least $600 million pursuant to Section 16(b) of the Securities Exchange Act
     of 1934  purported to have arisen in connection  with certain  transactions
     relating to At Home stock effected  pursuant to the March 2000  agreements.
     The actions in San Mateo County,  California have been stayed by the United
     States Bankruptcy Court for the Northern District of California,  the court
     in  which  At  Home  filed  for  bankruptcy,  as  violating  the  automatic
     bankruptcy  stay. In the Southern  District of New York actions,  the court
     has ordered  the  actions  consolidated  into a single  action;  an amended
     consolidated complaint is required to be served by October 31, 2002.

     Since  September  2001,  certain  creditors of At Home have  threatened  to
     commence  litigation  against  AT&T  relating to the conduct of AT&T or its
     designees on the At Home Board in connection with At Home's  declaration of
     bankruptcy and At Home's  subsequent  aborted efforts to dispose of some of
     its businesses or assets in the  bankruptcy  court-supervised  auction,  as
     well as in  connection  with other aspects of AT&T's  relationship  with At
     Home. No such lawsuits have been filed to date.  The plan of liquidation in
     the At Home  bankruptcy,  approved in October  2002,  implements a creditor
     settlement  and provides that all claims of the bankrupt  estate of At Home
     against AT&T and other  shareholders  will be  transferred to a liquidating
     trust  funded with at least $12  million,  and as much as $17  million,  to
     finance the litigation of those claims.

     Following  closing of the AT&T Broadband  transaction,  the Company will be
     contractually  liable for 50% of any  liabilities  of AT&T  relating  to At
     Home,   including  any  resulting  from  any  such  pending  or  threatened
     litigation (the "AT&T At Home Potential Liabilities").  AT&T will be liable
     for the other 50% of such liabilities.

     The Company denies any wrongdoing in connection  with the claims which have
     been made  directly  against the  Company,  its  subsidiaries  and Brian L.
     Roberts, and intends to defend all such claims vigorously.  In management's
     opinion,  the final  disposition  of such claims is not  expected to have a
     material  adverse effect on the Company's or,  following the closing of the
     AT&T Broadband transaction, the combined company's,  consolidated financial
     position,  but could  possibly be material to the  consolidated  results of
     operations of any one period.  Further,  no assurance can be given that any
     adverse  outcome  would  not be  material  to such  consolidated  financial
     position.

                                       17
<PAGE>

                      COMCAST CORPORATION AND SUBSIDIARIES
                                    FORM 10-Q
                        QUARTER ENDED SEPTEMBER 30, 2002
        NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS - CONTINUED
                                   (Unaudited)

     Management has no basis for any expectation that the Company's 50% share of
     the AT&T At Home Potential Liabilities would have a material adverse effect
     on the combined  company's  consolidated  financial  position or results of
     operations,  although no  assurance  can be given that any adverse  outcome
     would not be material.

     The Company is subject to legal  proceedings  and claims which arise in the
     ordinary course of its business.  In the opinion of management,  the amount
     of ultimate  liability with respect to such actions is not expected to have
     a  material  adverse  effect  on  the  financial  position  or  results  of
     operations of the Company.

     In  connection  with a license  awarded  to an  affiliate,  the  Company is
     contingently  liable in the event of  nonperformance  by the  affiliate  to
     reimburse a bank which has provided a performance guarantee.  The amount of
     the  performance  guarantee  is  approximately  $225  million;  however the
     Company's   current   estimate   of  the  amount  of  future   expenditures
     (principally in the form of capital  expenditures) that will be made by the
     affiliate  necessary to comply with the performance  requirements  will not
     exceed $75 million.


                                       18
<PAGE>

                      COMCAST CORPORATION AND SUBSIDIARIES
                                    FORM 10-Q
                        QUARTER ENDED SEPTEMBER 30, 2002
        NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS - CONTINUED
                                   (Unaudited)

11.  FINANCIAL DATA BY BUSINESS SEGMENT

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

<TABLE>
<CAPTION>
                                                                                     Corporate and
                                                         Cable         Commerce        Other (1)         Total
                                                         -----         --------        ---------         -----
<S>                                                      <C>             <C>              <C>          <C>
Three Months Ended September 30, 2002
-------------------------------------
Revenues (2).........................................    $1,548.0        $1,011.8         $144.9       $2,704.7
Operating income (loss) before depreciation
     and amortization (3)............................       645.2           185.4           (4.8)         825.8
Depreciation and amortization........................       309.1            27.1           59.1          395.3
Operating income (loss)..............................       336.1           158.3          (63.9)         430.5
Interest expense.....................................       140.1             2.6           31.5          174.2
Capital expenditures.................................       322.0            28.1            6.8          356.9

Three Months Ended September 30, 2001
-------------------------------------
Revenues (2).........................................    $1,378.5          $895.1         $127.2       $2,400.8
Operating income (loss) before depreciation
     and amortization (3)............................       574.7           153.7          (27.8)         700.6
Depreciation and amortization........................       770.1            35.2           73.5          878.8
Operating income (loss)..............................      (195.4)          118.5         (101.3)        (178.2)
Interest expense.....................................       143.9             6.7           40.1          190.7
Capital expenditures.................................       450.0            39.4           48.1          537.5

Nine Months Ended September 30, 2002
------------------------------------
Revenues (2).........................................    $4,558.2        $2,999.8         $528.1       $8,086.1
Operating income before depreciation and
     amortization (3)................................     1,895.9           572.2           32.5        2,500.6
Depreciation and amortization........................       899.8            82.6          188.2        1,170.6
Operating income (loss)..............................       996.1           489.6         (155.7)       1,330.0
Interest expense.....................................       427.4             9.0          107.1          543.5
Capital expenditures.................................     1,010.7           110.5           24.6        1,145.8

