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:
                                  JUNE 30, 2000
                                       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

                              COMCAST CORPORATION
                            [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 June 30, 2000,  there were  872,670,649  shares of Class A Special  Common
Stock, 22,624,080 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 JUNE 30, 2000

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

        ITEM 1. Financial Statements

                Condensed Consolidated Balance Sheet as of
                June 30, 2000 and December 31, 1999 (Unaudited)................2

                Condensed Consolidated Statement of Operations and
                Accumulated Deficit for the Six and Three Months
                Ended June 30, 2000 and 1999 (Unaudited).......................3

                Condensed Consolidated Statement of Cash Flows for the
                Six Months Ended June 30, 2000 and 1999 (Unaudited)............4

                Notes to Condensed Consolidated Financial Statements
                (Unaudited)...............................................5 - 15

        ITEM 2. Management's Discussion and Analysis of Financial
                Condition and Results of Operations......................16 - 22

PART II.   OTHER INFORMATION

        ITEM 1. Legal Proceedings.............................................23

        ITEM 4. Submission of Matters to a Vote of Security Holders......23 - 24

        ITEM 6. Exhibits and Reports on Form 8-K..............................24

        SIGNATURE.............................................................25

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

     This  Quarterly  Report on Form 10-Q is for the three months ended June 30,
2000.  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 in the past acquired and we will be 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  must be  integrated  into our
business   practices  and   operations.   Our  results  of  operations   may  be
significantly  affected by our ability to  efficiently  and  effectively  manage
these changes.

     In  addition,  the  cable  communications  industry  and the  provision  of
programming content may be affected by, among other things:

     o    changes in laws and regulations,
     o    changes in the competitive environment,
     o    changes in technology,
     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 JUNE 30, 2000

PART I.   FINANCIAL INFORMATION

ITEM 1.   FINANCIAL STATEMENTS

                      CONDENSED CONSOLIDATED BALANCE SHEET
                                   (Unaudited)

<TABLE>
<CAPTION>
                                                                               (Dollars in millions, except share data)
                                                                                          June 30,    December 31,
                                                                                            2000          1999
                                                                                         ---------   ------------
<S>                                                                                      <C>           <C>
ASSETS
CURRENT ASSETS
   Cash and cash equivalents.........................................................       $652.3        $922.2
   Investments.......................................................................      2,975.0       7,606.0
   Accounts receivable, less allowance for doubtful accounts of $147.3 and $136.6....        706.5         673.3
   Inventories, net..................................................................        373.3         402.8
   Other current assets..............................................................        120.7         100.1
                                                                                         ---------   -----------
       Total current assets..........................................................      4,827.8       9,704.4
                                                                                         ---------   -----------
INVESTMENTS..........................................................................      5,192.5       5,548.8
                                                                                         ---------   -----------
PROPERTY AND EQUIPMENT...............................................................      6,439.0       5,153.2
   Accumulated depreciation..........................................................     (1,773.2)     (1,700.9)
                                                                                         ---------   -----------
   Property and equipment, net.......................................................      4,665.8       3,452.3
                                                                                         ---------   -----------
DEFERRED CHARGES.....................................................................     23,935.8      12,722.1
   Accumulated amortization..........................................................     (3,290.2)     (2,742.0)
                                                                                         ---------   -----------
   Deferred charges, net.............................................................     20,645.6       9,980.1
                                                                                         ---------   -----------
                                                                                         $35,331.7     $28,685.6
                                                                                         =========   ===========
LIABILITIES AND STOCKHOLDERS' EQUITY
CURRENT LIABILITIES
   Accounts payable and accrued expenses.............................................     $2,492.1      $2,737.5
   Accrued interest..................................................................         97.8         104.5
   Deferred income taxes.............................................................      1,360.5       2,118.6
   Current portion of long-term debt.................................................        146.9         517.5
                                                                                         ---------   -----------
       Total current liabilities.....................................................      4,097.3       5,478.1
                                                                                         ---------   -----------
LONG-TERM DEBT, less current portion (including adjustment to carrying value of
   $1,064.0 and $666.0)..............................................................     10,218.6       8,707.2
                                                                                         ---------   -----------
DEFERRED INCOME TAXES................................................................      4,936.8       3,150.5
                                                                                         ---------   -----------
MINORITY INTEREST AND OTHER..........................................................      1,219.1       1,008.5
                                                                                         ---------   -----------
COMMITMENTS AND CONTINGENCIES (Note 8)
COMMON EQUITY PUT OPTIONS............................................................         82.0
                                                                                         ---------   -----------
STOCKHOLDERS' EQUITY
   Preferred stock - authorized, 20,000,000 shares; 5.25% series B mandatorily redeemable
     convertible, $1,000 par value; issued, 584,691 and 569,640 at redemption value..        584.7         569.6
   Class A special common stock, $1 par value - authorized, 2,500,000,000 shares;
     issued, 895,995,560 and 716,442,482; outstanding, 872,670,649 and 716,442,482 ..        872.7         716.4
   Class A common stock, $1 par value - authorized,
     200,000,000 shares; issued, 22,624,080 and 25,993,380...........................         22.6          26.0
   Class B common stock, $1 par value - authorized,
     50,000,000 shares; issued, 9,444,375............................................          9.4           9.4
   Additional capital................................................................     11,117.7       3,527.0
   Accumulated deficit...............................................................       (878.2)       (619.8)
   Accumulated other comprehensive income............................................      3,049.0       6,112.7
                                                                                         ---------   -----------
       Total stockholders' equity....................................................     14,777.9      10,341.3
                                                                                         ---------   -----------
                                                                                         $35,331.7     $28,685.6
                                                                                         =========   ===========
</TABLE>

See notes to condensed consolidated financial statements.

                                        2
<PAGE>
                      COMCAST CORPORATION AND SUBSIDIARIES
                                    FORM 10-Q
                           QUARTER ENDED JUNE 30, 2000
     CONDENSED CONSOLIDATED STATEMENT OF OPERATIONS AND ACCUMULATED DEFICIT
                                   (Unaudited)

