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, 2001
                                       OR

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

                          Commission File Number 0-6983

                            [GRAPHIC OMITTED - LOGO]

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

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

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

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

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

         Yes  X                                            No
             ---                                              ----
                           __________________________

As of  September  30,  2001,  there were  913,655,155  shares of Class A Special
Common Stock,  21,829,422 shares of Class A Common Stock and 9,444,375 shares of
Class B Common Stock outstanding.

<PAGE>

                      COMCAST CORPORATION AND SUBSIDIARIES
                                    FORM 10-Q
                        QUARTER ENDED SEPTEMBER 30, 2001

                                TABLE OF CONTENTS
                                                                           Page
                                                                          Number
                                                                          ------
PART I.  FINANCIAL INFORMATION

         ITEM 1. Financial Statements

                 Condensed Consolidated Balance Sheet as of September 30,
                 2001 and December 31, 2000 (Unaudited)........................2

                 Condensed Consolidated Statement of Operations and Retained
                 Earnings (Accumulated Deficit) for the Three and Nine Months
                 Ended September 30, 2001 and 2000 (Unaudited).................3

                 Condensed Consolidated Statement of Cash Flows for the
                 Nine Months Ended September 30, 2001 and 2000 (Unaudited).....4

                 Notes to Condensed Consolidated Financial Statements
                 (Unaudited)..............................................5 - 16

         ITEM 2. Management's Discussion and Analysis of Financial
                 Condition and Results of Operations.....................17 - 24

PART II. OTHER INFORMATION

         ITEM 1. Legal Proceedings............................................25

         ITEM 6. Exhibits and Reports on Form 8-K.............................25

         SIGNATURE............................................................26
                       ___________________________________

     This Quarterly  Report on Form 10-Q is for the three months ended September
30, 2001. 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

     We have acquired and we anticipate acquiring cable  communications  systems
in new communities in which we do not have  established  relationships  with the
franchising  authority,  community  leaders and cable  subscribers.  Further,  a
substantial number of new employees are being and must continue to 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, 2001

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,
                                                                                     2001              2000
                                                                                ---------------    -------------
<S>                                                                               <C>               <C>
ASSETS
------
CURRENT ASSETS
   Cash and cash equivalents....................................................      $658.4            $651.5
   Investments..................................................................     1,271.9           3,059.7
   Accounts receivable, less allowance for doubtful accounts of
     $152.1 and $141.7..........................................................       829.7             891.9
   Inventories, net.............................................................       504.3             438.5
   Other current assets.........................................................       165.5             102.8
                                                                                   ---------         ---------
       Total current assets.....................................................     3,429.8           5,144.4
                                                                                   ---------         ---------
INVESTMENTS.....................................................................     3,302.3           2,661.9
                                                                                   ---------         ---------
PROPERTY AND EQUIPMENT..........................................................     8,989.6           6,799.2
   Accumulated depreciation.....................................................    (2,207.5)         (1,596.5)
                                                                                   ---------         ---------
   Property and equipment, net..................................................     6,782.1           5,202.7
                                                                                   ---------         ---------
DEFERRED CHARGES AND OTHER ASSETS...............................................    30,919.3          26,865.9
   Accumulated amortization.....................................................    (5,652.1)         (4,130.4)
                                                                                   ---------         ---------
   Deferred charges and other assets, net.......................................    25,267.2          22,735.5
                                                                                   ---------         ---------
                                                                                   $38,781.4         $35,744.5
                                                                                   =========         =========
LIABILITIES AND STOCKHOLDERS' EQUITY
------------------------------------
CURRENT LIABILITIES
   Accounts payable and accrued expenses........................................    $3,294.0          $2,852.9
   Accrued interest.............................................................       191.5             105.5
   Deferred income taxes........................................................       194.6             789.9
   Current portion of long-term debt............................................       554.4             293.9
                                                                                   ---------         ---------
       Total current liabilities................................................     4,234.5           4,042.2
                                                                                   ---------         ---------
LONG-TERM DEBT, less current portion............................................    11,494.8          10,517.4
                                                                                   ---------         ---------
DEFERRED INCOME TAXES...........................................................     6,453.1           5,786.7
                                                                                   ---------         ---------
MINORITY INTEREST AND OTHER.....................................................     1,760.2           1,257.2
                                                                                   ---------         ---------
COMMITMENTS AND CONTINGENCIES (NOTE 9)
COMMON EQUITY PUT OPTIONS.......................................................                          54.6
                                                                                   ---------         ---------
STOCKHOLDERS' EQUITY
   Preferred stock - authorized, 20,000,000 shares
     5.25% series B mandatorily redeemable convertible, $1,000 par value;
     issued, zero and 59,450 at redemption value................................                          59.5
   Class A special common stock, $1 par value - authorized, 2,500,000,000
     shares; issued, 936,980,066 and 931,340,103; outstanding, 913,655,155
     and 908,015,192............................................................       913.7             908.0
   Class A common stock, $1 par value - authorized,
     200,000,000 shares; issued, 21,829,422 and 21,832,250......................        21.8              21.8
   Class B common stock, $1 par value - authorized,
     50,000,000 shares; issued, 9,444,375.......................................         9.4               9.4
   Additional capital...........................................................    11,742.6          11,598.8
   Retained earnings............................................................     1,952.0           1,056.5
   Accumulated other comprehensive income.......................................       199.3             432.4
                                                                                   ---------         ---------
       Total stockholders' equity...............................................    14,838.8          14,086.4
                                                                                   ---------         ---------
                                                                                   $38,781.4         $35,744.5
                                                                                   =========         =========
</TABLE>
See notes to condensed consolidated financial statements.

                                        2


<PAGE>

                      COMCAST CORPORATION AND SUBSIDIARIES
                                    FORM 10-Q
                        QUARTER ENDED SEPTEMBER 30, 2001
               CONDENSED CONSOLIDATED STATEMENT OF OPERATIONS AND
                     RETAINED EARNINGS (ACCUMULATED DEFICIT)
                                   (Unaudited)

<TABLE>
<CAPTION>
                                                                        (Amounts in millions, except per share data)
                                                                           Three Months Ended   Nine Months Ended
                                                                              September 30,       September 30,
                                                                             2001      2000      2001      2000
                                                                           --------- --------- --------- ---------
<S>                                                                         <C>       <C>       <C>       <C>
REVENUES
    Service revenues....................................................... $1,460.4  $1,139.7  $4,195.0  $3,399.1
    Net sales from electronic retailing....................................    895.1     820.3   2,655.1   2,411.9
                                                                           --------- --------- --------- ---------
                                                                             2,355.5   1,960.0   6,850.1   5,811.0
                                                                           --------- --------- --------- ---------
COSTS AND EXPENSES
    Operating..............................................................    679.1     516.5   1,991.6   1,594.4
    Cost of goods sold from electronic retailing...........................    573.8     529.2   1,685.6   1,544.4
    Selling, general and administrative....................................    396.8     308.6   1,125.8     876.8
    Depreciation...........................................................    288.2     223.2     760.4     599.9
    Amortization...........................................................    595.8     438.9   1,698.7   1,242.3
                                                                           --------- --------- --------- ---------
                                                                             2,533.7   2,016.4   7,262.1   5,857.8
                                                                           --------- --------- --------- ---------
OPERATING LOSS.............................................................   (178.2)    (56.4)   (412.0)    (46.8)
OTHER INCOME (EXPENSE)
    Interest expense.......................................................   (190.7)   (175.2)   (549.2)   (507.0)
    Investment income......................................................    328.3      65.4   1,045.7   1,024.8
    Income related to indexed debt.........................................            1,064.0               666.0
    Equity in net losses of affiliates.....................................    (19.5)     (3.7)    (26.1)     (7.7)
    Other income (expense).................................................     (7.0)  1,133.1   1,180.9   1,124.5
                                                                           --------- --------- --------- ---------
                                                                               111.1   2,083.6   1,651.3   2,300.6
                                                                           --------- --------- --------- ---------
INCOME (LOSS) BEFORE INCOME TAXES, MINORITY INTEREST, EXTRAORDINARY
    ITEMS AND CUMULATIVE EFFECT OF ACCOUNTING CHANGE.......................    (67.1)  2,027.2   1,239.3   2,253.8
INCOME TAX EXPENSE.........................................................    (13.5)   (752.3)   (602.9)   (905.6)
                                                                           --------- --------- --------- ---------
INCOME (LOSS) BEFORE MINORITY INTEREST, EXTRAORDINARY ITEMS AND
    CUMULATIVE EFFECT OF ACCOUNTING CHANGE.................................    (80.6)  1,274.9     636.4   1,348.2
MINORITY INTEREST..........................................................    (26.2)    (25.8)    (89.8)    (86.7)
                                                                           --------- --------- --------- ---------
INCOME (LOSS) BEFORE EXTRAORDINARY ITEMS AND CUMULATIVE EFFECT
    OF ACCOUNTING CHANGE...................................................   (106.8)  1,249.1     546.6   1,261.5
EXTRAORDINARY ITEMS........................................................               (2.3)     (1.5)    (18.5)
CUMULATIVE EFFECT OF ACCOUNTING CHANGE.....................................                        384.5
                                                                           --------- --------- --------- ---------
NET INCOME (LOSS)..........................................................   (106.8)  1,246.8     929.6   1,243.0
PREFERRED DIVIDENDS........................................................               (7.6)              (22.7)
                                                                           --------- --------- --------- ---------
NET INCOME (LOSS) FOR COMMON STOCKHOLDERS..................................  ($106.8) $1,239.2    $929.6  $1,220.3
                                                                           ========= ========= ========= =========
RETAINED EARNINGS (ACCUMULATED DEFICIT)
    Beginning of period.................................................... $2,075.8   ($878.2) $1,056.5   ($619.8)
    Net income (loss)......................................................   (106.8)  1,246.8     929.6   1,243.0
    Retirement of common stock.............................................    (17.0)    (60.2)    (34.1)   (314.8)
                                                                           --------- --------- --------- ---------
    End of period.......................................................... $1,952.0    $308.4  $1,952.0    $308.4
                                                                           ========= ========= ========= =========
BASIC EARNINGS (LOSS) FOR COMMON STOCKHOLDERS PER COMMON SHARE
    Income (loss) before extraordinary items and cumulative effect
       of accounting change................................................   ($0.11)    $1.37     $0.58     $1.40
    Extraordinary items....................................................                                  (0.02)
    Cumulative effect of accounting change.................................                         0.40
                                                                           --------- --------- --------- ---------
       Net income (loss)...................................................   ($0.11)    $1.37     $0.98     $1.38
                                                                           ========= ========= ========= =========
BASIC WEIGHTED AVERAGE NUMBER OF COMMON SHARES OUTSTANDING.................    951.5     908.8     949.3     885.1
                                                                           ========= ========= ========= =========
DILUTED EARNINGS (LOSS) FOR COMMON STOCKHOLDERS PER COMMON SHARE
    Income (loss) before extraordinary items and cumulative effect
       of accounting change                                                   ($0.11)    $1.29     $0.56     $1.34
    Extraordinary items....................................................                                  (0.02)
    Cumulative effect of accounting change.................................                         0.40
                                                                           --------- --------- --------- ---------
       Net income (loss)...................................................   ($0.11)    $1.29     $0.96     $1.32
                                                                           ========= ========= ========= =========
DILUTED WEIGHTED AVERAGE NUMBER OF COMMON SHARES OUTSTANDING...............    951.5     965.6     964.7     943.1
                                                                           ========= ========= ========= =========
</TABLE>