Nine Months Ended September 30, 2001
------------------------------------
Revenues (2).........................................    $3,898.8        $2,655.1         $417.6       $6,971.5
Operating income (loss) before depreciation
     and amortization (3)............................     1,610.4           486.2          (68.9)       2,027.7
Depreciation and amortization........................     2,194.9           106.6          138.2        2,439.7
Operating income (loss)..............................      (584.5)          379.6         (207.1)        (412.0)
Interest expense.....................................       405.6            21.8          124.1          551.5
Capital expenditures.................................     1,400.9           107.4          172.9        1,681.2

As of September 30, 2002
------------------------
Assets...............................................   $28,768.4        $2,891.7       $4,117.2      $35,777.3
Long-term debt, less current portion.................     7,811.0             1.4        2,115.5        9,927.9

As of December 31, 2001
-----------------------
Assets...............................................   $29,084.6        $2,809.2       $6,366.7      $38,260.5
Long-term debt, less current portion.................     8,363.2            62.7        3,315.7       11,741.6
<FN>
     _______________

                                       19
<PAGE>

                      COMCAST CORPORATION AND SUBSIDIARIES
                                    FORM 10-Q
                        QUARTER ENDED SEPTEMBER 30, 2002
        NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS - CONCLUDED
                                   (Unaudited)

     (1) Other includes segments not meeting certain quantitative guidelines for
         reporting  including the Company's content and business  communications
         operations  as well as  elimination  entries  related  to the  segments
         presented.   Corporate  and  other  assets  consist  primarily  of  the
         Company's investments,  and cable and satellite television distribution
         rights and goodwill of the Company's  content  operations  (see Notes 5
         and 6).
     (2) Revenues  include $162.6 million,  $114.0  million,  $459.2 million and
         $348.4  million  during the three months ended  September  30, 2002 and
         2001 and during the nine  months  ended  September  30,  2002 and 2001,
         respectively, of non-US revenues,  principally related to the Company's
         commerce segment. No single customer accounted for a significant amount
         of the Company's revenues in any period.
     (3) Operating  income  (loss)  before   depreciation  and  amortization  is
         commonly  referred to in the Company's  businesses  as "operating  cash
         flow  (deficit)."  Operating  cash  flow is a  measure  of a  company's
         ability to generate  cash to service its  obligations,  including  debt
         service obligations, and to finance capital and other expenditures.  In
         part due to the capital  intensive  nature of the Company's  businesses
         and the  resulting  significant  level  of  non-cash  depreciation  and
         amortization expense,  operating cash flow is frequently used as one of
         the  bases  for  comparing  businesses  in  the  Company's  industries,
         although  the  Company's  measure  of  operating  cash  flow may not be
         comparable to similarly titled measures of other  companies.  Operating
         cash flow is the  primary  basis used by the  Company's  management  to
         measure the operating  performance  of its  businesses.  Operating cash
         flow does not purport to represent  net income or net cash  provided by
         operating  activities,  as those  terms  are  defined  under  generally
         accepted  accounting  principles,  and should not be  considered  as an
         alternative  to such  measurements  as an  indicator  of the  Company's
         performance.
</FN>
</TABLE>

                                       20
<PAGE>

                      COMCAST CORPORATION AND SUBSIDIARIES
                                    FORM 10-Q
                        QUARTER ENDED SEPTEMBER 30, 2002


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

Overview

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

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

General Developments of Business

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

Liquidity and Capital Resources

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

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

     We  have  both  the  ability  and  intent  to  redeem  the  $939.2  million
outstanding  Zero Coupon  Debentures  with amounts  available  under  subsidiary
credit  facilities if holders  exercise their rights to require us to repurchase
the Zero Coupon  Debentures in December 2002. As of September 30, 2002,  certain
of our  subsidiaries  had unused lines of credit of $3.722  billion  under their
respective credit facilities.

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

     AT&T Broadband Transaction

     Excluding  AT&T  Broadband's  exchangeable  notes,  which  are  mandatorily
redeemable at AT&T  Broadband's  option into shares of certain  publicly  traded
companies  held by AT&T  Broadband,  we  currently  estimate  that the  combined
company will require  approximately  $20 billion of assumed,  refinanced and new
indebtedness  upon  completion of the AT&T  Broadband  transaction.  Of this $20
billion of indebtedness,  approximately $7 billion to $8 billion will be assumed
indebtedness of AT&T  Broadband's  subsidiaries,  $9 billion to $10 billion will
retire amounts we expect AT&T Broadband Corp.  ("Broadband") will owe AT&T Corp.
("AT&T")  at, and will be required to pay,  upon  closing of the AT&T  Broadband
transaction  (subject  to offset  for  amounts of AT&T  indebtedness  assumed at
closing as described in the following  paragraph),  and $2 billion to $4 billion
will be needed to  refinance  AT&T  Broadband  debt that will  become  due on or
shortly  after the  closing  of the AT&T  Broadband  transaction  and to provide
appropriate  cash  reserves  to fund AT&T  Broadband's  operations  and  capital
expenditures.  We  cannot  provide  assurances  that the  actual  amount of this
indebtedness will not exceed $20 billion.

     Subsequent to the original merger agreement,  economic and business factors
led us and AT&T to agree to change the form of  consideration  to be paid in the
AT&T Broadband transaction.  On August 12, 2002, AT&T Comcast Corporation ("AT&T
Comcast"),  along with AT&T, Broadband, two of AT&T's cable subsidiaries and our
wholly owned cable  subsidiary,  Comcast Cable  Communications,  Inc.  ("Comcast
Cable")  filed  a  registration  statement  with  the  Securities  and  Exchange
Commission for a proposed  exchange  offer  relating to $11.8 billion  aggregate
principal  amount of AT&T's  existing debt  securities.  The exchange  offer, if
successful,  would result in the assumption of a portion of AT&T's  indebtedness
by AT&T Broadband (and a  corresponding  decrease in the amount of  intercompany
indebtedness  Broadband  must pay AT&T  upon  closing).  The  exchange  offer is
subject to market conditions and is expected to close in November 2002.