<TABLE>
<CAPTION>
                                                                             (Amounts in millions, except per share data)
                                                                               Six Months Ended       Three Months Ended
                                                                                   June 30,                June 30,
                                                                               2000       1999         2000       1999
                                                                             ---------  ---------    ---------  ---------
<S>                                                                           <C>        <C>          <C>          <C>
REVENUES
    Service income.........................................................   $2,259.4   $1,570.5     $1,141.5     $846.1
    Net sales from electronic retailing....................................    1,591.6    1,425.4        770.6      703.1
                                                                             ---------  ---------    ---------  ---------
                                                                               3,851.0    2,995.9      1,912.1    1,549.2
                                                                             ---------  ---------    ---------  ---------
COSTS AND EXPENSES
    Operating..............................................................    1,077.9      789.5        529.0      415.9
    Cost of goods sold from electronic retailing...........................    1,015.2      912.6        488.2      449.4
    Selling, general and administrative....................................      568.2      411.3        292.1      226.6
    Depreciation...........................................................      376.7      254.0        204.8      137.3
    Amortization...........................................................      803.4      292.1        429.6      170.2
                                                                             ---------  ---------    ---------  ---------
                                                                               3,841.4    2,659.5      1,943.7    1,399.4
                                                                             ---------  ---------    ---------  ---------
OPERATING INCOME (LOSS)....................................................        9.6      336.4        (31.6)     149.8
OTHER (INCOME) EXPENSE
    Interest expense.......................................................      331.8      254.7        163.2      143.5
    Investment income......................................................     (959.4)    (128.0)      (314.8)      (0.2)
    Expense (income) related to indexed debt...............................      398.0                  (289.5)
    Equity in net losses of affiliates.....................................        4.0        1.6          1.1        2.7
    Other expense (income).................................................        8.6   (1,430.9)        (2.2)  (1,430.7)
                                                                             ---------  ---------    ---------  ---------
                                                                                (217.0) (1,302.6)       (442.2)  (1,284.7)
                                                                             ---------  ---------    ---------  ---------
INCOME FROM CONTINUING OPERATIONS BEFORE INCOME
    TAX, MINORITY INTEREST AND EXTRAORDINARY ITEMS.........................      226.6    1,639.0        410.6    1,434.5
INCOME TAX EXPENSE.........................................................      153.3      723.7        185.1      636.3
                                                                             ---------  ---------    ---------  ---------
INCOME FROM CONTINUING OPERATIONS BEFORE
    MINORITY INTEREST AND EXTRAORDINARY ITEMS..............................       73.3      915.3        225.5      798.2
MINORITY INTEREST..........................................................       60.9      (12.8)        26.7      (28.1)
                                                                             ---------  ---------    ---------  ---------
INCOME FROM CONTINUING OPERATIONS BEFORE
    EXTRAORDINARY ITEMS....................................................       12.4      928.1        198.8      826.3
LOSS FROM DISCONTINUED OPERATIONS, net of income tax
    benefit of $11.9 in 1999...............................................                  20.1
                                                                             ---------  ---------    ---------  ---------
INCOME BEFORE EXTRAORDINARY ITEMS..........................................       12.4      908.0        198.8      826.3
EXTRAORDINARY ITEMS........................................................      (16.2)      (3.0)       (11.1)      (2.3)
                                                                             ---------  ---------    ---------  ---------
NET (LOSS) INCOME..........................................................       (3.8)     905.0        187.7      824.0
PREFERRED DIVIDENDS........................................................      (15.1)     (15.1)        (7.6)      (7.6)
                                                                             ---------  ---------    ---------  ---------
NET (LOSS) INCOME FOR COMMON STOCKHOLDERS..................................     ($18.9)    $889.9       $180.1     $816.4
                                                                             =========  =========    =========  =========
ACCUMULATED DEFICIT
    Beginning of period....................................................    ($619.8) ($1,488.2)     ($975.9) ($1,416.8)
    Net (loss) income......................................................       (3.8)     905.0        187.7      824.0
    Retirement of common stock.............................................     (254.6)      (9.6)       (90.0)
                                                                             ---------  ---------    ---------  ---------
    End of period..........................................................    ($878.2)   ($592.8)     ($878.2)   ($592.8)
                                                                             =========  =========    =========  =========
BASIC (LOSS) EARNINGS FOR COMMON STOCKHOLDERS PER COMMON SHARE
    Income from continuing operations before extraordinary items...........     $           $1.23        $0.21      $1.10
    Loss from discontinued operations......................................                  (.03)
    Extraordinary items....................................................      (0.02)                  (0.01)
                                                                             ---------  ---------    ---------  ---------
       Net (loss) income...................................................     ($0.02)     $1.20        $0.20      $1.10
                                                                             =========  =========    =========  =========
BASIC WEIGHTED AVERAGE NUMBER OF COMMON SHARES OUTSTANDING.................      873.2      742.9        909.8      744.4
                                                                             =========  =========    =========  =========
DILUTED (LOSS) EARNINGS FOR COMMON STOCKHOLDERS PER COMMON SHARE
    Income from continuing operations before extraordinary items...........     $           $1.13        $0.20      $1.01
    Loss from discontinued operations......................................                 (0.02)
    Extraordinary items....................................................      (0.02)                  (0.01)
                                                                             ---------  ---------    ---------  ---------
       Net (loss) income...................................................     ($0.02)     $1.11        $0.19      $1.01
                                                                             =========  =========    =========  =========
DILUTED WEIGHTED AVERAGE NUMBER OF COMMON SHARES OUTSTANDING...............      873.2      815.1        974.7      815.3
                                                                             =========  =========    =========  =========
</TABLE>

See notes to condensed consolidated financial statements.

                                        3
<PAGE>
                      COMCAST CORPORATION AND SUBSIDIARIES
                                    FORM 10-Q
                           QUARTER ENDED JUNE 30, 2000
                 CONDENSED CONSOLIDATED STATEMENT OF CASH FLOWS
                                   (Unaudited)

<TABLE>
<CAPTION>
                                                                                          (Dollars in millions)
                                                                                        Six Months Ended June 30,
                                                                                          2000           1999
                                                                                        ---------      --------
<S>                                                                                      <C>          <C>
OPERATING ACTIVITIES
   Net (loss) income................................................................        ($3.8)       $905.0
   Adjustments to reconcile net (loss) income to net cash provided
    by operating activities from continuing operations:
     Depreciation...................................................................        376.7         254.0
     Amortization...................................................................        803.4         292.1
     Non-cash interest income, net..................................................        (25.4)         (2.6)
     Non-cash expense related to indexed debt.......................................        398.0
     Equity in net losses of affiliates.............................................          4.0           1.6
     Gains on investments, net......................................................       (863.2)        (54.8)
     Minority interest..............................................................         60.9         (12.8)
     Loss from discontinued operations..............................................                       20.1
     Extraordinary items............................................................         16.2           3.0
     Deferred income taxes and other................................................       (109.7)        388.0
                                                                                        ---------      --------
                                                                                            657.1       1,793.6
     Changes in working capital.....................................................       (483.4)        177.7
                                                                                        ---------      --------
           Net cash provided by operating activities from continuing operations.....        173.7       1,971.3
                                                                                        ---------      --------
FINANCING ACTIVITIES
   Proceeds from borrowings.........................................................        188.8         912.6
   Retirement and repayment of debt.................................................     (1,078.3)       (152.8)
   Issuances of common stock and sales of put options on common stock...............         21.5          11.7
   Repurchases of common stock......................................................       (219.6)        (11.5)
   Dividends........................................................................                       (9.4)
   Deferred financing costs.........................................................                      (14.6)
   Other............................................................................                       (3.0)
                                                                                        ---------      --------
           Net cash (used in) provided by financing activities
               from continuing operations...........................................     (1,087.6)        733.0
                                                                                        ---------      --------
INVESTING ACTIVITIES
   Acquisitions, net of cash acquired...............................................        (83.8)       (708.0)
   Proceeds from sales of (purchases of) short-term investments, net................        867.4         (83.3)
   Purchases of investments.........................................................       (348.7)       (196.2)
   Proceeds from sales of investments...............................................        983.8          54.3
   Capital expenditures.............................................................       (608.0)       (326.4)
   Additions to deferred charges....................................................       (166.7)       (121.7)
                                                                                        ---------      --------
           Net cash provided by (used in) investing activities
               from continuing operations...........................................        644.0      (1,381.3)
                                                                                        ---------      --------
(DECREASE) INCREASE IN CASH AND CASH EQUIVALENTS -
   CONTINUING OPERATIONS............................................................       (269.9)      1,323.0
CASH AND CASH EQUIVALENTS, beginning of period......................................        922.2         870.7
                                                                                        ---------      --------
CASH AND CASH EQUIVALENTS, end of period............................................       $652.3      $2,193.7
                                                                                        =========      ========
</TABLE>

See notes to condensed consolidated financial statements.

                                        4
<PAGE>
                      COMCAST CORPORATION AND SUBSIDIARIES
                                    FORM 10-Q
                           QUARTER ENDED JUNE 30, 2000
              NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
                                   (Unaudited)

1.   CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

     Basis of Presentation
     The condensed  consolidated  balance sheet as of December 31, 1999 has been
     condensed from the audited  consolidated balance sheet as of that date. The
     condensed  consolidated  balance  sheet as of June 30, 2000,  the condensed
     consolidated  statement of operations and  accumulated  deficit for the six
     and  three  months  ended  June  30,  2000  and  1999,  and  the  condensed
     consolidated statement of cash flows for the six months ended June 30, 2000
     and 1999 have been prepared by Comcast Corporation (the "Company") and have
     not been audited by the Company's  independent  auditors. In the opinion of
     management,  all  adjustments  necessary  to present  fairly the  financial
     position,  results of operations and cash flows as of June 30, 2000 and for
     all periods presented have been made.

     Certain information and note disclosures normally included in the Company's
     annual financial  statements prepared in accordance with generally accepted
     accounting  principles  have been  condensed  or omitted.  These  condensed
     consolidated  financial  statements  should be read in conjunction with the
     financial  statements and notes thereto included in the Company's  December
     31, 1999 Annual Report on Form 10-K filed with the  Securities and Exchange
     Commission  (the "SEC").  The results of  operations  for the periods ended
     June 30, 2000 are not necessarily  indicative of operating  results for the
     full year.

     Sale of Comcast Cellular Corporation
     In July 1999,  the  Company  sold its  indirect  wholly  owned  subsidiary,
     Comcast Cellular Corporation ("Comcast  Cellular"),  to SBC Communications,
     Inc. The results of operations of Comcast Cellular for the six months ended
     June 30, 1999 have been presented as a discontinued operation in accordance
     with Accounting  Principles Board Opinion No. 30, "Reporting the Results of
     Operations - Reporting  the Effects of Disposal of a Segment of a Business,
     and   Extraordinary,   Unusual  and   Infrequently   Occurring  Events  and
     Transactions."

     Reclassifications
     Certain  reclassifications  have been made to the  prior  years'  condensed
     consolidated  financial statements to conform to those classifications used
     in 2000 (see Note 2).