See notes to condensed consolidated financial statements.

                                        3
<PAGE>

                      COMCAST CORPORATION AND SUBSIDIARIES
                                    FORM 10-Q
                        QUARTER ENDED SEPTEMBER 30, 2001
                 CONDENSED CONSOLIDATED STATEMENT OF CASH FLOWS
                                   (Unaudited)


<TABLE>
<CAPTION>
                                                                                     (Dollars in millions)
                                                                                  Nine Months Ended September 30,
                                                                                      2001             2000
                                                                                    ---------        ---------
<S>                                                                                <C>            <C>
OPERATING ACTIVITIES
   Net income...................................................................       $929.6         $1,243.0
   Adjustments to reconcile net income to net cash provided
    by operating activities:
     Depreciation...............................................................        760.4            599.9
     Amortization...............................................................      1,698.7          1,242.3
     Non-cash interest expense (income), net....................................         31.2            (29.9)
     Non-cash income related to indexed debt....................................                        (666.0)
     Equity in net losses of affiliates.........................................         26.1              7.7
     Gains on investments and other income, net.................................     (2,172.8)        (2,036.8)
     Minority interest..........................................................         89.8             86.7
     Extraordinary items........................................................          1.5             18.5
     Cumulative effect of accounting change.....................................       (384.5)
     Deferred income taxes and other............................................       (128.7)           558.2
                                                                                    ---------        ---------
                                                                                        851.3          1,023.6
     Changes in working capital.................................................        403.4           (208.9)
                                                                                    ---------        ---------
           Net cash provided by operating activities............................      1,254.7            814.7
                                                                                    ---------        ---------
FINANCING ACTIVITIES
   Proceeds from borrowings.....................................................      5,030.9          3,189.3
   Retirements and repayments of debt...........................................     (3,791.1)        (3,991.6)
   Issuances of common stock and sales of put options on common stock...........         23.2             23.8
   Repurchases of common stock..................................................        (27.1)          (290.3)
   Deferred financing costs.....................................................        (22.5)           (34.4)
                                                                                    ---------        ---------
           Net cash provided by (used in) financing activities..................      1,213.4         (1,103.2)
                                                                                    ---------        ---------
INVESTING ACTIVITIES
   Acquisitions, net of cash acquired...........................................       (917.5)          (161.0)
   Proceeds from sales of (purchases of) short-term investments, net............       (173.3)           904.6
   Purchases of investments.....................................................       (238.7)          (353.3)
   Increase in notes receivable.................................................       (400.0)           (50.0)
   Proceeds from sales of investments...........................................      1,151.5            992.8
   Capital expenditures.........................................................     (1,691.2)        (1,056.0)
   Additions to deferred charges................................................       (192.0)          (334.9)
                                                                                    ---------        ---------
           Net cash used in investing activities................................     (2,461.2)           (57.8)
                                                                                    ---------        ---------
INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS ...............................          6.9           (346.3)
CASH AND CASH EQUIVALENTS, beginning of period..................................        651.5            922.2
                                                                                    ---------        ---------
CASH AND CASH EQUIVALENTS, end of period........................................       $658.4           $575.9
                                                                                    =========        =========
</TABLE>

See notes to condensed consolidated financial statements.

                                        4
<PAGE>

                      COMCAST CORPORATION AND SUBSIDIARIES
                                    FORM 10-Q
                        QUARTER ENDED SEPTEMBER 30, 2001
              NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
                                   (Unaudited)

1.   CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

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

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

     For a more complete  discussion of the  Company's  accounting  policies and
     certain other information,  refer to the financial  statements  included in
     the Company's  Annual  Report on Form 10-K for the year ended  December 31,
     2000.

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 Derivative  Instruments  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.

     For derivative  instruments  designated and effective as fair value hedges,
     changes  in  the  fair  value  of  the   derivative   instrument   will  be
     substantially  offset in the statement of operations by changes in the fair
     value of the hedged item.  For  derivative  instruments  designated as cash
     flow  hedges,  the  effective  portion  of any hedge is  reported  in other
     comprehensive  income until it is  recognized  in earnings  during the same
     period in which the hedged item affects earnings.  The ineffective  portion
     of all hedges will be recognized in current  earnings each period.  Changes
     in the fair value of derivative  instruments  that are not  designated as a
     hedge will be recorded each period in current earnings.

     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 and a cumulative decrease in other comprehensive income, net
     of related income taxes, of $127.0 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
     (see Note 6) and $191.3 million principally related to the reclassification
     of  gains  previously  recognized  as  a  component  of  accumulated  other
     comprehensive income on the Company's equity derivative instruments, net of
     related deferred income taxes.

     The decrease in other  comprehensive  income  consisted  principally of the
     reclassification of the gains noted above.

     SFAS No's. 141 and 142
     The Financial  Accounting  Standards  Board  ("FASB")  issued SFAS No. 141,
     "Business  Combinations"  and SFAS No. 142,  "Goodwill and Other Intangible
     Assets" in June 2001. These statements  address how intangible  assets that
     are acquired  individually,  with a group of other assets or in  connection
     with a business combination should be accounted for in financial statements
     upon and subsequent to their  acquisition.  The new statements require that
     all business  combinations  initiated  after June 30, 2001 be accounted for
     using  the  purchase  method  and  establish   specific  criteria  for  the
     recognition of intangible assets separately from goodwill.

     The Company  adopted  SFAS No. 141 on July 1, 2001,  as required by the new
     statement. The Company does not expect the adoption of SFAS No. 141 to have
     a material impact on its financial position or its results of operations.


                                        5
<PAGE>

                      COMCAST CORPORATION AND SUBSIDIARIES
                                    FORM 10-Q
                        QUARTER ENDED SEPTEMBER 30, 2001
        NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS - CONTINUED
                                   (Unaudited)

     The Company will adopt SFAS No. 142 on January 1, 2002,  as required by the
     new statement.  Upon adoption, the Company will no longer amortize goodwill
     and other indefinite lived intangible  assets,  which consist  primarily of
     cable franchise  operating rights. The Company will be required to test its
     goodwill and  intangible  assets that are  determined to have an indefinite
     life for impairment at least annually. Other than in those periods in which
     the Company may record an asset  impairment,  the Company  expects that the
     adoption  of SFAS No. 142 will  result in  increased  income as a result of
     reduced amortization expense.

     Based on the  Company's  preliminary  evaluation,  the  estimated pro forma
     effect  of  adoption  of SFAS No.  142  would be to  decrease  amortization
     expense by  approximately  $1.5 billion for the nine months ended September
     30, 2001 and $2.0 billion for the year ended December 31, 2001.