                                       21
<PAGE>

                      COMCAST CORPORATION AND SUBSIDIARIES
                                    FORM 10-Q
                        QUARTER ENDED SEPTEMBER 30, 2002


     On May 3, 2002,  Broadband and AT&T Comcast entered into definitive  credit
agreements  with a syndicate of lenders for an  aggregate of $12.825  billion of
financing  to complete  the AT&T  Broadband  transaction  and to provide for the
combined company's financing needs after the transaction. Under the terms of the
new credit  facilities,  the  obligation of the lenders to provide the financing
upon  completion  of the AT&T  Broadband  transaction  is subject to a number of
conditions,  including a condition that the combined  company holds  investment-
grade credit  ratings from both Standard & Poor's  ("S&P") and Moody's  Investor
Services  ("Moody's")  ratings agencies at the time of closing. On September 30,
2002,  we  announced  that AT&T  Comcast had  received  investment-grade  credit
ratings from each of S&P and Moody's allowing AT&T Comcast to access all amounts
under the credit facilities upon closing of the AT&T Broadband  transaction.  We
therefore  expect  that we will be able to obtain  the  necessary  financing  to
complete the AT&T Broadband transaction.

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

     o    our existing cash, cash equivalents and short- term investments,

     o    amounts  available  under our  subsidiaries'  lines of  credit,  which
          totaled $3.722 billion as of September 30, 2002, and

     o    proceeds from the sales of our and AT&T Broadband's investments.

     In addition,  as more fully described in Note 4 to our financial statements
included in Item 1 (see  "Agreement  and Plan of Merger  with AT&T  Broadband"),
upon  closing  of the  Time  Warner  Entertainment  L.P.  ("TWE")  restructuring
agreement,  AT&T Broadband will receive $1.5 billion in common stock of AOL Time
Warner, an approximate 21% equity interest in Time Warner Cable and $2.1 billion
in cash.

     Subsequent  to closing of the AT&T  Broadband  transaction,  we will have a
substantially  higher amount of debt, interest expense and capital  expenditures
at the  combined  company.  If the credit  rating  agencies  determine  that the
combined company is less creditworthy, on a combined basis, than that of Comcast
on an  historical  basis,  it is possible that our cost of and access to capital
could be negatively affected.

     Cash, Cash Equivalents and Short-term Investments

     We  have  traditionally   maintained   significant  levels  of  cash,  cash
equivalents  and  short-term   investments  to  meet  our  short-term  liquidity
requirements.  Our cash  equivalents and short-term  investments are recorded at
fair value.  Cash, cash  equivalents and short-term  investments as of September
30, 2002 were $1.476 billion, substantially all of which is unrestricted.

     Investments

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

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

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

     Financing

     As of  September  30, 2002 and  December  31,  2001,  our  long-term  debt,
including   current   portion,   was  $10.042   billion  and  $12.202   billion,
respectively.

     The $2.160  billion  decrease  from December 31, 2001 to September 30, 2002
results  principally from the $1.035 billion aggregate reduction to the carrying
value of our ZONES during  2002,  and the effects of our net  repayments  during
2002.

     Excluding the effects of interest rate risk  management  instruments,  8.7%
and 13.4% of our long- term debt as of September 30, 2002 and December 31, 2001,
respectively, was at variable rates.

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

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

     Equity Price Risk

     We have entered into cashless collar  agreements (the "Equity Collars") and
prepaid forward sales agreements

                                       22
<PAGE>

                      COMCAST CORPORATION AND SUBSIDIARIES
                                    FORM 10-Q
                        QUARTER ENDED SEPTEMBER 30, 2002


("Prepaid Forward Sales") which we account for at fair value. The Equity Collars
and  Prepaid  Forward  Sales  limit our  exposure  to and  benefits  from  price
fluctuations in Sprint PCS common stock.

     During the 2002 and 2001 interim  periods,  the change in the fair value of
our  investment  in Sprint PCS common stock,  classified as a trading  security,
were  substantially  offset by the  changes  in the fair  values  of the  Equity
Collars, the derivative  components of the ZONES, and the Prepaid Forward Sales.
See "Results of Operations - Investment Income (Expense)" below.

     Interest Rate Risk

     During the nine months ended  September 30, 2002, we settled $950.0 million
aggregate  notional  amount  of our fixed to  variable  interest  rate  exchange
agreements  ("Swaps")  and received  proceeds of $56.8  million.  This amount is
being  recognized  as an  adjustment  to interest  expense  over the term of the
related debt. During the nine months ended September 30, 2002, variable to fixed
Swaps  with an  aggregate  notional  amount of  $106.9  million  expired.  As of
September 30, 2002, we have $143.4 million aggregate notional amount of variable
to fixed Swaps with an average pay rate of 4.8% and an average  receive  rate of
1.8%. The Swaps mature between 2002 and 2003.

     In June and July 2002, we entered into interest rate lock agreements ("Rate
Locks") to hedge the risk that the cash flows  related to the interest  payments
on an  anticipated  issuance  or  assumption  of  certain  fixed  rate  debt  in
connection  with the AT&T  Broadband  transaction  may be adversely  affected by
interest rate fluctuations. The Rate Locks mature in the fourth quarter of 2002,
the timing of the anticipated issuance or assumption of the fixed rate debt.