2.   SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

     SFAS No. 133, as Amended
     In June 1998, the Financial  Accounting Standards Board (the "FASB") issued
     Statement of Financial  Accounting  Standards ("SFAS") No. 133, "Accounting
     for  Derivative   Instruments  and  Hedging   Activities."  This  statement
     establishes  the accounting  and reporting  standards for  derivatives  and
     hedging  activity.  Upon the adoption of SFAS No. 133, all  derivatives are
     required to be recognized in the statement of financial  position as either
     assets or  liabilities  and  measured at fair value.  In July 1999 and June
     2000,  the FASB  issued  SFAS No. 137 and SFAS No. 138 which  deferred  the
     effective date for implementation of SFAS No. 133 to fiscal years beginning
     after June 15, 2000 and which  addressed a limited number of issues causing
     implementation   difficulties   for  entities  that  apply  SFAS  No.  133,
     respectively. The Company is continuing to evaluate the impact the adoption
     of SFAS No.  133,  as  amended,  will have on its  financial  position  and
     results of operations.

     SAB No. 101, as Amended
     In December  1999,  the staff of the SEC issued Staff  Accounting  Bulletin
     ("SAB") No. 101,  "Revenue  Recognition  in  Financial  Statements,"  which
     provides guidance in applying generally accepted  accounting  principles to
     selected revenue recognition issues. In March 2000 and June 2000, the staff
     of the SEC amended SAB No. 101 to delay the required implementation date of
     SAB No. 101 to the fourth quarter of fiscal years  beginning after December
     15,  1999.  While the  Company is  continuing  to  evaluate  the impact the
     adoption  of  SAB  No.  101,  as  amended,  will  have  on its  results  of
     operations, the Company does not expect such impact to be material.


                                        5
<PAGE>
                      COMCAST CORPORATION AND SUBSIDIARIES
                                    FORM 10-Q
                           QUARTER ENDED JUNE 30, 2000
        NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS - CONTINUED
                                   (Unaudited)

     EITF 00-10
     In May and July 2000, the Emerging Issues Task Force (the "EITF") reached a
     consensus on EITF Issue No.  00-10,  "Accounting  for Shipping and Handling
     Fees and Costs."  EITF No.  00-10  requires  that all  amounts  billed to a
     customer in a sale  transaction  for shipping and handling be classified as
     revenue.  The Company's  majority-owned  subsidiary,  QVC, Inc.  previously
     classified shipping and handling revenue as an offset to cost of goods sold
     from  electronic  retailing.  The Company  has  reclassified  shipping  and
     handling  revenue from cost of goods sold from electronic  retailing to net
     sales  from  electronic   retailing  for  all  periods   presented  in  the
     accompanying condensed consolidated statement of operations and accumulated
     deficit.

     Securities Lending Transactions
     The  Company may enter into  securities  lending  transactions  pursuant to
     which the Company requires the borrower to provide cash collateral equal to
     the value of the loaned  securities,  as  adjusted  for any  changes in the
     value of the underlying loaned securities.  Loaned securities for which the
     Company  maintains  effective  control are included in  investments  in the
     Company's condensed consolidated balance sheet.

     (Loss) Earnings for Common Stockholders Per Common Share
     (Loss)  earnings  for common  stockholders  per common share is computed by
     dividing net (loss) income,  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 (loss) earnings for common  stockholders per common
     share  ("Diluted EPS") for the six and three months ended June 30, 2000 and
     1999, respectively.

<TABLE>
<CAPTION>
                                                             (Amounts in millions, except per share data)
                                                               Six Months Ended      Three Months Ended
                                                                   June 30,               June 30,
                                                               2000       1999        2000       1999
                                                             ---------  ---------   ---------  ---------
<S>                                                             <C>        <C>         <C>        <C>
     Net (loss) income for common stockholders..............    ($18.9)    $889.9      $180.1     $816.4
     Preferred dividends....................................                 15.1         7.6        7.6
                                                             ---------  ---------   ---------  ---------
     Net (loss) income for common stockholders used
       for Diluted EPS......................................    ($18.9)    $905.0      $187.7     $824.0
                                                             =========  =========   =========  =========
     Basic weighted average number of common shares
       outstanding..........................................     873.2      742.9       909.8      744.4
     Dilutive securities:
       Series A and B convertible preferred stock...........                 45.2        42.5       45.2
       Stock option and restricted stock plans..............                 27.0        22.2       25.7
       Put options on Class A Special Common Stock..........                              0.2
                                                             ---------  ---------   ---------  ---------
     Diluted weighted average number of common shares
       outstanding..........................................     873.2      815.1       974.7      815.3
                                                             =========  =========   =========  =========
     Diluted (loss) earnings for common stockholders
       per common share.....................................     ($.02)     $1.11        $.19      $1.01
                                                             =========  =========   =========  =========
</TABLE>

     Put options sold by the Company on a weighted  average 1.3 million  shares,
     4.8  million   shares,   2.0  million   shares  and  4.2  million   shares,
     respectively,  of its  Class  A  Special  Common  stock  (see  Note 6) were
     outstanding  during the six months  ended June 30, 2000 and 1999 and during
     the three  months ended June 30, 2000 and 1999,  respectively.  For the six
     months  ended June 30, 2000 and for the six and three months ended June 30,
     1999, such

                                        6
<PAGE>
                      COMCAST CORPORATION AND SUBSIDIARIES
                                    FORM 10-Q
                           QUARTER ENDED JUNE 30, 2000
        NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS - CONTINUED
                                   (Unaudited)

     put  options  were not  included in the  computation  of Diluted EPS as the
     options'  exercise  price was less  than the  average  market  price of the
     Company's Class A Special Common Stock during the periods.

     For the six months ended June 30,  2000,  potentially  dilutive  securities
     related to the Company's Series B convertible preferred stock, stock option
     and  restricted  stock plans have been  excluded in  determining  the total
     weighted  average  number of common  shares  outstanding  because  of their
     antidilutive effect on loss for common stockholders per common share.

3.   SIGNIFICANT EVENTS

     Acquisition of Lenfest Communications, Inc.
     In January 2000, the Company  acquired  substantially  all of the assets of
     Lenfest  Communications,  Inc. ("Lenfest"),  a cable communications company
     serving approximately 1.1 million subscribers primarily in the Philadelphia
     area from  AT&T  Corp.  ("AT&T")  and the other  Lenfest  stockholders  for
     approximately  121.4 million shares of the Company's Class A Special Common
     Stock, subject to adjustment,  with a value of $6.077 billion (the "Lenfest
     Acquisition").  In  connection  with the Lenfest  Acquisition,  the Company
     assumed  approximately $1.326 billion of debt.  Immediately upon closing of
     the  Lenfest  Acquisition,  Lenfest  was merged  with and into  Comcast LCI
     Holdings, Inc. ("LCI Holdings"),  a wholly owned subsidiary of the Company,
     with LCI Holdings as the successor to Lenfest.

     Consolidation of Comcast Cablevision of Garden State, L.P.
     Comcast  Cablevision of Garden State, L.P. ("Garden State Cable") (formerly
     Garden State  Cablevision  L.P.), a cable  communications  company  serving
     approximately 216,000 subscribers in New Jersey, is a partnership which was
     owned 50% by Lenfest and 50% by the Company.  The Company had accounted for
     its interest in Garden State Cable under the equity method (see Note 4). As
     a result of the Lenfest  Acquisition,  the Company now indirectly owns 100%
     of Garden State Cable. As such, the operating results of Garden State Cable
     have been included in the  Company's  condensed  consolidated  statement of
     operations   and   accumulated   deficit  from  the  date  of  the  Lenfest
     Acquisition.

     Acquisition of CalPERS' Interest in Jointly Owned Cable Properties
     In February 2000,  the Company  acquired the  California  Public  Employees
     Retirement  System's  ("CalPERS")  45% interest in Comcast  MHCP  Holdings,
     L.L.C.  ("Comcast MHCP"),  formerly a 55% owned consolidated  subsidiary of
     the  Company  which  serves  approximately  642,000  cable  subscribers  in
     Michigan, New Jersey and Florida. As a result, the Company now owns 100% of
     Comcast MHCP. The consideration was $750.0 million in cash.

     Acquisition of Jones Intercable, Inc.
     In April  1999,  the  Company  acquired  a  controlling  interest  in Jones
     Intercable,  Inc.  ("Jones  Intercable"),  a cable  communications  company
     serving approximately 1.1 million subscribers,  for aggregate consideration
     of $706.3  million in cash.  The  acquisition  was  accounted for under the
     purchase  method of  accounting.  As such,  the operating  results of Jones
     Intercable  have been  included  in the  Company's  condensed  consolidated
     statement of operations and accumulated  deficit from the acquisition date.
     In June 1999,  the Company  purchased an additional  1.0 million  shares of
     Jones  Intercable  Class A Common  Stock  for  $50.0  million  in cash in a
     private  transaction.   The  Company  contributed  its  interest  in  Jones
     Intercable to Comcast  Cable  Communications,  Inc.  ("Comcast  Cable"),  a
     wholly owned subsidiary of the Company.