     SFAS No. 143
     The  FASB   issued  SFAS  No.  143,   "Accounting   for  Asset   Retirement
     Obligations," in June 2001. SFAS No. 143 addresses financial accounting and
     reporting  for  obligations  associated  with the  retirement  of  tangible
     long-lived  assets and the associated asset retirement  costs. SFAS No. 143
     is effective  for fiscal  years  beginning  after June 15, 2002.  While the
     Company is  currently  evaluating  the impact the  adoption of SFAS No. 143
     will have on its financial position and results of operations,  it does not
     expect such impact to be material.

     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.  While the
     Company is  currently  evaluating  the impact the  adoption of SFAS No. 144
     will have on its financial position and results of operations,  it does not
     expect such impact to be material.

     EITF 00-25
     In April 2001, the Emerging  Issues Task Force ("EITF") of the FASB reached
     a consensus on EITF 00-25,  "Vendor Income  Statement  Characterization  of
     Consideration  Paid to a Reseller  of the  Vendor's  Products."  EITF 00-25
     requires  that  consideration  paid to customers  should be classified as a
     reduction  of  revenue  unless  certain  criteria  are met.  Certain of the
     Company's  programming  networks have paid or may pay distribution  fees to
     cable  television  and  satellite  broadcast  systems for carriage of their
     programming.  The Company currently  classifies these  distribution fees as
     expense in its statement of  operations.  Upon adoption of EITF 00-25,  the
     Company will reclassify  certain of these distribution fees from expense to
     a  revenue  reduction  for  all  periods  presented  in  its  statement  of
     operations.  The  change  in  classification  will  have no  impact  on the
     Company's reported operating loss or financial  position.  The Company will
     adopt EITF 00-25 on January 1, 2002. The effect of the  reclassification of
     cable television and satellite broadcast  distribution fees from expense to
     a reduction of revenue is to decrease the amounts reported in the Company's
     statement of operations as follows (in millions):


<TABLE>
<CAPTION>
                                         Three Months             Nine Months
                                             Ended                   Ended                 Year Ended
                                         September 30,           September 30,            December 31,
                                        2001       2000         2001       2000         2000       1999
                                       ------     ------       -------    -------      -------    -------

<S>                                      <C>        <C>          <C>        <C>          <C>         <C>
Service revenues......................   $6.5       $5.8         $23.1      $11.5        $17.3       $4.6
Selling, general and administrative
   expense............................   $1.1       $1.4          $3.6       $4.3         $5.3       $4.2
Amortization expense..................   $5.4       $4.4         $19.5       $7.2        $12.0       $0.4
</TABLE>


                                        6

<PAGE>

                      COMCAST CORPORATION AND SUBSIDIARIES
                                    FORM 10-Q
                        QUARTER ENDED SEPTEMBER 30, 2001
        NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS - CONTINUED
                                   (Unaudited)

3.   EARNINGS (LOSS) PER SHARE

     Earnings  (loss) for common  stockholders  per common  share is computed by
     dividing net income (loss),  after deduction of preferred stock  dividends,
     when   applicable,   by  the  weighted  average  number  of  common  shares
     outstanding during the period on a basic and diluted basis.

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

<TABLE>
<CAPTION>
                                                             (Amounts in millions, except per share data)
                                                             Three Months Ended      Nine Months Ended
                                                               September 30,           September 30,
                                                               2001       2000        2001       2000
                                                             ---------  ---------   ---------  ---------
<S>                                                            <C>       <C>           <C>      <C>
     Net income (loss) for common stockholders............     ($106.8)  $1,239.2      $929.6   $1,220.3
     Preferred dividends..................................                    7.6                   22.7
                                                             ---------  ---------   ---------  ---------
     Net income (loss) for common stockholders used
       for Diluted EPS....................................     ($106.8)  $1,246.8      $929.6   $1,243.0
                                                             =========  =========   =========  =========
     Basic weighted average number of common shares
       outstanding........................................       951.5      908.8       949.3      885.1
     Dilutive securities:
       Series B convertible preferred stock...............                   42.5         1.4       42.5
       Stock option and restricted stock plans............                   14.0        14.0       15.4
       Put options on Class A Special Common Stock........                    0.3                    0.1
                                                             ---------  ---------   ---------  ---------
     Diluted weighted average number of common shares
       outstanding........................................       951.5      965.6       964.7      943.1
                                                             =========  =========   =========  =========
     Diluted earnings (loss) for common stockholders
       per common share...................................      ($0.11)     $1.29       $0.96      $1.32
                                                             =========  =========   =========  =========
</TABLE>

     In  December  2000 and January  2001,  the Company  issued  $1.478  billion
     aggregate   principal  amount  at  maturity  of  Zero  Coupon   Convertible
     Debentures  due 2020 (the "Zero Coupon  Debentures" - see Note 6). The Zero
     Coupon  Debentures  may be  converted  at any time prior to maturity if the
     closing sale price of the Company's Class A Special Common Stock is greater
     than 110% of the accreted  conversion  price (as defined).  The Zero Coupon
     Debentures  were  excluded  from the  computation  of  Diluted  EPS for the
     interim  periods in 2001 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.

     Potentially  dilutive securities related to the Company's stock options and
     restricted  stock plans were excluded from the  computation  of Diluted EPS
     for the three months ended  September 30, 2001 because their effect on loss
     for common stockholders per common share was antidilutive.

4.   ACQUISITIONS AND OTHER SIGNIFICANT EVENTS

     Adelphia Cable Systems Exchange
     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 a
     pre-tax gain of $1.199 billion representing the difference

                                        7
<PAGE>

                      COMCAST CORPORATION AND SUBSIDIARIES
                                    FORM 10-Q
                        QUARTER ENDED SEPTEMBER 30, 2001
        NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS - CONTINUED
                                   (Unaudited)

     between the estimated fair value as of the closing date of the  transaction
     and the Company's cost basis in the systems exchanged.

     Home Team Sports Acquisition
     On February 14, 2001,  the Company  acquired Home Team Sports (now known as
     Comcast  SportsNet - MidAtlantic),  a regional sports  programming  network
     serving  approximately 4.8 million homes in the Mid-Atlantic  region,  from
     Viacom, Inc. ("Viacom") and Affiliated  Regional  Communications,  Ltd. (an
     affiliate of Fox Cable Network Services,  LLC ("Fox")).  The Company agreed
     to increase the  distribution of certain of Viacom's and Fox's  programming
     networks on certain of the Company's  cable  systems.  The  estimated  fair
     value of Home Team Sports as of the  closing  date of the  acquisition  was
     $240.0 million.

     AT&T Cable Systems Acquisition
     On April 30, 2001, the Company acquired cable systems serving approximately
     585,000  subscribers from AT&T Corp. ("AT&T") in exchange for approximately
     63.9  million  shares of AT&T common  stock then held by the  Company.  The
     market value of the AT&T shares was approximately $1.423 billion,  based on
     the price of the AT&T common stock on the closing date of the  transaction.
     Under the terms of the  agreement  between the  Company and AT&T,  however,
     approximately  39.6 million shares of the AT&T common stock included in the
     exchange were valued at $54.41 per share for purposes of the exchange.  The
     transaction  is  expected to qualify as tax free to both the Company and to
     AT&T.

     Acquisition of Controlling Interest in the Golf Channel
     On June 8, 2001, the Company acquired the approximate 30.8% interest in The
     Golf  Channel  ("TGC")  held  by  Fox   Entertainment   Group,  Inc.  ("Fox
     Entertainment"),  a  subsidiary  of The  News  Corporation  Limited  ("News
     Corp.").   In  addition,   Fox  and  News  Corp.   agreed  to  a  five-year
     non-competition  agreement.  The Company paid  aggregate  consideration  of
     $364.9 million in cash. The Company previously  accounted for TGC under the
     equity  method.  The  Company  now  owns  approximately  91.0%  of TGC  and
     consolidates TGC.

     Baltimore, Maryland System Acquisition
     On  June  30,  2001,   the  Company   acquired  the  cable  system  serving
     approximately  112,000  subscribers  in  Baltimore,  Maryland from AT&T for
     $518.7 million in cash. The purchase price is subject to adjustment.

     The Company  accounted for the  acquisitions  under the purchase  method of
     accounting. As such, the Company's results include the operating results of
     the acquired businesses from the dates of acquisition.  The Company's cable
     systems  exchange with Adelphia,  the Home Team Sports  acquisition and the
     AT&T cable systems  acquisition had no significant  impact on the Company's
     statement  of cash  flows  during  2001 due to their  noncash  nature.  The
     allocations of the purchase price for the 2001 acquisitions are preliminary
     pending completion of final appraisals (see Note 8).

     Option to Acquire Outdoor Life Network
     During  the third  quarter of 2001,  the  Company  exercised  its option to
     acquire from Fox  Entertainment  the approximate  83.2% interest in Outdoor
     Life Network ("OLN") not previously  owned by the Company.  Upon closing of
     the  acquisition  on October  30,  2001,  the Company  exchanged  its 14.5%
     interest in the  Speedvision  Network  ("SVN"),  together with a previously
     made loan, with Fox Entertainment for Fox Entertainment's  interest in OLN.
     The  Company no longer  owns any  interest in SVN and now owns 100% of OLN.
     The Company will consolidate OLN beginning in the fourth quarter of 2001.