     Accumulated Other Comprehensive Income (Loss)

     The change in accumulated other  comprehensive  income (loss) from December
31, 2001 to September 30, 2002 is  principally  attributable  to the  unrealized
loss on our Rate Locks  classified as cash flow hedges  entered into in 2002, to
declines in unrealized gains on our investments classified as available for sale
held  throughout the period,  and to realized losses on sales of investments and
investment  impairment  losses on  investments  classified as available for sale
during  the  nine  months  ended  September  30,  2002.  Refer  to Note 5 to our
financial statements included in Item 1.

                            _________________________

Statement of Cash Flows

     Cash and cash equivalents increased $219.8 million as of September 30, 2002
from December 31, 2001. The increase in cash and cash equivalents  resulted from
cash  flows  from  operating,  financing  and  investing  activities  which  are
explained below.

     Net cash provided by operating  activities amounted to $2.0 billion for the
nine months ended  September 30, 2002, due  principally to our operating  income
before  depreciation  and  amortization  (see "Results of  Operations"),  and by
changes  in  working  capital  as  a  result  of  the  timing  of  receipts  and
disbursements and the effects of net interest and current income tax expense.

     Net cash used in financing  activities consists primarily of borrowings and
repayments  of debt,  proceeds from  settlement of Swaps,  and proceeds from the
issuances of our common stock. Net cash used in financing  activities was $1.052
billion for the nine months ended  September  30,  2002.  During the nine months
ended September 30, 2002, we borrowed $876.2 million, consisting of:

     o    $443.1 million under Comcast Cable's commercial paper program, and

     o    $433.1 million under revolving credit facilities.

     During the nine months ended  September 30, 2002, we repaid $2.009  billion
of our long-term debt, consisting of:

     o    $441.3 million under Comcast Cable's commercial paper program,

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

     o    $1.201 billion on certain of our revolving credit facilities, and

     o    $167.1 million of our Zero Coupon Debentures.

     In addition,  during the nine months ended  September 30, 2002, we received
proceeds of $56.8  million from  settlement of certain of our Swaps and proceeds
of $15.0 million from issuances of our common stock.

     Net cash used in investing activities includes the effects of acquisitions,
net of cash  acquired,  purchases  of  investments,  capital  expenditures,  and
additions to

                                       23
<PAGE>

                      COMCAST CORPORATION AND SUBSIDIARIES
                                    FORM 10-Q
                        QUARTER ENDED SEPTEMBER 30, 2002


intangible  and other  noncurrent  assets,  offset  by  proceeds  from  sales of
investments.  Net cash used in investing  activities  was $728.0 million for the
nine  months  ended  September  30,  2002,   consisting   primarily  of  capital
expenditures of $1.146 billion and additions to intangible and other  noncurrent
assets of $255.6  million,  including $55.5 million related to the satellite and
cable  television  affiliation  agreements of QVC and our content  subsidiaries.
Such amounts were offset,  in part,  by proceeds  from sales of  investments  of
$733.5 million.

                             _______________________

Results of Operations

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

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


                                       24
<PAGE>

                      COMCAST CORPORATION AND SUBSIDIARIES
                                    FORM 10-Q
                        QUARTER ENDED SEPTEMBER 30, 2002


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


<TABLE>
<CAPTION>
                                                                 Three Months Ended
                                                                    September 30,       Increase / (Decrease)
                                                                  2002        2001          $           %
                                                                ---------   ---------   ----------  ---------
<S>                                                              <C>         <C>            <C>          <C>
Revenues.....................................................    $2,704.7    $2,400.8       $303.9       12.7%
Cost of goods sold from electronic retailing.................       643.1       573.8         69.3       12.1
Operating, selling, general and administrative expenses......     1,235.8     1,126.4        109.4        9.7
Depreciation.................................................       338.9       314.7         24.2        7.7
Amortization.................................................        56.4       564.1       (507.7)     (90.0)
                                                                ---------   ---------   ----------  ---------
Operating income (loss)......................................       430.5      (178.2)       608.7         NM
                                                                ---------   ---------   ----------  ---------
Interest expense.............................................      (174.2)     (190.7)       (16.5)      (8.7)
Investment income (expense)..................................       (53.3)      328.3       (381.6)        NM
Equity in net losses of affiliates...........................       (11.5)      (19.5)        (8.0)     (41.0)
Other income (expense).......................................         3.2        (7.0)        10.2         NM
Income tax expense...........................................       (82.5)      (13.5)        69.0      511.1
Minority interest............................................       (36.6)      (26.2)        10.4       39.7
                                                                ---------   ---------   ----------  ---------
Income (loss) before cumulative effect of accounting change..       $75.6     ($106.8)      $182.4         NM
                                                                =========   =========   ==========  =========
Operating income before depreciation and amortization (1)....      $825.8      $700.6       $125.2       17.9%
                                                                =========   =========   ==========  =========