     In  March  2000,  the  Jones  Intercable  shareholders  approved  a  merger
     agreement  pursuant to which the Jones Intercable  shareholders,  including
     Comcast Cable,  received 1.4 shares of the Company's Class A Special Common
     Stock in exchange for each share of Jones  Intercable  Class A Common Stock
     and Common Stock (the "Jones Merger") and Jones  Intercable was merged with
     and into Comcast JOIN  Holdings,  Inc.,  a wholly owned  subsidiary  of the
     Company  ("JOIN  Holdings"),  with JOIN  Holdings as the successor to Jones
     Intercable. In connection with the closing of the Jones Merger, the Company
     issued approximately 58.9 million shares of its Class A Special

                                        7
<PAGE>
                      COMCAST CORPORATION AND SUBSIDIARIES
                                    FORM 10-Q
                           QUARTER ENDED JUNE 30, 2000
        NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS - CONTINUED
                                   (Unaudited)

     Common Stock to the Jones Intercable shareholders,  including approximately
     23.3 million  shares to a subsidiary of the Company and 35.6 million shares
     with a value of $1.727  billion to the  public  shareholders.  As  required
     under  generally  accepted  accounting  principles,  the shares held by the
     subsidiary of the Company are presented as issued but not outstanding (held
     in treasury) in the Company's June 30, 2000 condensed  consolidated balance
     sheet.

     The acquisitions  completed by the Company during the six months ended June
     30, 2000 were  accounted for under the purchase  method of  accounting.  As
     such, the operating  results of the acquired  systems have been included in
     the  Company's   condensed   consolidated   statement  of  operations   and
     accumulated  deficit from the  acquisition  date. The Company  adjusted the
     purchase price allocation related to the Company's acquisitions of CalPERS'
     interest in Comcast MHCP and of the public shareholders'  interest in Jones
     Intercable  during  the  second  quarter  of 2000.  The  allocation  of the
     purchase  price for the  acquisitions  of Lenfest and Garden State Cable is
     preliminary  pending  completion of final appraisals.  As the consideration
     given in exchange  for Jones  Intercable,  Lenfest and the  additional  50%
     interest in Garden State Cable was shares of the Company's  Class A Special
     Common Stock, the acquisitions of such interests had no significant  impact
     on the Company's condensed  consolidated statement of cash flows during the
     six months ended June 30, 2000 (see Note 7).

     Time Warner Agreement
     In November 1999, the Company entered into an agreement to exchange certain
     of the Company's  cable  communications  systems with Time Warner Cable,  a
     division of Time Warner  Entertainment  Company,  L.P. On July 1, 2000, the
     agreement expired with a closing not having occurred.

     Prime Communications Agreement
     In December 1998, the Company agreed to invest in Prime  Communications LLC
     ("Prime"),  a cable communications  company serving  approximately  430,000
     subscribers.  Pursuant to the terms of this agreement, in December 1998 the
     Company  acquired from Prime a $50.0 million 12.75%  subordinated  note due
     2008 issued by Prime. In July 1999, the Company made a loan to Prime in the
     form of a $733.5  million  6% ten year  note,  convertible  into 90% of the
     equity of Prime.  Since that time,  the Company  made an  additional  $50.0
     million  in loans to Prime (on the same  terms as the  original  loan).  On
     August 1, 2000,  the note was  converted and the owners of Prime sold their
     remaining  10% equity  interest in Prime to the  Company for  approximately
     $87.7  million.  As a result,  the  Company  now owns 100% of Prime and has
     assumed management control of Prime's operations. Upon closing, the Company
     repaid $535.1 million of Prime's debt with proceeds from  borrowings  under
     existing credit facilities.

     Unaudited Pro Forma Information
     The following unaudited pro forma information for the six months ended June
     30,  1999 has been  presented  as if the  Lenfest  Acquisition  occurred on
     January  1,  1999.  This  information  is based on  historical  results  of
     operations,  adjusted  for  acquisition  costs,  and,  in  the  opinion  of
     management,  is not  necessarily  indicative of what the results would have
     been had the Company  operated Lenfest and Garden State Cable since January
     1, 1999 (dollars in millions).

                                                           Six Months
                                                              Ended
                                                         June 30, 1999
                                                        --------------

          Revenues..................................       $3,289.6
          Net income................................          665.7

     Other Expense (Income)
     During the three months ended June 30,  1999,  the Company  received a $1.5
     billion termination fee from MediaOne Group, Inc.  ("MediaOne") as a result
     of  MediaOne's  termination  of its  Agreement  and Plan of Merger with the
     Company dated March 1999. The  termination  fee, net of transaction  costs,
     was  recorded  to  other  expense  (income)  in  the  Company's   condensed
     consolidated statement of operations and accumulated deficit.

                                        8
<PAGE>
                      COMCAST CORPORATION AND SUBSIDIARIES
                                    FORM 10-Q
                           QUARTER ENDED JUNE 30, 2000
        NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS - CONTINUED
                                   (Unaudited)

4.   INVESTMENTS

<TABLE>
<CAPTION>
                                                                 June 30,       December 31,
                                                                   2000             1999
                                                                 --------       -----------
                                                                   (Dollars in millions)
<S>                                                            <C>             <C>
           Fair value method................................     $7,579.5        $11,972.1
           Cost method......................................        313.1          1,134.6
           Equity method....................................        274.9             48.1
                                                                 --------        ---------
                  Total investments.........................      8,167.5         13,154.8
           Less, current investments........................      2,975.0          7,606.0
                                                                 --------        ---------
           Non-current investments..........................     $5,192.5         $5,548.8
                                                                 ========        =========
</TABLE>

     Fair Value Method
     The Company  holds  unrestricted  equity  investments  in certain  publicly
     traded  companies,  with an historical cost  (including  $2.025 billion and
     $2.033 billion of aggregate pre-tax gains recognized  through June 30, 2000
     and December 31, 1999,  respectively)  of $2.806 billion and $2.558 billion
     as of June 30, 2000 and  December 31, 1999,  respectively.  The  unrealized
     pre-tax  gains as of June 30, 2000 and December 31, 1999 of $4.774  billion
     and $9.414  billion,  respectively,  have been  reported  in the  Company's
     condensed  consolidated  balance sheet as a component of accumulated  other
     comprehensive  income, net of related deferred income tax expense of $1.671
     billion and $3.294 billion, respectively.

     Sprint PCS. As of June 30, 2000 and  December  31,  1999,  as adjusted  for
     Sprint  PCS'  2-for-1  stock  split in February  2000,  the  Company  holds
     approximately  88.2 million shares and 93.8 million shares of  unregistered
     Series 2 Sprint PCS common stock,  123,452 shares of Sprint PCS convertible
     preferred  stock  (convertible  into  approximately  4.0 million  shares of
     unregistered  Series 2 Sprint PCS common  stock) and a warrant to  purchase
     approximately 6.0 million shares of unregistered Series 2 Sprint PCS common
     stock at $12.01  per share  (the  "Sprint  PCS  Stock").  The  Company  has
     registration rights,  subject to customary  restrictions,  which will allow
     the Company to sell its Sprint PCS Stock.  During the six and three  months
     ended June 30,  2000,  the Company  sold  approximately  5.6 million of its
     shares of Sprint PCS common stock for total  proceeds of $312.0 million and
     recognized  a pre-tax gain of $265.3  million.  Such gain was recorded as a
     reclassification  from accumulated other comprehensive income to investment
     income. As of June 30, 2000 and December 31, 1999, the Company has recorded
     its  investment in Sprint PCS at its estimated fair value of $4.423 billion
     and $4.234 billion, respectively (see Note 5).

     AT&T.  As of June  30,  2000 and  December  31,  1999,  the  Company  holds
     approximately  39.9 million shares of unregistered AT&T common stock. As of
     June  30,  2000 and  December  31,  1999,  the  Company  has  recorded  its
     investment in AT&T at its estimated fair value of $1.261 billion and $2.026
     billion,  respectively.  The Company has  registration  rights,  subject to
     customary  restrictions,  which  allow the  Company to sell its AT&T common
     stock.