     Offer to Acquire AT&T Broadband
     On July 8, 2001,  the Company made an  unsolicited  proposal to acquire the
     core broadband assets of AT&T ("AT&T  Broadband") by issuing 1.0525 billion
     shares of the  Company's  common stock and assuming  $13.5  billion of AT&T
     debt. On July 18, 2001,  AT&T  announced that it had rejected the Company's
     proposal  and  authorized  the   exploration  of  financial  and  strategic
     alternatives relating to AT&T Broadband. On September 28, 2001, the Company
     entered into a  reciprocal  confidentiality  agreement  with AT&T that will
     permit the exchange of

                                        8

<PAGE>

                      COMCAST CORPORATION AND SUBSIDIARIES
                                    FORM 10-Q
                        QUARTER ENDED SEPTEMBER 30, 2001
        NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS - CONTINUED
                                   (Unaudited)

     information  between the two companies.  There can be no assurance that any
     transaction  relating to AT&T  Broadband  will occur,  or, if a transaction
     does occur, what the terms of the transaction would be.

     Excite@Home Services
     On  September  28,  2001,  Excite@Home  Corporation  ("Excite@Home"),   the
     Company's  provider  of  high-speed  Internet  access  services,  filed for
     protection under Chapter 11 of the U.S. Bankruptcy Code. Subsequent to this
     filing,  the Company  and  Excite@Home  entered  into an  amendment  to the
     Company's distribution agreement under which Excite@Home agreed to continue
     to  provide  high-speed  Internet  access  services  to  existing  and  new
     customers  through  November 30, 2001. While there can be no assurance that
     further  developments  in this  bankruptcy  proceeding  will not  adversely
     affect the Company's  ability to provide  high-speed  Internet access,  the
     Company  believes that it will be able to continue to provide such services
     to existing  and new  customers  through and  following  November 30, 2001.
     Further,  while there can be no assurance that future developments will not
     result in additional short-term costs for the Company, the Company believes
     that such costs will not have a material  adverse  effect on the  Company's
     financial results.

     Unaudited Pro Forma Information
     The following  unaudited pro forma information has been presented as if the
     acquisitions  and cable systems  exchanges  made by the Company in 2001 and
     2000 each  occurred on January 1, 2000.  For a discussion  of the Company's
     2000  acquisitions  and  cable  systems  exchange,  refer to the  financial
     statements  included in the  Company's  Annual  Report on Form 10-K for the
     year  ended  December  31,  2000.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, 2000.


<TABLE>
<CAPTION>
                                                                           (Amounts in millions,
                                                                          except per share data)
                                                                      Nine Months Ended September 30,
                                                                             2001          2000
                                                                         ------------   -----------

<S>                                                                          <C>           <C>
                Revenues.............................................        $7,043.6      $6,402.4
                Income before extraordinary items and
                  cumulative effect of accounting change.............          $535.6      $1,036.7
                Net income...........................................          $918.6      $1,018.2
                Diluted EPS..........................................           $0.95         $1.07
</TABLE>

     Other Income
     In August 2000, the Company  obtained the right to exchange its Excite@Home
     Series A Common  Stock  (the  "Excite@Home  Stock")  with  AT&T and  waived
     certain of its  Excite@Home  Board  level and  shareholder  rights  under a
     stockholders  agreement (the "Share  Exchange  Agreement"- see Note 5). The
     Company  also agreed to cause its  existing  appointee  to the  Excite@Home
     Board of Directors  to resign.  In  connection  with the  transaction,  the
     Company  recorded  to  other  income  a  pre-tax  gain of  $1.045  billion,
     representing  the estimated  fair value of the investment as of the closing
     date.

     In August 2000, the Company  exchanged all of the capital stock of a wholly
     owned subsidiary which held certain wireless licenses for approximately 3.2
     million shares of AT&T common stock. In connection  with the exchange,  the
     Company  recorded  to  other  income  a  pre-tax  gain  of  $98.1  million,
     representing  the  difference  between  the fair  value of the AT&T  shares
     received of $100.0 million and the Company's cost basis in the subsidiary.

                                        9
<PAGE>

                      COMCAST CORPORATION AND SUBSIDIARIES
                                    FORM 10-Q
                        QUARTER ENDED SEPTEMBER 30, 2001
        NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS - CONTINUED
                                   (Unaudited)

5.   INVESTMENTS

<TABLE>
<CAPTION>
                                                                               September 30,   December 31,
                                                                                   2001            2000
                                                                              --------------- --------------
                                                                                  (Dollars in millions)

<S>                                                                                 <C>            <C>
           Fair value method
                  AT&T Corp............................................             $1,611.8       $1,174.3
                  Sprint Corp. PCS Group...............................              2,216.3        2,149.8
                  Other................................................                172.5        1,873.0
                                                                              --------------  -------------
                                                                                     4,000.6        5,197.1
           Cost method.................................................                345.1          128.4
           Equity method...............................................                228.5          396.1
                                                                              --------------  -------------
                  Total investments....................................              4,574.2        5,721.6

           Less, current investments...................................              1,271.9        3,059.7
                                                                              --------------  -------------
           Non-current investments.....................................             $3,302.3       $2,661.9
                                                                              ==============  =============
</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, 2001 and December 31, 2000 of $341.5 million and $707.1
     million,  respectively,  have been reported in the Company's  balance sheet
     principally as a component of accumulated other  comprehensive  income, net
     of related  deferred  income  taxes of $119.5  million and $240.0  million,
     respectively.

     In June 2001,  the Company and AT&T  entered  into an Amended and  Restated
     Share Issuance Agreement (the "Share Issuance  Agreement").  AT&T issued to
     the Company  approximately 80.3 million  unregistered shares of AT&T common
     stock and the Company  agreed to settle its right under the Share  Exchange
     Agreement (see Note 4 - Other Income) to exchange an aggregate 31.2 million
     Excite@Home  shares and  warrants  held by the  Company  for shares of AT&T
     common stock.  The Company has  registration  rights,  subject to customary
     restrictions,  which allow the Company to require AT&T to register the AT&T
     shares  received.  Under  the terms of the Share  Issuance  Agreement,  the
     Company  retained  the  Excite@Home  shares  and  warrants  held by it. The
     Company  recorded to  investment  income a pre-tax gain of $296.3  million,
     representing the fair value of the increased  consideration received by the
     Company to settle its right under the Share Exchange Agreement.

     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.

     In August 2001,  the Company  entered into a ten year prepaid  forward sale
     (the  "Prepaid  Forward") of 4.0 million  shares of Sprint PCS common stock
     held by the Company with a fair value of approximately  $98 million and the
     Company  received $78.3 million in cash. At maturity,  the  counterparty is
     entitled to receive  between  2.5 million and 4.0 million  shares of Sprint
     PCS common stock, or an equivalent  amount of cash at the Company's option,
     based upon the market  value of Sprint PCS common  stock at that time.  The
     Company  split  the  Prepaid  Forward  into its  liability  and  derivative
     components and recorded the Prepaid  Forward  obligation in other long-term
     liabilities.

     The unrealized  pre-tax losses on cash flow hedges as of September 30, 2001
     of $4.7  million have been  reported in the  Company's  balance  sheet as a
     component  of  accumulated  other  comprehensive  income,  net  of  related
     deferred income taxes of $1.6 million.


                                       10

<PAGE>

                      COMCAST CORPORATION AND SUBSIDIARIES
                                    FORM 10-Q
                        QUARTER ENDED SEPTEMBER 30, 2001
        NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS - CONTINUED
                                   (Unaudited)

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

<TABLE>
<CAPTION>
                                                                Three Months Ended         Nine Months Ended
                                                                  September 30,              September 30,
                                                                 2001        2000          2001        2000
                                                               --------    --------      ---------   ---------
<S>                                                             <C>         <C>            <C>        <C>
     Interest and dividend income..............................   $25.6       $37.9          $60.6      $143.1
     Gains on sales and exchanges of investments...............    17.2        27.5          476.8       889.1
     Investment impairment losses..............................   (15.7)                    (954.8)       (7.4)
     Reclassification of unrealized gains......................   237.9                    1,330.3
     Unrealized gain on Sprint PCS common stock................   154.5                      420.1
     Mark to market adjustments on derivatives related
          to Sprint PCS common stock...........................  (120.2)                    (311.7)
     Mark to market adjustments on derivatives and
          hedged items.........................................    29.0                       24.4
                                                               --------    --------      ---------   ---------

          Investment income....................................  $328.3       $65.4       $1,045.7    $1,024.8
                                                               ========    ========      =========   =========
</TABLE>

     The investment impairment loss for the nine months ended September 30, 2001
     relates  principally  to an other than  temporary  decline in the Company's
     investment in AT&T, a portion of which was exchanged on April 30, 2001 (see
     Note 4 - AT&T Cable Systems Acquisition).