                                                                  Nine Months Ended
                                                                    September 30,       Increase / (Decrease)
                                                                  2002        2001          $           %
                                                                ---------   ---------   ---------   ---------
Revenues.....................................................    $8,086.1    $6,971.5    $1,114.6        16.0%
Cost of goods sold from electronic retailing.................     1,903.1     1,685.6       217.5        12.9
Operating, selling, general and administrative expenses......     3,682.4     3,258.2       424.2        13.0
Depreciation.................................................     1,015.5       829.4       186.1        22.4
Amortization.................................................       155.1     1,610.3    (1,455.2)      (90.4)
                                                                ---------   ---------   ---------   ---------
Operating income (loss)......................................     1,330.0      (412.0)    1,742.0          NM
                                                                ---------   ---------   ---------   ---------
Interest expense.............................................      (543.5)     (551.5)       (8.0)       (1.5)
Investment income (expense)..................................      (760.4)    1,045.7    (1,806.1)         NM
Equity in net losses of affiliates...........................       (59.9)      (26.1)       33.8       129.5
Other income (expense).......................................       (10.8)    1,180.9    (1,191.7)         NM
Income tax expense...........................................       (52.3)     (602.1)     (549.8)      (91.3)
Minority interest............................................      (126.0)      (89.8)       36.2        40.3
                                                                ---------   ---------   ---------   ---------
Income (loss) before cumulative effect of accounting
 change......................................................     ($222.9)     $545.1     ($768.0)         NM
                                                                =========   =========   ==========  =========
Operating income before depreciation and amortization (1)....    $2,500.6    $2,027.7      $472.9        23.3%
                                                                =========   =========   ==========  =========
<FN>
____________
(1)  Operating income before  depreciation and amortization is commonly referred
     to in our  businesses as "operating  cash flow."  Operating  cash flow is a
     measure of a company's ability to generate cash to service its obligations,
     including  debt  service  obligations,  and to  finance  capital  and other
     expenditures. In part due to the capital intensive nature of our businesses
     and the resulting  significant level of non-cash  depreciation  expense and
     amortization expense,  operating cash flow is frequently used as one of the
     bases for comparing  businesses in our industries,  although our measure of
     operating cash flow may not be comparable to similarly  titled  measures of
     other  companies.  Operating  cash flow is the  primary  basis  used by our
     management  to  measure  the  operating   performance  of  our  businesses.
     Operating  cash flow does not purport to  represent  net income or net cash
     provided  by  operating  activities,  as  those  terms  are  defined  under
     generally accepted accounting  principles,  and should not be considered as
     an alternative to such measurements as an indicator of our performance. See
     "Statement  of Cash Flows" above for a discussion  of net cash  provided by
     operating activities.
</FN>
</TABLE>

                                       25
<PAGE>

                      COMCAST CORPORATION AND SUBSIDIARIES
                                    FORM 10-Q
                        QUARTER ENDED SEPTEMBER 30, 2002



Consolidated Operating Results

     Revenues

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

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

     EITF  01-9  requires,  among  other  things,  that  consideration  paid  to
customers should be classified as a reduction of revenue unless certain criteria
are met. Certain of our content  subsidiaries  have paid or may pay distribution
fees to cable television and satellite  broadcast  systems for carriage of their
programming.  Upon  adoption  of EITF  01-9,  we  reclassified  certain of these
distribution  fees from expense to a revenue reduction for all periods presented
in our statement of operations.  This change does not apply to distribution fees
paid by our consolidated subsidiary,  QVC, Inc. ("QVC") as the counterparties to
QVC's distribution agreements do not make revenue payments to QVC.

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

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

     Cost of goods sold from electronic retailing

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

     Operating, selling, general and administrative expenses

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

     Depreciation

     The increases in depreciation  expense for the interim periods from 2001 to
2002 are  primarily  attributable  to our Cable segment and are primarily due to
the effects of our recent acquisitions and our capital expenditures.

     Amortization

     Of the $507.7 million and $1.455 billion decreases in amortization  expense
for the interim  periods from 2001 and 2002,  $516.1  million and $1.485 billion
are  attributable  to the  adoption  of SFAS No. 142 on  January  1,  2002.  The
remaining changes are primarily the result of increases in amortization  expense
in our content  operations,  principally due to the effects of our acquisitions.
Refer to Note 6 to our financial statements included in Item 1 for the pro forma
impact of adoption of SFAS No. 142 on amortization expense.

Operating Results by Business Segment

     The following  represent the operating results of our significant  business
segments, "Cable" and "Commerce." The remaining components of our operations are
not

                                       26
<PAGE>

                      COMCAST CORPORATION AND SUBSIDIARIES
                                    FORM 10-Q
                        QUARTER ENDED SEPTEMBER 30, 2002


independently  significant to our consolidated financial condition or results of
operations.  Refer to Note 11 to our financial statements included in Item 1 for
a summary of our financial data by business segment (dollars in millions).

<TABLE>
<CAPTION>
Cable                                                             Three Months Ended
                                                                     September 30,        Increase / (Decrease)
                                                                   2002        2001           $           %
                                                                 ---------   ---------    ---------    --------
<S>                                                               <C>         <C>             <C>           <C>
Video.......................................................      $1,180.5    $1,110.2        $70.3         6.3%
High-speed Internet.........................................         155.5        83.4         72.1        86.5
Advertising sales...........................................          93.2        83.3          9.9        11.9
Other.......................................................          69.4        50.4         19.0        37.7
Franchise fees..............................................          49.4        51.2         (1.8)       (3.5)
                                                                 ---------   ---------    ---------    --------
     Revenues................................................      1,548.0     1,378.5        169.5        12.3
Operating, selling, general and administrative expenses......        902.8       803.8         99.0        12.3
                                                                 ---------   ---------    ---------    --------
Operating income before depreciation
     and amortization (a)....................................       $645.2      $574.7        $70.5        12.2%
                                                                 =========   =========    =========    ========


                                                                   Nine Months Ended
                                                                     September 30,              Increase
                                                                   2002        2001           $           %
                                                                 ---------   ---------    ---------    --------
Video.......................................................      $3,516.7    $3,154.5       $362.2        11.5%
High-speed Internet.........................................         414.7       202.7        212.0       104.6
Advertising sales...........................................         274.2       235.2         39.0        16.6
Other.......................................................         201.7       163.8         37.9        23.1
Franchise fees..............................................         150.9       142.6          8.3         5.8
                                                                 ---------   ---------    ---------    --------
     Revenues................................................      4,558.2     3,898.8        659.4        16.9
Operating, selling, general and administrative expenses......      2,662.3     2,288.4        373.9        16.3
                                                                 ---------   ---------    ---------    --------
Operating income before depreciation
     and amortization (a)....................................     $1,895.9    $1,610.4       $285.5        17.7%
                                                                 =========   =========    =========    ========
<FN>
_______________
(a) See footnote (1) on page 25.
</FN>
</TABLE>

     Video revenue consists of our basic, expanded basic, premium, pay-per-view,
equipment and digital  subscriptions.  Of the $70.3  million and $362.2  million
increases in video revenues for the interim  periods from 2001 to 2002, zero and
$138.7  million are  attributable  to the effects of our  acquisitions  of cable
systems  and $70.3  million and $223.5  million  relate to  increased  rates and
subscriber growth in our historical operations,  driven principally by growth in
digital  boxes.  During the three and nine months ended  September  30, 2002, we
added approximately 205,400 and 607,000 digital boxes.