     In May 1999,  the Company  entered into an agreement  with AT&T to exchange
     various cable communications systems. Under the terms of the agreement, the
     Company will receive cable communications systems serving approximately 1.5
     million  subscribers.  In  exchange,  AT&T will  receive  systems  that the
     Company  currently owns or will acquire  serving  750,000  subscribers.  At
     closing,  the Company will pay AT&T an equalizing  payment of approximately
     $3.4  billion  (subject  to  adjustment  based on the actual  number of net
     subscribers  acquired and the per subscriber price of certain  subscribers)
     for  the  750,000  net  subscribers  to be  acquired  as a  result  of  the
     exchanges.  The  Company  will  pay  for the net  subscribers  acquired  in
     connection  with the  exchanges  with shares of AT&T common  stock that the
     Company  currently owns or may acquire and other securities or assets which
     would permit the exchanges to be tax-free to the maximum  extent  possible.
     The agreed upon value of any AT&T common  stock used in the  exchange  that
     was owned by the Company at the time of the agreement is $54.41 per share.

                                        9
<PAGE>
                      COMCAST CORPORATION AND SUBSIDIARIES
                                    FORM 10-Q
                           QUARTER ENDED JUNE 30, 2000
        NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS - CONTINUED
                                   (Unaudited)

     Internet Capital Group. In August 1999,  Internet Capital Group ("ICG"), an
     investee of the Company  previously  accounted  for under the cost  method,
     completed  an  initial  public  offering  of its  common  stock.  ICG is an
     Internet  holding  company  engaged in managing and  operating a network of
     business-to-business e-commerce companies. During the six months ended June
     30, 2000,  the Company  sold  approximately  2.3 million  shares of its ICG
     common stock for proceeds of $327.1  million and  recognized a pre-tax gain
     of  $325.9  million.  Such gain was  recorded  as a  reclassification  from
     accumulated other comprehensive income to investment income. As of June 30,
     2000 and December 31, 1999,  the Company holds  approximately  21.4 million
     shares and 23.7 million shares of ICG common stock and warrants and options
     to  purchase   approximately  0.6  million  shares  of  ICG  common  stock,
     respectively.  As of June 30, 2000 and December  31, 1999,  the Company has
     recorded  its  investment  in ICG at its  estimated  fair  value of  $813.0
     million and $4.127 billion, respectively.

     Excite@Home.  Excite@Home  provides  Internet  services to subscribers  and
     businesses over the cable communications infrastructure in a limited number
     of cities in the United States.  As of June 30, 2000 and December 31, 1999,
     the Company holds approximately 29.1 million shares of Excite@Home Series A
     Common Stock (the "Excite@Home Series A Stock") and warrants and options to
     purchase  an  additional  2.0  million  shares  and  0.6  million   shares,
     respectively,  of  Excite@Home  Series  A Stock.  As of June  30,  2000 and
     December 31, 1999, 10% and 30% of the  Excite@Home  Series A shares held by
     the Company were contractually  restricted shares (the "Restricted Shares")
     and 90% and 70% of the Excite@Home Series A shares held by the Company were
     unrestricted shares (the "Unrestricted  Shares").  The Company has recorded
     the  Restricted  Shares at their  historical  cost of $0.3 million and $0.6
     million and the Unrestricted  Shares and warrants,  which are classified as
     available for sale,  at their  estimated  fair value of $655.8  million and
     $918.0 million, respectively, as of June 30, 2000 and December 31, 1999.

     In March 2000, Excite@Home and its principal cable partners,  including the
     Company,  entered into an  agreement  (the "March  Agreement")  pursuant to
     which the  Company  agreed to enter into a new  non-exclusive  distribution
     agreement with Excite@Home for the period from June 2002 through June 2006,
     give up its Board level veto rights and resign from the  Excite@Home  Board
     of  Directors.  Also under the March  Agreement,  the  Company may elect to
     terminate  the  existing  exclusive  distribution  agreement  (which  would
     otherwise  expire in June 2002) or the new  distribution  agreement  at any
     time beginning June 2001 on at least six months notice.  Under the terms of
     the March Agreement,  AT&T agreed to give the Company the right to sell its
     Excite@Home Series A shares to AT&T at any time between January 1, 2001 and
     June 4, 2002 at a price equal to the higher of $48 per share or the average
     per share  trading  price for a 30-day  trading  period (as  defined).  The
     aggregate  value of the  Excite@Home  Series A shares  that  AT&T  would be
     required  to  purchase  from the  Company is limited to $1.5  billion.  The
     Company has the right to elect  payment in the form of cash or in shares of
     AT&T common stock.

     In addition, the existing Excite@Home warrants held by the Company would be
     amended to eliminate any  performance  vesting  conditions  and the Company
     would  receive new warrants  with an exercise  price of $29.54 per share to
     purchase two shares of  Excite@Home  Series A Stock for each home passed by
     the Company's cable communications  systems. The new warrants would vest in
     installments  every six  months  beginning  in June 2001 and would be fully
     vested in June 2006  provided  that the  Company has not elected to earlier
     terminate its existing or the new distribution agreement.  The new warrants
     would include customary registration rights and would expire in March 2015.

     All necessary  stockholder and other approvals  required to close under the
     March  Agreement  have been  received.  However,  in June 2000  Cablevision
     Systems  Corporation  ("Cablevision"),  a warrant holder in Excite@Home and
     also a party to various agreements with Excite@Home and its principal cable
     partners,  brought an action in Delaware Chancery Court against Excite@Home
     and its principal cable partners seeking to enjoin the closing and alleging
     that  the  March  Agreement   breached   certain   contractual   rights  of
     Cablevision.  The parties have agreed not to  consummate  the  transactions
     contemplated  by the March Agreement until the conclusion of a trial on the
     merits of the Cablevision action,  which is scheduled to begin on September
     11, 2000.  Although the Company  believes  that the  defendants  have valid
     defenses  and  counterclaims  to  Cablevision's  action,  there  can  be no
     assurance that the defendants  will prevail in this litigation and that the
     closing under the March Agreement will occur.

                                       10
<PAGE>
                      COMCAST CORPORATION AND SUBSIDIARIES
                                    FORM 10-Q
                           QUARTER ENDED JUNE 30, 2000
        NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS - CONTINUED
                                   (Unaudited)

     Gains on Exchanges of Fair Value Method Investments
     During the six months  ended June 30,  2000 and 1999,  in  connection  with
     certain mergers of publicly traded companies held by the Company  accounted
     for as investments available for sale, the Company recognized pre-tax gains
     of  $33.0  million  and  $187.6  million,  respectively,  representing  the
     difference between the fair value of the securities received by the Company
     and the Company's cost basis in the securities  exchanged.  Such gains were
     recorded as a reclassification  from accumulated other comprehensive income
     to investment income.

     Impairment Losses
     During  the six months  ended  June 30,  2000 and 1999 and during the three
     months ended June 30, 2000 and 1999, the Company recorded pre-tax losses of
     $7.4 million,  $35.5 million, $2.5 million and $0.2 million,  respectively,
     on  certain  of its  investments  based  on a  decline  in  value  that was
     considered  other than  temporary.  Such losses are included in  investment
     income in the Company's condensed  consolidated statement of operations and
     accumulated deficit.

     Investment Expense Related to Call Options
     During the six and three months ended June 30, 1999,  the Company  recorded
     $100.8  million and $49.4  million,  respectively,  of  investment  expense
     related to changes in the value of and the  settlement  of call  options on
     certain  of the  Company's  fair  value  method  investments,  all of which
     expired by November 1999.

     Equity Method
     The Company records its proportionate interests in the net income (loss) of
     certain of its equity method investees in arrears.  The Company's  recorded
     investments  exceed its  proportionate  interests  in the book value of the
     investees' net assets by $179.8 million as of June 30, 2000 (related to the
     Company's  investment in The Golf Channel).  Such excess is being amortized
     to equity in net income or loss,  over a period of twenty  years,  which is
     consistent with the estimated lives of the underlying  assets. The original
     cost of  investments  accounted for under the equity method  totaled $363.1
     million  and $235.6  million as of June 30,  2000 and  December  31,  1999,
     respectively.

     During  February  2000,  the  Company  exercised  a call option to purchase
     shares held by certain  founding  members and members of  management of The
     Golf Channel for a total purchase price of $99.0 million. In addition,  the
     Company  purchased  shares held by other  minority  shareholders  for $26.3
     million   during   March  2000  and  $11.2   million   during  April  2000,
     respectively.  The Company's current ownership after these  transactions is
     60.3%.  The  Company  will  continue to record its  investment  in The Golf
     Channel under the equity method due to certain veto rights that are held by
     one of the remaining minority partners.

     As a result of the  Lenfest  Acquisition  (see  Note 3),  the  Company  has
     consolidated  the results of Garden State Cable,  previously  accounted for
     under the equity method, effective January 2000.