     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. The Company recorded
     this accumulated  unrealized gain prior to the Company's designation of its
     right  under  the  Share  Exchange  Agreement  as a hedge of the  Company's
     investment in the Excite@Home common stock (see Note 4 - Other Income).

     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. As a result,  the Company  reclassified  to investment  income 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.

6.   LONG-TERM DEBT

     Senior Notes Offerings
     Comcast  Cable  Communications,  Inc.  ("Comcast  Cable"),  a wholly  owned
     subsidiary of the Company, sold an aggregate of $3.0 billion of public debt
     during the nine months ended September 30, 2001 consisting of the following
     (dollars in millions):


         Issue Date                    Amount            Rate      Maturity
         ----------                    ------            ----      --------

        January 2001                    $500.0           6.375%      2006
        January 2001                   1,000.0            6.75%      2011
        May/June 2001                    750.0           6.875%      2009
        May/June 2001                    750.0           7.125%      2013
                                  ------------
        Total                         $3,000.0
                                  ------------


                                       11

<PAGE>

                      COMCAST CORPORATION AND SUBSIDIARIES
                                    FORM 10-Q
                        QUARTER ENDED SEPTEMBER 30, 2001
        NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS - CONTINUED
                                   (Unaudited)

     Comcast Cable used substantially all of the net proceeds from the offerings
     to repay a portion of the amounts  outstanding  under its commercial  paper
     program,  revolving credit facility and notes payable to affiliates, and to
     fund acquisitions.

     Zero Coupon Convertible Debentures
     In December 2000, the Company  issued $1.285  billion  principal  amount at
     maturity of Zero Coupon  Debentures  for  proceeds  of $1.002  billion.  In
     January 2001,  the Company issued an additional  $192.8  million  principal
     amount  at  maturity  of Zero  Coupon  Debentures  for  proceeds  of $150.3
     million.  The Company used  substantially  all of the net proceeds from the
     offering  to repay a  portion  of the  amounts  outstanding  under  Comcast
     Cable's commercial paper program and revolving credit facility.

     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,  2001,  the number of Sprint PCS shares  held by the Company
     exceeded the number of ZONES outstanding.

     As of September  30, 2001 and December 31, 2000,  long-term  debt  includes
     $1.697 billion and $1.807 billion, respectively, of ZONES. Upon adoption of
     SFAS No. 133, the Company  split the ZONES into their  derivative  and debt
     components.  In  connection  with the adoption of SFAS No. 133, the Company
     recorded the debt  component  of the ZONES at a discount  from its value at
     maturity  resulting in a reduction in the outstanding  balance of the ZONES
     of $400.2 million (see Note 2).

     The  Company  recorded  the  increase  in the fair value of the  derivative
     component of the ZONES (see Note 5) and the increase in the carrying  value
     of the debt component of the ZONES as follows (in millions):

<TABLE>
<CAPTION>
                                                                            Three Months           Nine Months
                                                                               Ended                  Ended
                                                                         September 30, 2001     September 30, 2001
                                                                       ----------------------  --------------------
<S>                                                                              <C>                   <C>
     Increase in derivative component to investment income.........              $98.5                 $274.1
     Increase in debt component to interest expense................               $5.6                  $16.6
</TABLE>

     Extraordinary Items
     Extraordinary  items during the interim periods consist of unamortized debt
     issue costs and debt  extinguishment  costs,  net of related tax  benefits,
     expensed  principally  in connection  with the redemption and retirement of
     certain indebtedness.

     Interest Rates
     As of September  30, 2001 and December 31, 2000,  the  Company's  effective
     weighted  average interest rate on its long-term debt outstanding was 5.73%
     and 6.30%, respectively.

     Interest Rate Risk Management
     During the nine months ended  September 30, 2001, the Company  entered into
     $500.0 million aggregate notional amount of fixed to variable interest rate
     exchange  agreements  ("Swaps") which mature between 2006 and 2008.  During
     the nine months ended September 30, 2001, $94.0 million aggregate  notional
     amount of the Company's  variable to fixed Swaps were either  terminated or
     expired.  As of September 30, 2001, the Company has Swaps with an aggregate
     notional amount of $1.234 billion.


                                       12

<PAGE>

                      COMCAST CORPORATION AND SUBSIDIARIES
                                    FORM 10-Q
                        QUARTER ENDED SEPTEMBER 30, 2001
        NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS - CONTINUED
                                   (Unaudited)

     Lines and Letters of Credit
     As of September 30, 2001,  certain  subsidiaries  of the Company had unused
     lines of credit of $3.943 billion under their respective credit facilities.

     As of September 30, 2001, the Company and certain of its  subsidiaries  had
     unused  irrevocable  standby  letters of credit  totaling $115.8 million to
     cover potential fundings under various agreements.

7.   STOCKHOLDERS' EQUITY

     Board-Authorized Repurchase Programs
     The  Company  repurchased  shares of its common  stock  during the  interim
     periods as follows (shares and dollars in millions):


<TABLE>
<CAPTION>
                                                               Three Months Ended       Nine Months Ended
                                                                  September 30,          September 30,
                                                                2001        2000       2001        2000
                                                             ---------  ----------  ---------  ----------
<S>                                                              <C>         <C>        <C>        <C>
     Shares repurchased...................................         0.8         2.1        0.8         8.1
     Aggregate consideration..............................       $27.1       $70.7      $27.1      $290.3
</TABLE>

     Common Equity Put Options
     The Company  sold put options on 2.0 million  shares of its Class A Special
     Common Stock during the nine months ended  September 30, 2000 in connection
     with the Company's repurchase  programs.  Put options on 0.7 million shares
     expired  unexercised  during the fourth quarter of 2000 while the remaining
     put  options on 1.3  million  shares  expired  unexercised  during the nine
     months ended September 30, 2001.

     The  Company  reclassified  $54.6  million,  the  amount it would have been
     obligated  to pay to  repurchase  such  shares  had  the put  options  been
     exercised,  from  common  equity put  options to  additional  capital  upon
     expiration of the put options during 2001.

     Conversion of Series B Preferred Stock
     In March 2001, the Company issued  approximately  4.2 million shares of its
     Class A  Special  Common  Stock to the  holder  of the  Company's  Series B
     Preferred  Stock in  connection  with the holder's  election to convert the
     remaining $59.5 million at redemption value of Series B Preferred Stock.

     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,
                                                                2001       2000       2001        2000
                                                             ---------  ----------  ---------  ----------
<S>                                                            <C>        <C>          <C>       <C>
     Net income (loss)....................................     ($106.8)   $1,246.8     $929.6    $1,243.0
     Unrealized losses on marketable securities...........       (88.4)   (1,316.7)    (220.6)   (4,376.1)
     Unrealized losses on the effective portion
       of cash flow hedges................................        (1.4)                  (3.1)
     Foreign currency translation losses..................        (2.7)       (4.8)      (9.4)       (9.1)
                                                             ---------  ----------  ---------  ----------
     Comprehensive income (loss)..........................     ($199.3)     ($74.7)    $696.5   ($3,142.2)
                                                             =========  ==========  =========  ==========
</TABLE>


                                       13
<PAGE>

                      COMCAST CORPORATION AND SUBSIDIARIES
                                    FORM 10-Q
                        QUARTER ENDED SEPTEMBER 30, 2001
        NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS - CONTINUED
                                   (Unaudited)

8.   STATEMENT OF CASH FLOWS - SUPPLEMENTAL INFORMATION

     The fair  values of the  assets and  liabilities  acquired  by the  Company
     through  noncash  transactions  during 2001 (see Note 4) are as follows (in
     millions):


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

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

<TABLE>
<CAPTION>
                                                      Three Months Ended      Nine Months Ended
                                                        September 30,          September 30,
                                                      2001         2000      2001        2000
                                                    --------     --------  --------    --------
<S>                                                   <C>           <C>      <C>         <C>
     Interest......................................   $129.8        $96.4    $426.5      $454.8
     Income taxes..................................    $10.4        $63.9    $136.8      $660.8
</TABLE>

9.   COMMITMENTS AND CONTINGENCIES

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

     In  connection  with a license  awarded  to an  affiliate,  the  Company is
     contingently  liable in the event of  nonperformance  by the  affiliate  to
     reimburse a bank which has provided a performance guarantee.  The amount of
     the  performance  guarantee  is  approximately  $200  million;  however the
     Company's   current   estimate   of  the  amount  of  future   expenditures
     (principally in the form of capital  expenditures) that will be made by the
     affiliate  necessary to comply with the performance  requirements  will not
     exceed $75 million.