     The increases in high-speed  Internet  revenue for the interim periods from
2001 to 2002 are  primarily  due to the  addition of  approximately  169,800 and
390,600 high-speed Internet  subscribers during the three and nine months ended
September 30, 2002, and to the effects of rate increases.

     The increases in  advertising  sales  revenue for the interim  periods from
2001 to 2002 are primarily attributable to the effects of a stronger advertising
market and the continued leveraging of our market-wide fiber interconnects.

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

     The decrease in franchise fees collected from our cable subscribers for the
three month period from 2001 to 2002 is primarily attributable to the effects of
franchise  fees related to high-speed  Internet  revenue during the three months
ended  September 30, 2001. We no longer  collect  franchise  fees for high-speed
Internet service. The

                                       27
<PAGE>

                      COMCAST CORPORATION AND SUBSIDIARIES
                                    FORM 10-Q
                        QUARTER ENDED SEPTEMBER 30, 2002


increase  for the nine month  period  from 2001 to 2002 is  attributable  to the
increases in our revenues upon which the fees apply.

     The increases in operating, selling, general and administrative expense for
the  interim  periods  from 2001 to 2002 are  primarily  due to the  effects  of
increases  in the costs of cable  programming,  high-speed  Internet  subscriber
growth,  and, to a lesser  extent,  increases  in labor  costs and other  volume
related expenses in our historical  operations.  The increase for the nine month
period from 2001 to 2002 is also attributable to the effects of our acquisitions
of cable systems.

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

<TABLE>
<CAPTION>
Commerce (QVC, Inc. and Subsidiaries)                             Three Months Ended
                                                                     September 30,              Increase
                                                                   2002        2001           $           %
                                                                 ---------   ---------    ---------    --------
<S>                                                               <C>           <C>          <C>           <C>
Net sales from electronic retailing..........................     $1,011.8      $895.1       $116.7        13.0%
Cost of goods sold from electronic retailing.................        643.1       573.8         69.3        12.1
Operating, selling, general and administrative
     expenses................................................        183.3       167.6         15.7         9.4
                                                                 ---------   ---------    ---------    --------
Operating income before depreciation
     and amortization (a)....................................       $185.4      $153.7        $31.7        20.6%
                                                                 =========   =========    =========    ========
Gross margin.................................................         36.4%       35.9%
                                                                 =========   =========


                                                                   Nine Months Ended
                                                                     September 30,              Increase
                                                                   2002        2001           $           %
                                                                 ---------   ---------    ---------    --------
Net sales from electronic retailing..........................     $2,999.8    $2,655.1       $344.7        13.0%
Cost of goods sold from electronic retailing.................      1,903.1     1,685.6        217.5        12.9
Operating, selling, general and administrative
     expenses................................................        524.5       483.3         41.2         8.5
                                                                 ---------   ---------    ---------    --------
Operating income before depreciation
     and amortization (a)....................................        572.2      $486.2        $86.0        17.7%
                                                                 =========   =========    =========    ========
Gross margin.................................................         36.6%       36.5%
                                                                 =========   =========
<FN>
_______________
(a) See footnote (1) on page 25.
</FN>
</TABLE>

     Of the  $116.7  million  and  $344.7  million  increases  in net sales from
electronic  retailing for the interim  periods from 2001 to 2002,  $68.5 million
and $235.1  million are  attributable  to  increases  in net sales in the United
States.  This growth is principally  the result of increases over the prior year
interim period in the average number of homes  receiving QVC services and in net
sales per home as follows:

<TABLE>
<CAPTION>
                                                                  Three Months          Nine Months
                                                                      Ended                Ended
                                                               September 30, 2002    September 30, 2002
                                                              --------------------- --------------------

<S>                                                                      <C>                   <C>
Increase in average number of homes..........................            3.6%                  3.6%
Increase in net sales per home...............................            4.9%                  6.4%
</TABLE>

     It is  unlikely  that  the  number  of  homes  receiving  the  QVC  service
domestically  will  continue to grow at rates  comparable to prior periods given
that the QVC service is already received by approximately  97% of all U.S. cable
television homes and  substantially  all satellite  television homes in the U.S.
Future growth in sales will depend  increasingly  on continued  additions of new
customers from homes already receiving the QVC service

                                       28
<PAGE>

                      COMCAST CORPORATION AND SUBSIDIARIES
                                    FORM 10-Q
                        QUARTER ENDED SEPTEMBER 30, 2002


and continued growth in repeat sales to existing customers.

     The remaining  increases of $48.2  million and $109.6  million in net sales
from  electronic  retailing  for the  interim  periods  from  2001  to 2002  are
primarily  attributable  to  increases in net sales in Germany,  Japan,  and the
United Kingdom,  and to the effects of fluctuations in foreign currency exchange
rates during the periods.

     The increases in cost of goods sold are primarily  related to the growth in
net sales.  The  increases in gross margin are  primarily  due to the effects of
shifts in sales mix.