     Sales of Other Investments
     During  the six months  ended  June 30,  2000 and 1999 and during the three
     months ended June 30, 2000 and 1999, the Company  recognized  pre-tax gains
     to investment  income of $237.4  million,  $14.9 million,  $6.9 million and
     $14.6 million, respectively, on sales of certain of its other investments.

5.   LONG-TERM DEBT

     ZONES
     During the fourth  quarter of 1999,  the  Company  issued an  aggregate  of
     approximately 48.3 million (as adjusted for Sprint PCS' 2-for-1 stock split
     in February 2000) 2.0% Exchangeable  Subordinated  Debentures due 2029 (the
     "ZONES")  for  aggregate  gross  proceeds of $1.807  billion.  At maturity,
     holders of the ZONES are entitled to receive in cash an amount equal to the
     higher of (a) the principal amount of the ZONES, or (b) the market value of
     Sprint PCS 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.

                                       11
<PAGE>
                      COMCAST CORPORATION AND SUBSIDIARIES
                                    FORM 10-Q
                           QUARTER ENDED JUNE 30, 2000
        NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS - CONTINUED
                                   (Unaudited)

     The ZONES are being accounted for as an indexed debt  instrument  since the
     maturity  value is  dependent  upon the fair  value of  Sprint  PCS  Stock.
     Therefore, the carrying value of the ZONES is marked to market each balance
     sheet date to reflect  the fair  value of the  underlying  Sprint PCS Stock
     with the change included in expense (income) related to indexed debt in the
     Company's  condensed  consolidated  statement of operations and accumulated
     deficit.  During the six and three months ended June 30, 2000,  the Company
     recorded  expense  (income)  related to indexed debt of $398.0  million and
     ($289.5) million,  respectively.  The Company's investment in Sprint PCS is
     accounted  for as  available  for sale,  with  changes in fair value  being
     reflected in accumulated other comprehensive income (see Note 4).

     Debt Assumed
     In connection with the Lenfest  Acquisition and the consolidation of Garden
     State  Cable (see Note 3), the  Company  assumed  aggregate  debt of $1.612
     billion with interest rates ranging between 6.95% and 10.5%, and maturities
     between 2001 and 2008.

     Extraordinary Items
     Extraordinary  items during the six months ended June 30, 2000 and 1999 and
     during the three months ended June 30, 2000 and 1999 of $16.2 million, $3.0
     million,  $11.1  million  and  $2.3  million,   respectively,   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 June 30, 2000 and December 31, 1999, the Company's effective weighted
     average  interest  rate on its  long-term  debt  outstanding  was 6.71% and
     6.55%, respectively. The Company's effective weighted average interest rate
     excludes the effects of the ZONES mark to market adjustments for both dates
     presented.

     Lines of Credit
     As of June 30, 2000,  certain  subsidiaries of the Company had unused lines
     of credit of $1.281  billion,  $681.4 million of which is restricted by the
     covenants of the related debt agreements and to subsidiary general purposes
     and dividend declaration.

6.   STOCKHOLDERS' EQUITY

     Repurchase Program
     Based on the trade date for stock repurchases,  during the six months ended
     June 30,  2000 and 1999 and the  three  months  ended  June 30,  2000,  the
     Company  repurchased  approximately 6.0 million shares,  0.2 million shares
     and 2.7 million  shares,  respectively,  of its common stock for  aggregate
     consideration   of  $219.6  million,   $11.5  million  and  $91.7  million,
     respectively, pursuant to its Board-authorized repurchase program.

     As part of the  repurchase  program,  during the six months  ended June 30,
     2000,  the Company  sold put  options on 2.0 million  shares of its Class A
     Special  Common  Stock.  The put  options  mature on  specific  dates  from
     September  through November 2000. The amount the Company would be obligated
     to pay to repurchase such shares upon exercise of the put options, totaling
     $82.0 million,  was reclassified  from additional  capital to common equity
     put options in the Company's June 30, 2000 condensed  consolidated  balance
     sheet.

     On  August  4,  2000,  the  Company's  Board  of  Directors   authorized  a
     continuation of its stock repurchase program, pursuant to which the Company
     may purchase,  in the open market or in private  transactions  up to $500.0
     million of its outstanding common equity securities.


                                       12
<PAGE>
                      COMCAST CORPORATION AND SUBSIDIARIES
                                    FORM 10-Q
                           QUARTER ENDED JUNE 30, 2000
        NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS - CONTINUED
                                   (Unaudited)

     Share Exchange
     During the six months ended June 30, 2000, the Company issued approximately
     1.0 million  shares of its Class A Special  Common  Stock in  exchange  for
     approximately  1.1 million shares of its Class A Common Stock.  The Class A
     Common Stock was subsequently retired.

     Comprehensive (Loss) Income
     Total  comprehensive  (loss)  income for the six months ended June 30, 2000
     and 1999 and for the three months ended June 30, 2000 and 1999 was ($3.068)
     billion, $2.573 billion, ($1.884) billion and $1.358 billion, respectively.
     Total  comprehensive  (loss) income includes net income (loss),  unrealized
     gains (losses) on marketable  securities and foreign  currency  translation
     gains (losses) for the periods presented.

7.   STATEMENT OF CASH FLOWS - SUPPLEMENTAL INFORMATION

     During the six months ended June 30, 2000, the Company  acquired all of the
     capital  stock and/or  partnership  interests not  previously  owned by the
     Company of Lenfest,  Garden State Cable, Jones Intercable and Comcast MHCP,
     principally  through the issuance of the Company's  Class A Special  Common
     Stock (see Note 3). The fair values of the assets and liabilities  acquired
     by the Company  during the six months ended June 30, 2000 are  presented as
     follows (in millions):


          Current assets.....................................    $268.7
          Investments........................................     147.6
          Property, plant & equipment........................   1,081.7
          Deferred charges...................................  11,009.5
          Current liabilities................................    (237.5)
          Long-term debt.....................................  (1,611.6)
          Deferred incomes taxes.............................  (2,854.3)
                                                              ---------
                   Net assets acquired.......................  $7,804.1
                                                              =========

     The Company  made cash  payments  for  interest of $358.4  million,  $255.2
     million, $231.6 million and $198.8 million during the six months ended June
     30, 2000 and 1999 and during the three months ended June 30, 2000 and 1999,
     respectively.

     The Company made cash payments for income taxes of $596.9  million,  $112.5
     million,  $140.9 million and $93.6 million during the six months ended June
     30, 2000 and 1999 and during the three months ended June 30, 2000 and 1999,
     respectively.

8.   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 these  actions will not  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  $500  million;  however the
     Company's  current  estimate of the amount of 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 $150
     million.

                                       13
<PAGE>
                      COMCAST CORPORATION AND SUBSIDIARIES
                                    FORM 10-Q
                           QUARTER ENDED JUNE 30, 2000
        NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS - CONTINUED
                                   (Unaudited)

9.   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  (see the  Company's  condensed  consolidated  statement  of
     operations and accumulated deficit) (dollars in millions).

<TABLE>
<CAPTION>
                                                                      Cable                 Corporate and
                                                                 Communications   Commerce    Other (1)     Total
                                                                 --------------   --------    ---------     -----
<S>                                                                  <C>         <C>            <C>       <C>
     Six Months Ended June 30, 2000
     ------------------------------
     Revenues, net...............................................    $1,998.3    $1,591.6       $261.1    $3,851.0
     Operating income before depreciation and amortization (2)...       904.3       278.7          6.7     1,189.7
     Depreciation and amortization...............................     1,072.1        59.0         49.0     1,180.1
     Operating (loss) income.....................................      (167.8)      219.7        (42.3)        9.6
     Interest expense............................................       243.0        18.0         70.8       331.8
     Capital expenditures........................................       491.3        77.9         38.8       608.0

     Three Months Ended June 30, 2000
     --------------------------------
     Revenues, net...............................................    $1,022.0      $770.6       $119.5    $1,912.1
     Operating income before depreciation and amortization (2)...       467.5       134.0          1.3       602.8
     Depreciation and amortization...............................       569.6        29.5         35.3       634.4
     Operating (loss) income.....................................      (102.1)      104.5        (34.0)      (31.6)
     Interest expense............................................       118.9         9.0         35.3       163.2
     Capital expenditures........................................       262.8        43.2         12.9       318.9

     As of June 30, 2000
     -------------------
     Assets......................................................   $22,528.5    $2,232.0    $10,571.2   $35,331.7
     Long-term debt, less current portion........................     6,039.4       421.7      3,757.5    10,218.6