                                       14

<PAGE>

                      COMCAST CORPORATION AND SUBSIDIARIES
                                    FORM 10-Q
                        QUARTER ENDED SEPTEMBER 30, 2001
        NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS - CONTINUED
                                   (Unaudited)

10.  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, 2001
-------------------------------------
Revenues.............................................    $1,309.4          $895.1         $151.0       $2,355.5
Operating income (loss) before depreciation
     and amortization (2)............................       572.3           153.7          (20.2)         705.8
Depreciation and amortization........................       765.7            35.2           83.1          884.0
Operating income (loss)..............................      (193.4)          118.5         (103.3)        (178.2)
Interest expense.....................................       143.9             6.7           40.1          190.7
Capital expenditures.................................       449.6            39.4           43.3          532.3

Nine Months Ended September 30, 2001
------------------------------------
Revenues.............................................    $3,704.4        $2,655.1         $490.6       $6,850.1
Operating income (loss) before depreciation
     and amortization (2)............................     1,610.0           486.2          (49.1)       2,047.1
Depreciation and amortization........................     2,175.0           106.6          177.5        2,459.1
Operating income (loss)..............................      (565.0)          379.6         (226.6)        (412.0)
Interest expense.....................................       405.4            21.8          122.0          549.2
Capital expenditures.................................     1,398.9           107.4          184.9        1,691.2

Three Months Ended September 30, 2000
-------------------------------------
Revenues.............................................    $1,058.6          $820.3          $81.1       $1,960.0
Operating income (loss) before depreciation
     and amortization (2)............................       490.1           139.3          (23.7)         605.7
Depreciation and amortization........................       602.7            32.0           27.4          662.1
Operating income (loss)..............................      (112.6)          107.3          (51.1)         (56.4)
Interest expense.....................................       129.4             8.7           37.1          175.2
Capital expenditures.................................       358.0            51.3           35.6          444.9

Nine Months Ended September 30, 2000
------------------------------------
Revenues.............................................    $3,056.9        $2,411.9         $342.2       $5,811.0
Operating income (loss) before depreciation
     and amortization (2)............................     1,394.4           418.0          (17.0)       1,795.4
Depreciation and amortization........................     1,674.8            91.0           76.4        1,842.2
Operating income (loss)..............................      (280.4)          327.0          (93.4)         (46.8)
Interest expense.....................................       372.4            26.7          107.9          507.0
Capital expenditures.................................       849.6           129.2           77.2        1,056.0

As of September 30, 2001
------------------------
Assets...............................................    29,114.1         2,545.4        7,121.9      $38,781.4
Long-term debt, less current portion.................     7,874.6           123.8        3,496.4       11,494.8

As of December 31, 2000
-----------------------
Assets...............................................   $25,750.3        $2,503.0       $7,491.2      $35,744.5
Long-term debt, less current portion.................     6,711.0           302.0        3,504.4       10,517.4
     _______________
</TABLE>

                                       15

<PAGE>

                      COMCAST CORPORATION AND SUBSIDIARIES
                                    FORM 10-Q
                        QUARTER ENDED SEPTEMBER 30, 2001
        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 (see Note 5).

     (2)  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.

                                       16

<PAGE>

                      COMCAST CORPORATION AND SUBSIDIARIES
                                    FORM 10-Q
                        QUARTER ENDED SEPTEMBER 30, 2001


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

Overview

     We  have  grown  significantly  in  recent  years  both  through  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.

     We have acquired  cable systems in new  communities in which we do not have
established relationships with the franchising authority,  community leaders and
cable subscribers.  Further, a substantial number of new employees are being and
must continue to 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.

General Developments of Business

     Refer  to  Note 4 to our  financial  statements  included  in  Item 1 for a
discussion of our 2001 acquisitions and other significant events.

Liquidity and Capital Resources

     The  cable   communications  and  the  electronic  retailing  industry  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 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
2001. As of September 30, 2001,  certain of our subsidiaries had unused lines of
credit of $3.943 billion under their respective credit facilities.

     Refer  to  Note 6 to our  financial  statements  included  in  Item 1 for a
discussion  of our Zero  Coupon  Debentures.  Refer  to Note 9 to our  financial
statements  included  in  Item  1  for  a  discussion  of  our  commitments  and
contingencies.

     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, 2001 were $1.930 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.

     Capital Expenditures

     As  previously  disclosed,  we have  accelerated  our cable system  rebuild
program and have increased  deployment of cable modems and digital converters to
our customers. Additionally, our cable operations are accelerating our plans for
the migration of our high-speed  Internet  access  customers from  Excite@Home's
national network to our own broadband  communications  network.  As a result, we
currently expect to invest $2.025 billion in capital expenditures for our cable,
commerce and content  businesses in 2001, up from our previous estimate of $1.95
billion. We expect our consolidated  capital expenditures for 2001 to be between
$2.2 billion and $2.3 billion, consistent with our previous estimates.


                                       17

<PAGE>

                      COMCAST CORPORATION AND SUBSIDIARIES
                                    FORM 10-Q
                        QUARTER ENDED SEPTEMBER 30, 2001


     Financing

     As of  September  30, 2001 and  December  31,  2000,  our  long-term  debt,
including   current   portion,   was  $12.049   billion  and  $10.811   billion,
respectively.

     The $1.238  billion  increase  from December 31, 2000 to September 30, 2001
results principally from the effects of our net borrowings, offset by the $109.5
million aggregate reduction to the carrying value of our ZONES during 2001.

     Excluding the effects of interest rate risk management  instruments,  10.0%
and 28.5% of our long-term  debt as of September 30, 2001 and December 31, 2000,
respectively,  was at variable  rates.  The decrease  from  December 31, 2000 to
September  30,  2001  in the  percentage  of our  variable  rate  debt  was  due
principally to the effects of our 2001 financings described below.

     During 2001,  our wholly owned  subsidiary,  Comcast Cable  Communications,
Inc.  ("Comcast  Cable")  sold an aggregate of $3.0 billion of senior notes with
interest rates ranging from 6.375% to 7.125% and maturing between 2006 and 2013.
In addition,  in January 2001, we issued an additional  $192.8 million principal
amount at maturity of our Zero Coupon  Debentures.  We used substantially all of
the  net  proceeds  from  the  offerings  to  repay  a  portion  of the  amounts
outstanding  under Comcast Cable's  commercial  paper program,  revolving credit
facility and notes payable to affiliates, and to fund acquisitions.

     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 Notes 6 and 7 to our financial statements included in Item 1 for a
discussion of our 2001 financing activities.

     Equity Price Risk

     During  1999,  we entered  into  cashless  collar  agreements  (the "Equity
Collars") covering $1.365 billion notional amount of our Sprint PCS common stock
which we account for at fair value. The Equity Collars limit our exposure to and
benefits  from price  fluctuations  in the Sprint PCS common  stock.  During the
three and nine  months  ended  September  30,  2001,  $193.5  million and $483.7
million, respectively,  notional amount of Equity Collars matured and we sold or
entered into prepaid forward sales of the related Sprint PCS common stock. Refer
to Note 5 (see Derivatives) to our financial statements included in Item 1 for a
discussion  of our  prepaid  forward  sales of  Sprint  PCS  common  stock.  The
remaining  $881.0 million  notional amount of Equity Collars mature between 2002
and 2003. As we had accounted for the Equity Collars as a hedge,  changes in the
value of the Equity Collars were substantially offset by changes in the value of
the Sprint PCS common stock which were also marked to market through accumulated
other comprehensive income in our balance sheet through December 31, 2000.

     In  connection  with the  adoption of  Statement  of  Financial  Accounting
Standards ("SFAS") No. 133,  "Accounting for Derivative  Instruments and Hedging
Activities,"  as amended on January 1, 2001, we  reclassified  our investment in
Sprint PCS from an available for sale security to a trading security. During the
three and nine months ended  September 30, 2001,  the increase in the fair value
of our  investment  in Sprint  PCS  common  stock of $154.5  million  and $420.1
million,  respectively,  was  substantially  offset by the  decrease in the fair
value of the Equity Collars and the increase in the fair value of the derivative
components of the ZONES and prepaid forward sales.  See "Results of Operations -
Investment Income" below.

     Interest Rate Risk

     During the nine months ended  September  30,  2001,  we entered into $500.0
million  aggregate  notional amount of fixed to variable  interest rate exchange
agreements  ("Swaps") which mature between 2006 and 2008. During the nine months
ended  September  30,  2001,  $94.0  million  aggregate  notional  amount of our
variable to fixed Swaps were either  terminated or expired.  As of September 30,
2001, the Company has $283.7 million  aggregate  notional  amount of variable to
fixed Swaps with an average pay rate of 5.3% and an average receive rate of 3.7%
and $950.0 million aggregate  notional amount of fixed to variable Swaps with an
average pay rate of 5.1% and an average receive rate of 7.5%.
                             _______________________

Statement of Cash Flows

     Cash and cash  equivalents  increased $6.9 million as of September 30, 2001
from December 31, 2000. The increase in cash and cash equivalents  resulted from
cash flows from operating, financing and investing activities

                                       18

<PAGE>

                      COMCAST CORPORATION AND SUBSIDIARIES
                                    FORM 10-Q
                        QUARTER ENDED SEPTEMBER 30, 2001


which are explained below.

     Net cash provided by operating  activities  amounted to $1.255  billion for
the nine months ended  September  30, 2001,  due  principally  to our  operating
income before  depreciation and amortization (see "Results of Operations"),  and
by  changes  in  working  capital  as a result  of the  timing of  receipts  and
disbursements and the effects of net interest and current income tax expense.