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

Consolidated Analysis

     Interest Expense

     The decreases in interest expense for the interim periods from 2001 to 2002
are  primarily  due to the  effects of our net debt  repayments  during the nine
months ended September 30, 2002.

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

                             _______________________

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


<TABLE>
<CAPTION>
                                                                Three Months Ended      Nine Months Ended
                                                                   September 30,          September 30,
                                                                 2002        2001        2002       2001
                                                               ---------  ----------   ---------  ---------

<S>                                                                 <C>        <C>         <C>        <C>
Interest and dividend income.................................       $8.6       $25.6       $26.1      $60.6
Gains (losses) on sales and exchanges of investments, net....        0.3        17.2      (100.6)     476.8
Investment impairment losses.................................       (5.9)      (15.7)     (227.2)    (954.8)
Reclassification of unrealized gains.........................                  237.9                1,330.3
Unrealized (loss) gain on Sprint PCS common stock............     (181.2)      154.5    (1,620.9)     420.1
Mark to market adjustments on derivatives
     related to Sprint PCS common stock......................      138.7      (120.2)    1,309.8     (311.7)
Mark to market adjustments on derivatives and
     hedged items............................................      (13.8)       29.0      (147.6)      24.4
                                                               ---------  ----------   ---------  ---------

     Investment income (expense).............................     ($53.3)     $328.3     ($760.4)  $1,045.7
                                                               =========  ==========   =========  =========
</TABLE>


                                       29
<PAGE>

                      COMCAST CORPORATION AND SUBSIDIARIES
                                    FORM 10-Q
                        QUARTER ENDED SEPTEMBER 30, 2002


     The investment  impairment  losses for the nine months ended  September 30,
2002  and 2001  relate  principally  to other  than  temporary  declines  in our
investment in AT&T.

     During  the three  months  ended  September  30,  2001,  we  wrote-off  our
investment in  Excite@Home  common stock based upon a decline in the  investment
that was considered other than temporary.  In connection with the realization of
this  impairment  loss, we  reclassified  to investment  income the  accumulated
unrealized gain of $237.9 million on our investment in Excite@Home  common stock
which was previously  recorded as a component of accumulated other comprehensive
income  (loss).  We  recorded  this  accumulated  unrealized  gain  prior to our
designation  of our  right  under a  stockholders  agreement  as a hedge  of our
investment in the Excite@Home common stock.

     In connection  with the  reclassification  of our  investment in Sprint PCS
from an  available  for sale  security  to a trading  security,  we  recorded to
investment income (expense) the accumulated unrealized gain of $1.092 billion on
our  investment  in Sprint PCS which was  previously  recorded as a component of
accumulated other comprehensive income (loss).

     Equity in Net Losses of Affiliates

     The  decrease  in equity in net losses of  affiliates  for the three  month
period from 2001 to 2002 is primarily  attributable to the effects of changes in
the net income or loss of our equity method  investees and to the effects of the
decrease  in the  amortization  of  equity  method  goodwill  as a result of the
adoption  of SFAS No. 142 on January 1, 2002.  The  increase  for the nine month
period  from  2001 to 2002  is  primarily  attributable  to the  effects  of the
operations   of  our   international   investees  and  to  the  effects  of  the
consolidation of The Golf Channel in June 2001, offset, in part, by decreases in
the amortization of equity method goodwill.

     Other Income (Expense)

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

     Income Tax Expense

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

     Minority Interest

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

     Cumulative Effect of Accounting Change

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

     In connection with the adoption of SFAS No. 133, "Accounting for Derivative
Instruments  and Hedging  Activities,"  as amended,  we  recognized  as income a
cumulative effect of accounting  change,  net of related income taxes, of $384.5
million during the nine months ended September 30, 2001. The income consisted of
a $400.2  million  adjustment  to record  the debt  component  of our ZONES at a
discount from its value at maturity and $191.3  million  principally  related to
the   reclassification  of  gains  previously   recognized  as  a  component  of
accumulated  other   comprehensive   income  (loss)  on  our  equity  derivative
instruments, net of related deferred income taxes of $207.0 million.

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


                                       30
<PAGE>

                      COMCAST CORPORATION AND SUBSIDIARIES
                                    FORM 10-Q
                        QUARTER ENDED SEPTEMBER 30, 2002


ITEM 4.   EVALUATION OF DISCLOSURE CONTROLS AND PROCEDURES

     (a)  Evaluation of disclosure controls and procedures.  Our chief executive
          officer and our co-chief  financial  officers,  after  evaluating  the
          effectiveness of our "disclosure  controls and procedures" (as defined
          in the Securities  Exchange Act of 1934 Rules 13a-14(c) and 15d-14(c))
          as of a date (the "Evaluation  Date") within 90 days before the filing
          date  of  this  quarterly  report,  have  concluded  that  as  of  the
          Evaluation Date, our disclosure  controls and procedures were adequate
          and designed to ensure that  material  information  relating to us and
          our  consolidated  subsidiaries  would be made known to them by others
          within those entities.