     Six Months Ended June 30, 1999
     ------------------------------
     Revenues, net...............................................    $1,353.7    $1,425.4       $216.8    $2,995.9
     Operating income before depreciation and amortization (2)...       623.9       252.4          6.2       882.5
     Depreciation and amortization...............................       454.7        57.6         33.8       546.1
     Operating income (loss).....................................       169.2       194.8        (27.6)      336.4
     Interest expense............................................       159.0        20.6         75.1       254.7
     Capital expenditures........................................       290.0        25.0         11.4       326.4

     Three Months Ended June 30, 1999
     --------------------------------
     Revenues, net...............................................      $748.9      $703.1        $97.2    $1,549.2
     Operating income (loss) before depreciation and
       amortization (2)..........................................       343.4       121.5         (7.6)      457.3
     Depreciation and amortization...............................       260.5        29.2         17.8       307.5
     Operating income (loss).....................................        82.9        92.3        (25.4)      149.8
     Interest expense............................................        93.3        10.2         40.0       143.5
     Capital expenditures........................................       184.4        14.1          5.5       204.0
<FN>
     ---------------
     (1)  Other includes  segments not meeting certain  quantitative  guidelines
          for reporting. Other includes certain other operating businesses, such
          as  Comcast-Spectacor,  L.P., E!  Entertainment  Television,  Inc. and
          elimination entries related to the segments  presented.  Corporate and
          other assets consist primarily of the Company's  investments (see Note
          4).
     (2)  Operating  income before  depreciation  and  amortization  is commonly
          referred to in the  Company's  businesses  as  "operating  cash flow."
          Operating  cash flow is a measure of a  company's  ability to generate
          cash to service

                                       14
<PAGE>
                      COMCAST CORPORATION AND SUBSIDIARIES
                                    FORM 10-Q
                           QUARTER ENDED JUNE 30, 2000
        NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS - CONCLUDED
                                   (Unaudited)

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

                                       15

<PAGE>
                      COMCAST CORPORATION AND SUBSIDIARIES
                                    FORM 10-Q
                           QUARTER ENDED JUNE 30, 2000

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

Overview

     We have  experienced  significant  growth  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.   Cash   requirements   for   acquisitions  and  capital
expenditures  have been provided  through our financing  activities and sales of
investments,  as well as our existing  cash,  cash  equivalents  and  short-term
investments.

     We have in the past acquired and we will be 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  must be  integrated  into our
business  practices  and  operations.  We  assumed  management  control  of  the
operations of Prime  Communications LLC in August 2000. Our previously announced
cable system exchanges with Adelphia  Communications  and AT&T Corp. are subject
to closing conditions and regulatory  approvals and are expected to close in the
fourth quarter of 2000. Our results of operations may be significantly  affected
by our ability to efficiently and effectively manage these changes.

General Developments of Business

     See Note 3 to our condensed  consolidated  financial statements included in
Item 1.

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.
However,  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, principally through our cash
flows  from  operating   activities,   existing  cash,   cash   equivalents  and
investments.

     See Note 8 to our condensed  consolidated  financial statements included in
Item 1.

     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 June 30,
2000 were $3.627 billion, substantially all of which is unrestricted.

     Investments

     See Note 4 to our condensed  consolidated  financial statements included in
Item  1. 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.  However, to the extent we do not fund our investees'
non-binding  capital  calls,  we  are  subject  to  dilution  of  our  ownership
interests.  We  continually  evaluate our existing  investments,  as well as new
investment opportunities.

     Financing

     See  Notes  5 and 6 to  our  condensed  consolidated  financial  statements
included in Item 1.

     As of June 30, 2000 and December 31, 1999,  our long-term  debt,  including
current portion, was $10.365 billion and $9.225 billion, respectively. Excluding
the effects of interest rate risk management instruments, 23.5% and 25.4% of our
long-term debt as of June 30, 2000 and December 31, 1999,  respectively,  was at
variable rates.

     The $1.140  billion  increase  in our  long-term  debt,  including  current
portion,  results principally from the $1.326 billion of Lenfest Communications,
Inc.  ("Lenfest")  debt  that we  assumed  and the  $286.0  million  of  Comcast
Cablevision of Garden State,  L.P. ("Garden State Cable") (formerly Garden State
Cablevision  L.P.) debt that we  consolidated in connection with the acquisition
of  Lenfest in January  2000 (see  Notes 3 and 5 to our  condensed  consolidated
financial  statements  included in Item 1), the $398.0  million  non-cash,  non-
interest  bearing  adjustment  to  the  carrying  value  of the  Company's  2.0%
Exchangeable  Subordinated  Debentures  due 2029 (the  "ZONES")  during  the six
months ended June 30, 2000 (see Note 5 to our condensed consolidated

                                       16
<PAGE>
                      COMCAST CORPORATION AND SUBSIDIARIES
                                    FORM 10-Q
                           QUARTER ENDED JUNE 30, 2000


financial  statements  included  in Item 1) and $188.8  million  of  borrowings,
offset in part by  retirements  and  repayments of our long-term  debt of $1.078
billion during the six months ended June 30, 2000.

     We have and may  from  time to time 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.

     Equity Price Risk

     At maturity, holders of the ZONES are entitled to receive in cash an amount
equal to the higher of (a) the principal  amount of the ZONES, or (b) the market
value of Sprint PCS stock.  The ZONES are being accounted for as an indexed debt
instrument  since the maturity  value is dependent upon the fair value of Sprint
PCS stock.

     During  1999,  we entered  into  cashless  collar  agreements  (the "Equity
Collars")  covering  $1.365  billion  notional  amount of investment  securities
accounted  for at fair  value.  The Equity  Collars  limit our  exposure  to and
benefits from price fluctuations in the underlying equity securities. The Equity
Collars  mature between 2001 and 2003. As we account for the Equity Collars as a
hedge,  changes in the value of the Equity Collars are  substantially  offset by
changes  in the value of the  underlying  investment  securities  which are also
marked to market through accumulated other comprehensive income in our condensed
consolidated balance sheet.

     Interest Rate Risk

     During  the six  months  ended  June  30,  2000,  in  connection  with  our
acquisition  of  Lenfest  (see Note 3 to our  condensed  consolidated  financial
statements  included in Item 1), we acquired  interest rate exchange  agreements
("Swaps") with an aggregate  notional  amount of $275.0  million.  Swaps with an
aggregate  notional  amount of $840.0 million either were  terminated or expired
during the six months  ended June 30, 2000.  As of June 30, 2000,  we have Swaps
with an aggregate  notional  amount of $1.187 billion having an average pay rate
of 6.93% and an average receive rate of 7.31%.


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

Statement of Cash Flows

     Cash and cash equivalents decreased $269.9 million as of June 30, 2000 from
December 31, 1999. The decrease in cash and cash equivalents  resulted from cash
flows from  operating,  financing and investing  activities  which are explained
below.

     Net cash  provided  by  operating  activities  from  continuing  operations
amounted  to  $173.7  million  for the six  months  ended  June  30,  2000,  due
principally  to the effects of our  acquisition  of Lenfest in January 2000 (see
Note 3 to our condensed  consolidated  financial  statements included in Item 1)
and increases in our operating income before  depreciation and amortization (see
"Results of  Operations"),  offset by changes in working  capital as a result of
the timing of receipts and disbursements.

     Net cash used in financing  activities  from continuing  operations,  which
includes  borrowings  and  repayments  of  debt,  as well as the  issuances  and
repurchases  of our equity  securities,  was $1.088  billion  for the six months
ended June 30,  2000.  During the six months  ended June 30,  2000,  we borrowed
$188.8  million,  consisting  primarily of borrowings  under  revolving lines of
credit held by our  subsidiaries.  During the six months  ended June 30, 2000 we
repaid $1.078  billion of our  long-term  debt,  consisting  primarily of $572.0
million of repayments on certain of our revolving  credit  facilities and $471.0
million of  aggregate  repurchases  of  various  of our senior  notes and of our
senior subordinated  debentures.  In addition,  during the six months ended June
30, 2000,  we had proceeds of $21.5  million  related to issuances of our common
stock and the sale of put  options on our common  stock and  repurchased  $219.6
million of our common stock.

     Net cash provided by investing  activities from  continuing  operations was
$644.0  million for the six months  ended June 30,  2000.  Net cash  provided by
investing activities includes net proceeds from sales of short-term  investments
of $867.4  million and proceeds  from sales of  investments  of $983.8  million,
offset by the effects of acquisitions,  net of cash acquired,  of $83.8 million,
consisting  of  our  acquisition  of  certain  cable   communications   systems,
investments  of $348.7  million,  capital  expenditures  of $608.0  million  and
additions to deferred charges of $166.7 million.