     Net  cash  provided  by  financing   activities   includes  borrowings  and
repayments  of debt,  as well as the  issuances  and  repurchases  of our equity
securities. Net cash provided by financing activities was $1.213 billion for the
nine months ended September 30, 2001. During the nine months ended September 30,
2001, we borrowed $5.031 billion, consisting primarily of:
    o    $2.991 billion from Comcast Cable's senior
         notes offerings,
    o    $150.3 million from our Zero Coupon
         Debentures offering,
    o    $1.369 billion under Comcast Cable's
         commercial paper program, and
    o    $517.7 million under revolving credit facilities.

     During the nine months ended  September 30, 2001, we repaid $3.791  billion
of our long-term debt, consisting primarily of:
    o    $2.256 billion under Comcast Cable's
         commercial paper program, and
    o    $1.520 billion on certain of our revolving credit
         facilities.

     In addition,  during the nine months ended  September 30, 2001, we received
proceeds  of  $23.2  million  related  to  issuances  of our  common  stock,  we
repurchased  $27.1 million of our common stock, and we incurred $22.5 million of
deferred financing costs.

     Net cash used in investing activities includes the effects of acquisitions,
net of cash acquired, purchases of investments, capital expenditures,  increases
in notes receivable and additions to deferred  charges,  offset by proceeds from
sales of investments.  Net cash used in investing  activities was $2.461 billion
for the nine months ended September 30, 2001.

     During the nine months ended September 30, 2001, acquisitions,  net of cash
acquired, amounted to $917.5 million, consisting primarily of:
    o    $518.7 million for the cable system serving
         Baltimore City, and
    o    $305.9 million for a controlling interest in The
         Golf Channel.


Results of Operations

     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)
                                                                  2001        2000          $           %
                                                                ---------   ---------   ----------  ---------
<S>                                                              <C>         <C>            <C>          <C>
Revenues.....................................................    $2,355.5    $1,960.0       $395.5       20.2%
Cost of goods sold from electronic retailing.................       573.8       529.2         44.6        8.4
Operating, selling, general and administrative expenses......     1,075.9       825.1        250.8       30.4
                                                                ---------   ---------   ----------  ---------
Operating income before depreciation and amortization (1)....       705.8       605.7        100.1       16.6
Depreciation.................................................       288.2       223.2         65.0       29.1
Amortization.................................................       595.8       438.9        156.9       35.7
                                                                ---------   ---------   ----------  ---------
Operating loss...............................................      (178.2)      (56.4)       121.8      216.0
                                                                ---------   ---------   ----------  ---------
Interest expense.............................................      (190.7)     (175.2)        15.5        8.8
Investment income............................................       328.3        65.4        262.9      402.0
Income related to indexed debt...............................                 1,064.0     (1,064.0)        NM
Equity in net losses of affiliates...........................       (19.5)       (3.7)        15.8      427.0
Other income (expense).......................................        (7.0)    1,133.1     (1,140.1)        NM
Income tax expense...........................................       (13.5)     (752.3)      (738.8)     (98.2)
Minority interest............................................       (26.2)      (25.8)         0.4        1.6
                                                                ---------   ---------   ----------  ---------
Income (loss) before extraordinary items and cumulative
   effect of accounting change...............................     ($106.8)   $1,249.1    ($1,355.9)        NM
                                                                =========   =========   ==========  =========
</TABLE>

                                       19

<PAGE>

                      COMCAST CORPORATION AND SUBSIDIARIES
                                    FORM 10-Q
                        QUARTER ENDED SEPTEMBER 30, 2001

<TABLE>
<CAPTION>
                                                                  Nine Months Ended
                                                                    September 30,       Increase / (Decrease)
                                                                  2001        2000          $           %
                                                                ---------   ---------   ---------   ---------
<S>                                                              <C>         <C>         <C>             <C>
Revenues.....................................................    $6,850.1    $5,811.0    $1,039.1        17.9%
Cost of goods sold from electronic retailing.................     1,685.6     1,544.4       141.2         9.1
Operating, selling, general and administrative expenses......     3,117.4     2,471.2       646.2        26.1
                                                                ---------   ---------   ---------   ---------
Operating income before depreciation and amortization (1)....     2,047.1     1,795.4       251.7        14.0
Depreciation.................................................       760.4       599.9       160.5        26.8
Amortization.................................................     1,698.7     1,242.3       456.4        36.7
                                                                ---------   ---------   ---------   ---------
Operating loss...............................................      (412.0)      (46.8)      365.2       780.3
                                                                ---------   ---------   ---------   ---------
Interest expense.............................................      (549.2)     (507.0)       42.2         8.3
Investment income............................................     1,045.7     1,024.8        20.9         2.0
Income related to indexed debt...............................                   666.0      (666.0)         NM
Equity in net losses of affiliates...........................       (26.1)       (7.7)       18.4       239.0
Other income.................................................     1,180.9     1,124.5        56.4         5.0
Income tax expense...........................................      (602.9)     (905.6)     (302.7)      (33.4)
Minority interest............................................       (89.8)      (86.7)        3.1         3.6
                                                                ---------   ---------   ---------   ---------
Income before extraordinary items and cumulative
   effect of accounting change...............................      $546.6    $1,261.5     ($714.9)      (56.7%)
                                                                =========   =========   =========   =========
</TABLE>

____________
(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.


                                       20

<PAGE>

                      COMCAST CORPORATION AND SUBSIDIARIES
                                    FORM 10-Q
                        QUARTER ENDED SEPTEMBER 30, 2001


Operating Results by Business Segment

     The following  represent the operating results of our significant  business
segments,  "Cable" and "Commerce." Refer to Note 10 to our financial  statements
included in Item 1 (dollars in millions).:


<TABLE>
<CAPTION>
Cable                                                             Three Months Ended
                                                                     September 30,        Increase / (Decrease)
                                                                   2001        2000           $           %
                                                                 ---------   ---------    ---------    --------
<S>                                                               <C>           <C>          <C>           <C>
Video.......................................................      $1,110.2      $926.0       $184.2        19.9%
Cable modem.................................................          83.4        30.0         53.4       178.0
Advertising sales...........................................          83.3        69.2         14.1        20.4
Other.......................................................          32.5        33.4         (0.9)       (2.7)
                                                                 ---------   ---------    ---------    --------
     Revenues................................................      1,309.4     1,058.6        250.8        23.7
Operating, selling, general and administrative expenses......        737.1       568.5        168.6        29.7
                                                                 ---------   ---------    ---------    --------
Operating income before depreciation
     and amortization (a)....................................       $572.3      $490.1        $82.2        16.8%
                                                                 =========   =========    =========    ========


<CAPTION>
                                                                   Nine Months Ended
                                                                     September 30,              Increase
                                                                   2001        2000           $           %
                                                                 ---------   ---------    ---------    --------
<S>                                                               <C>         <C>            <C>           <C>
Video.......................................................      $3,154.5    $2,683.4       $471.1        17.6%
Cable modem.................................................         202.7        77.0        125.7       163.2
Advertising sales...........................................         235.2       199.2         36.0        18.1
Other.......................................................         112.0        97.3         14.7        15.1
                                                                 ---------   ---------    ---------    --------
     Revenues................................................      3,704.4     3,056.9        647.5        21.2
Operating, selling, general and administrative expenses......      2,094.4     1,662.5        431.9        26.0
                                                                 ---------   ---------    ---------    --------
Operating income before depreciation
     and amortization (a)....................................     $1,610.0    $1,394.4       $215.6        15.5%
                                                                 =========   =========    =========    ========
</TABLE>
_______________
(a) See footnote (1) on page 20.

     Video revenue consists of our basic, expanded basic, premium,  pay-per-view
and digital subscriptions. Of the $184.2 million and $471.1 million increases in
video  revenues  for the interim  periods from 2000 to 2001,  $73.2  million and
$244.6 million are attributable to the effects of our acquisitions and exchanges
of cable  systems  and $111.0  million and $226.5  million  relate to changes in
rates and subscriber growth in our historical operations,  driven principally by
growth  in  digital  subscriptions.  During  the  three  and nine  months  ended
September  30,  2001  through   acquisitions  and  normal  operations  we  added
approximately 282,000 and 768,000 digital subscriptions, respectively.

     The  increases in cable modem  revenue are primarily due to the addition of
approximately  117,000 and 393,000  cable modem  customers  during the three and
nine months ended  September  30,  2001,  respectively.  On September  28, 2001,
Excite@Home  Corporation  ("Excite@Home"),  our provider of high-speed  Internet
access services,  filed for protection  under Chapter 11 of the U.S.  Bankruptcy
Code. Subsequent to this filing, we and Excite@Home entered into an amendment to
our distribution agreement under which Excite@Home agreed to continue to provide
high-speed  Internet access  services to our existing and new customers  through
November 30, 2001. While there can be no assurance that further  developments in
this  bankruptcy  proceeding  will not  adversely  affect our ability to provide
high-speed  Internet  access,  we believe  that we will be able to  continue  to
provide such  services to our existing and new  customers  through and following
November  30,  2001.  Further,  while  there  can be no  assurance  that  future
developments  will not result in additional  short-term costs for us, we believe
that  such  costs  will not have a  material  adverse  effect  on our  financial
results.