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

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

ITEM 1.   LEGAL PROCEEDINGS

     Certain  litigation  has been  filed  against  the  Company  as a result of
     alleged  conduct  of the  Company  with  respect to its  investment  in and
     distribution relationship with At Home Corporation ("At Home"). At Home was
     a provider of high-speed Internet access and content services,  which filed
     for bankruptcy  protection in September 2001.  Filed actions are: (i) class
     action  lawsuits  against the  Company,  Brian L.  Roberts  (the  Company's
     President and a director),  AT&T (the former controlling  shareholder of At
     Home  and also a  former  distributor  of the At Home  service)  and  other
     corporate  and  individual  defendants  in the Superior  Court of San Mateo
     County, California,  alleging breaches of fiduciary duty on the part of the
     Company and the other defendants in connection with transactions  agreed to
     in March 2000 among At Home, the Company, AT&T and Cox Communications, Inc.
     ("Cox," also an investor in At Home and a former distributor of the At Home
     service);  (ii) class action lawsuits against the Company,  AT&T and others
     in the United States District Court for the Southern  District of New York,
     alleging  securities law violations and common law fraud in connection with
     disclosures  made by At Home in 2001;  and (iii) a lawsuit  brought  in the
     United States District Court for the District of Delaware in the name of At
     Home by certain At Home bondholders against the Company,  Brian L. Roberts,
     Cox and others,  alleging  breaches of fiduciary duty relating to the March
     2000 transactions and seeking recovery of alleged short-swing profits of at
     least $600 million pursuant to Section 16(b) of the Securities Exchange Act
     of 1934  purported to have arisen in connection  with certain  transactions
     relating to At Home stock effected  pursuant to the March 2000  agreements.
     The actions in San Mateo County,  California have been stayed by the United
     States Bankruptcy Court for the Northern District of California,  the court
     in  which  At  Home  filed  for  bankruptcy,  as  violating  the  automatic
     bankruptcy  stay. In the Southern  District of New York actions,  the court
     has ordered  the  actions  consolidated  into a single  action;  an amended
     consolidated complaint is required to be served by October 31, 2002.

     Since  September  2001,  certain  creditors of At Home have  threatened  to
     commence  litigation  against  AT&T  relating to the conduct of AT&T or its
     designees on the At Home Board in connection with At Home's  declaration of
     bankruptcy and At Home's  subsequent  aborted efforts to dispose of some of
     its businesses or assets in the  bankruptcy  court-supervised  auction,  as
     well as in  connection  with other aspects of AT&T's  relationship  with At
     Home. No such lawsuits have been filed to date.  The plan of liquidation in
     the At Home  bankruptcy,  approved in October  2002,  implements a creditor
     settlement  and provides that all claims of the bankrupt  estate of At Home
     against AT&T and other  shareholders  will be  transferred to a liquidating
     trust  funded with at least $12  million,  and as much as $17  million,  to
     finance the litigation of those claims.

     Following  closing of the AT&T Broadband  transaction,  the Company will be
     contractually  liable for 50% of any  liabilities  of AT&T  relating  to At
     Home,   including  any  resulting  from  any  such  pending  or  threatened
     litigation (the "AT&T At Home Potential Liabilities").  AT&T will be liable
     for the other 50% of such liabilities.

     The Company denies any wrongdoing in connection  with the claims which have
     been made  directly  against the  Company,  its  subsidiaries  and Brian L.
     Roberts, and intends to defend all such claims vigorously. In management's

                                       31
<PAGE>

                      COMCAST CORPORATION AND SUBSIDIARIES
                                    FORM 10-Q
                        QUARTER ENDED SEPTEMBER 30, 2002


     opinion,  the final  disposition  of such claims is not  expected to have a
     material  adverse effect on the Company's or,  following the closing of the
     AT&T Broadband transaction, the combined company's,  consolidated financial
     position,  but could  possibly be material to the  consolidated  results of
     operations of any one period.  Further,  no assurance can be given that any
     adverse  outcome  would  not be  material  to such  consolidated  financial
     position.

     Management has no basis for any expectation that the Company's 50% share of
     the AT&T At Home Potential Liabilities would have a material adverse effect
     on the combined  company's  consolidated  financial  position or results of
     operations,  although no  assurance  can be given that any adverse  outcome
     would not be material.

     The Company is subject to legal  proceedings  and claims which arise in the
     ordinary course of its business.  In the opinion of management,  the amount
     of ultimate  liability with respect to such actions is not expected to have
     a  material  adverse  effect  on  the  financial  position  or  results  of
     operations of the Company.

ITEM 6.   EXHIBITS AND REPORTS ON FORM 8-K

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

          None.

     (b)  Reports on Form 8-K:

          (i)  We filed a Current  Report on Form 8-K under  Items 5 and 7(c) on
               July  10,  2002  announcing  shareholder  approval  of  the  AT&T
               Broadband transaction.

          (ii) We filed a Current  Report on Form 8-K under  Items 7(c) and 9 on
               August  1,  2002   submitting  to  the  Securities  and  Exchange
               Commission the Statements  Under Oath of the Principal  Executive
               Officer and the Principal Financial Officers of Comcast Regarding
               Facts and Circumstances Relating to Exchange Act Filings.

          (iii)We filed a Current  Report on Form 8-K under  Items 5 and 7(b) on
               September 26, 2002  announcing a change in the  measurement  date
               for the AT&T Broadband transaction.

          (iv) We filed a Current  Report on Form 8-K under  Items 5 and 7(b) on
               October 4, 2002 announcing the new measurement  date for the AT&T
               Broadband  transaction  is  established  as of  the  date  of the
               substantive  modification of the merger agreement  related to the
               change in the "other" consideration being paid.


                                       32
<PAGE>

                      COMCAST CORPORATION AND SUBSIDIARIES
                                    FORM 10-Q
                        QUARTER ENDED SEPTEMBER 30, 2002


                                    SIGNATURE

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



                                         COMCAST CORPORATION
                                         ---------------------------------------



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


Date: October 30, 2002


                                       33
<PAGE>

                                 CERTIFICATIONS

I, Brian L. Roberts, certify that:

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

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

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

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

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

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

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

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

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

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

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


Date: October 30, 2002



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


                                       34
<PAGE>

I, Lawrence S. Smith, certify that:

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

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

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

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

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

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

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

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

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

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

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


Date: October 30, 2002



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


                                       35
<PAGE>

I, John R. Alchin, certify that:

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

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

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

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

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

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

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

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

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

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

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


Date: October 30, 2002



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


                                       36