     The increases in advertising  sales revenue are attributable to the effects
of new advertising contracts,  market-wide fiber interconnects and the continued
leveraging  of our  existing  fiber  networks,  as well as to the  effects of an
additional  broadcast  week in the third  quarter of 2001,  helping to offset an
otherwise weak advertising environment.

                                       21

<PAGE>

                      COMCAST CORPORATION AND SUBSIDIARIES
                                    FORM 10-Q
                        QUARTER ENDED SEPTEMBER 30, 2001


     Other revenue includes installation revenues,  guide revenues,  commissions
from electronic retailing and other product offerings. The increase for the nine
month period is primarily attributable to growth in our historical operations.

     The increases in operating,  selling,  general and administrative  expenses
are  primarily  due to the effects of our  acquisitions  and  exchanges of cable
systems,  as  well  as to the  effects  of  increases  in  the  costs  of  cable
programming,  cable modem subscriber growth, and, to a lesser extent,  increases
in labor costs and other volume related expenses in our historical operations.

     Our  cost of  programming  increases  as a  result  of  changes  in  rates,
subscriber  growth,  additional  channel  offerings  and  our  acquisitions  and
exchanges of cable  systems.  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
                                                                   2001        2000           $           %
                                                                 ---------   ---------    ---------    --------
<S>                                                                 <C>         <C>           <C>           <C>
Net sales from electronic retailing..........................       $895.1      $820.3        $74.8         9.1%
Cost of goods sold from electronic retailing.................        573.8       529.2         44.6         8.4
Operating, selling, general and administrative
     expenses................................................        167.6       151.8         15.8        10.4
                                                                 ---------   ---------    ---------    --------
Operating income before depreciation
     and amortization (a)....................................       $153.7      $139.3        $14.4        10.3%
                                                                 =========   =========    =========    ========
Gross margin.................................................         35.9%       35.5%
                                                                 =========   =========


<CAPTION>
                                                                   Nine Months Ended
                                                                     September 30,              Increase
                                                                   2001        2000           $           %
                                                                 ---------   ---------    ---------    --------
<S>                                                               <C>         <C>            <C>           <C>
Net sales from electronic retailing..........................     $2,655.1    $2,411.9       $243.2        10.1%
Cost of goods sold from electronic retailing.................      1,685.6     1,544.4        141.2         9.1
Operating, selling, general and administrative
     expenses................................................        483.3       449.5         33.8         7.5
                                                                 ---------   ---------    ---------    --------
Operating income before depreciation
     and amortization (a)....................................       $486.2      $418.0        $68.2        16.3%
                                                                 =========   =========    =========    ========
Gross margin.................................................         36.5%       36.0%
                                                                 =========   =========
</TABLE>

_______________
(a) See footnote (1) on page 20.

     Of the $74.8  million  and  $243.2  million  increases  in net  sales  from
electronic retailing for the interim periods,  $62.8 million and $220.0 million,
respectively,  is  attributable  to increases in net sales in the United States.
This growth is  principally  the result of  increases  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, 2001    September 30, 2001
                                                               ------------------    ------------------

<S>                                                                    <C>                    <C>
Increase in average number of homes...........................         3.3%                   3.8%
Increase in net sales per home................................         5.4%                   6.6%
</TABLE>

     The  remaining  increases of $12.0  million and $23.2  million in net sales
from electronic retailing for the interim periods are primarily  attributable to
increases in net sales in Germany offset, in part, by decreases in net

                                       22

<PAGE>

                      COMCAST CORPORATION AND SUBSIDIARIES
                                    FORM 10-Q
                        QUARTER ENDED SEPTEMBER 30, 2001


sales in 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
increases in product  margins across all product  categories,  as well as to the
effects of a shift 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 increase in sales volume.
                              _____________________

Consolidated Analysis

     The effects of our recent  acquisitions  were to increase  our revenues and
expenses, resulting in increases in our operating income before depreciation and
amortization.  The increases in our property and equipment and deferred  charges
and the corresponding increases in depreciation expense and amortization expense
for the interim  periods from 2000 to 2001 are  primarily  due to the effects of
our acquisitions, our cable system exchanges, as well as our increased levels of
capital expenditures.

     Refer to Notes 4 and 8 to our financial statements included in Item 1 for a
discussion of our 2001  acquisitions and of the effect of these  acquisitions on
our balance sheet.

     Interest Expense

     The increases in interest expense for the interim periods from 2000 to 2001
are primarily due to the increase in our net borrowings.

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

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

<TABLE>
<CAPTION>
                                                            Three Months Ended       Nine Months Ended
                                                              September 30,            September 30,
                                                            2001         2000         2001       2000
                                                          --------     ---------    ---------  ---------

<S>                                                          <C>           <C>          <C>       <C>
Interest and dividend income...........................      $25.6         $37.9        $60.6     $143.1
Gains on sales and exchanges of investments............       17.2          27.5        476.8      889.1
Investment impairment losses...........................      (15.7)                    (954.8)      (7.4)
Reclassification of unrealized gains...................      237.9                    1,330.3
Unrealized gain on Sprint PCS common stock.............      154.5                      420.1
Mark to market adjustments on derivatives
     related to Sprint PCS common stock................     (120.2)                    (311.7)
Mark to market adjustments on derivatives and
     hedged items......................................       29.0                       24.4
                                                          --------     ---------    ---------  ---------

     Investment income.................................     $328.3         $65.4     $1,045.7   $1,024.8
                                                          ========     =========    =========  =========
</TABLE>

     The investment impairment loss for the nine months ended September 30, 2001
relates  principally  to an other than  temporary  decline in our  investment in
AT&T, a portion of which was exchanged on April 30, 2001.

     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

                                       23

<PAGE>

                      COMCAST CORPORATION AND SUBSIDIARIES
                                    FORM 10-Q
                        QUARTER ENDED SEPTEMBER 30, 2001


common stock which was previously  recorded as a component of accumulated  other
comprehensive income. 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  reclassified to
investment  income  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.
                              _____________________

     Income Related to Indexed Debt

     Through  December 31, 2000,  we accounted  for the ZONES as an indexed debt
instrument  since the maturity  value is dependent upon the fair value of Sprint
PCS common stock. During the 2000 interim periods, we recorded income related to
indexed debt of $1.064 billion and $666.0 million, respectively, to reflect fair
value of the underlying Sprint PCS common stock.

     Equity in Net Losses of Affiliates

     The increases in equity in net losses of affiliates for the interim periods
from  2000 to 2001 are  primarily  attributable  to  effects  of our  additional
investments,  as well as the effects of changes in the net income or loss of our
equity method investees.

     Other Income (Expense)

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

     In August 2000, we obtained the right to exchange our Excite@Home  Series A
Common Stock with AT&T and we waived certain of our Excite@Home  Board level and
shareholder  rights  under a  stockholders  agreement.  In  connection  with the
transaction,  we recorded a pre-tax  gain of $1.045  billion,  representing  the
estimated fair value of the investment as of the closing date.

     In August  2000,  we exchanged  all of the capital  stock of a wholly owned
subsidiary which held certain wireless  licenses for  approximately  3.2 million
shares of AT&T common stock.  In connection  with the exchange,  we recognized a
pre-tax gain of $98.1  million,  representing  the  difference  between the fair
value of the AT&T shares  received  of $100.0  million and our cost basis in the
subsidiary.

     Income Tax Expense

     The changes in income tax expense for the interim periods from 2000 to 2001
are  primarily  the result of the effects of changes in our income  before taxes
and minority interest, and non-deductible goodwill amortization.

     Minority Interest

     The changes in minority  interest for the interim periods from 2000 to 2001
are attributable to the effects of changes in the net income or loss of our less
than 100% owned consolidated subsidiaries.

     Extraordinary Items

     We incurred debt extinguishment  costs and wrote off unamortized debt issue
costs  principally  in connection  with the redemption and retirement of certain
indebtedness, resulting in extraordinary losses, net of tax, during the 2001 and
2000 interim periods.

     Cumulative Effect of Accounting Change

     Upon adoption of SFAS No. 133, 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 on our equity  derivative  instruments,  net of related  deferred  income
taxes.

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

                                       24

<PAGE>

                      COMCAST CORPORATION AND SUBSIDIARIES
                                    FORM 10-Q
                        QUARTER ENDED SEPTEMBER 30, 2001



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

ITEM 1.   LEGAL PROCEEDINGS

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

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 9, 2001  relating  to our  announcement  that we had made an
               unsolicited proposal to acquire the core broadband assets of AT&T
               Corp.


                                       25

<PAGE>

                      COMCAST CORPORATION AND SUBSIDIARIES
                                    FORM 10-Q
                        QUARTER ENDED SEPTEMBER 30, 2001

                                    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: November 2, 2001








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