                                       17
<PAGE>
                      COMCAST CORPORATION AND SUBSIDIARIES
                                    FORM 10-Q
                           QUARTER ENDED JUNE 30, 2000

Results of Operations

     Our summarized  consolidated  financial  information  for the six and three
months  ended June 30, 2000 and 1999 is as follows  (dollars in  millions,  "NM"
denotes percentage is not meaningful):

<TABLE>
<CAPTION>
                                                                  Six Months Ended
                                                                      June 30,          Increase / (Decrease)
                                                                  2000        1999          $           %
                                                                ---------   ---------   ---------   ---------
<S>                                                              <C>         <C>           <C>           <C>
Revenues.....................................................    $3,851.0    $2,995.9      $855.1        28.5%
Cost of goods sold from electronic retailing.................     1,015.2       912.6       102.6        11.2
Operating, selling, general and administrative expenses......     1,646.1     1,200.8       445.3        37.1
                                                                ---------   ---------   ---------
Operating income before depreciation and amortization (1)....     1,189.7       882.5       307.2        34.8
Depreciation.................................................       376.7       254.0       122.7        48.3
Amortization.................................................       803.4       292.1       511.3          NM
                                                                ---------   ---------
Operating income.............................................         9.6       336.4      (326.8)      (97.1)
                                                                ---------   ---------
Interest expense.............................................       331.8       254.7        77.1        30.3
Investment income............................................      (959.4)     (128.0)      831.4          NM
Expense related to indexed debt..............................       398.0                   398.0          NM
Equity in net losses of affiliates...........................         4.0         1.6         2.4          NM
Other expense (income).......................................         8.6    (1,430.9)   (1,439.5)         NM
Income tax expense...........................................       153.3       723.7      (570.4)      (78.8)
Minority interest............................................        60.9       (12.8)      (73.7)         NM
                                                                ---------   ---------
Income from continuing operations before
   extraordinary items.......................................       $12.4      $928.1     ($915.7)      (98.7%)
                                                                =========   =========

<CAPTION>
                                                                 Three Months Ended
                                                                      June 30,          Increase / (Decrease)
                                                                  2000        1999          $           %
                                                                ---------   ---------   ---------   ---------
<S>                                                              <C>         <C>           <C>           <C>
Revenues.....................................................    $1,912.1    $1,549.2      $362.9        23.4%
Cost of goods sold from electronic retailing.................       488.2       449.4        38.8         8.6
Operating, selling, general and administrative expenses......       821.1       642.5       178.6        27.8
                                                                ---------   ---------   ---------
Operating income before depreciation and amortization (1)....       602.8       457.3       145.5        31.8
Depreciation.................................................       204.8       137.3        67.5        49.2
Amortization.................................................       429.6       170.2       259.4          NM
                                                                ---------   ---------
Operating (loss) income......................................       (31.6)      149.8      (181.4)         NM
                                                                ---------   ---------
Interest expense.............................................       163.2       143.5        19.7        13.7
Investment income............................................      (314.8)       (0.2)      314.6          NM
Income related to indexed debt...............................      (289.5)                  289.5          NM
Equity in net losses of affiliates...........................         1.1         2.7        (1.6)      (59.3)
Other income.................................................        (2.2)   (1,430.7)   (1,428.5)      (99.8)
Income tax expense...........................................       185.1       636.3      (451.2)      (70.9)
Minority interest............................................        26.7       (28.1)      (54.8)         NM
                                                                ---------   ---------
Income from continuing operations before
   extraordinary items.......................................      $198.8      $826.3     ($627.5)      (75.9%)
                                                                =========   =========
<FN>
------------
(1)  Operating income before  depreciation and amortization is commonly referred
     to in our  businesses as "operating  cash flow."  Operating  cash flow is a
     measure of a company's ability to generate cash to service its obligations,
     including  debt  service  obligations,  and to  finance  capital  and other
     expenditures. In part due to the capital intensive nature of our businesses
     and the resulting  significant level of non-cash  depreciation  expense and
     amortization expense,  operating cash flow is frequently used as one of the
     bases for comparing  businesses in our industries,  although our measure of
     operating cash flow may not be comparable to similarly  titled  measures of
     other  companies.  Operating  cash flow is the  primary  basis  used by our
     management to measure the operating performance

                                       18

<PAGE>
                      COMCAST CORPORATION AND SUBSIDIARIES
                                    FORM 10-Q
                           QUARTER ENDED JUNE 30, 2000


     of our  businesses.  Operating  cash flow does not purport to represent net
     income or net cash  provided by  operating  activities,  as those terms are
     defined under generally accepted accounting  principles,  and should not be
     considered as an  alternative to such  measurements  as an indicator of our
     performance.  See  "Statement  of Cash Flows" above for a discussion of net
     cash provided by operating activities.
</FN>
</TABLE>

Operating Results by Business Segment

     The following  represent the operating results of our significant  business
segments, "Cable Communications" and "Commerce." The remaining components of our
operations  are not  independently  significant  to our  consolidated  financial
position  or results of  operations  (see Note 9 to our  condensed  consolidated
financial statements included in Item 1).

     Cable Communications

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

<TABLE>
<CAPTION>
                                                                   Six Months Ended
                                                                       June 30,                 Increase
                                                                   2000        1999           $           %
                                                                 ---------   ---------    ---------    --------
<S>                                                               <C>         <C>            <C>           <C>
Service income...............................................     $1,998.3    $1,353.7       $644.6        47.6%
Operating, selling, general and administrative expenses......      1,094.0       729.8        364.2        49.9
                                                                 ---------   ---------    ---------    --------
Operating income before depreciation
     and amortization (a)....................................       $904.3      $623.9       $280.4        44.9%
                                                                 =========   =========    =========    ========

<CAPTION>
                                                                  Three Months Ended
                                                                       June 30,                 Increase
                                                                   2000        1999           $           %
                                                                 ---------   ---------    ---------    --------
<S>                                                               <C>           <C>          <C>           <C>
Service income...............................................     $1,022.0      $748.9       $273.1        36.5%
Operating, selling, general and administrative expenses......        554.5       405.5        149.0        36.7
                                                                 ---------   ---------    ---------    --------
Operating income before depreciation
     and amortization (a)....................................       $467.5      $343.4       $124.1        36.1%
                                                                 =========   =========    =========    ========
<FN>
---------------
(a) See footnote (1) on page 18.
</FN>
</TABLE>

     Of the respective  $644.6  million and $273.1 million  increases in service
income for the six and three month periods from 1999 to 2000, $532.2 million and
$212.7   million  are  due  to  the  effects  of  our   acquisitions   of  cable
communications systems and $112.4 million and $60.4 million are due to growth in
our historical  operations.  Of the respective  $112.4 million and $60.4 million
increases related to our historical operations,  $49.1 million and $24.8 million
are due  principally  to  subscriber  growth in  digital  cable and cable  modem
Internet  access  service,  $13.3 million and $6.3 million are due to subscriber
growth in analog cable  service,  $35.3 million and $17.1 million are related to
changes in rates,  $9.9 million and $5.1 million are  attributable  to growth in
cable advertising  sales, $0.3 million and $4.5 million are related to increases
in pay per view  revenue  as a result of more  events  during  the six and three
months  ended June 30,  2000,  and $4.5  million and $2.6 million are related to
increases in other service offerings.

     Of the respective $364.2 million and $149.0 million increases in operating,
selling,  general,  and  administrative  expenses  for the six and  three  month
periods  from 1999 to 2000,  $277.6  million  and $96.1  million  are due to the
effects of our  acquisitions of cable  communications  systems and $86.6 million
and $52.9 million are due to growth in our historical  operations.  Of the $86.6
million and $52.9 million increases related to our historical operations,  $31.4
million and $17.1 million are due to increases in the costs of cable programming
as a result of  changes  in rates,  subscriber  growth  and  additional  channel
offerings,  $24.0  million and $10.8 million are due  principally  to subscriber
growth in cable modem Internet access  service,  $32.3 million and $23.4 million
result from  increases  in labor costs and other  volume  related  expenses  and
($1.1)  million and $1.6 million relate to changes in  pay-per-view  programming
costs during the six and three months ended June 30, 2000.

                                       19
<PAGE>
                      COMCAST CORPORATION AND SUBSIDIARIES
                                    FORM 10-Q
                           QUARTER ENDED JUNE 30, 2000


Commerce

     The  following  presents the  operating  results of our  commerce  segment,
consisting  of the  operations  of QVC,  Inc. and its  subsidiaries  ("QVC"),  a
majority owned and controlled subsidiary (dollars in millions).

<TABLE>
<CAPTION>
                                                                   Six Months Ended
                                                                       June 30,                 Increase
                                                                   2000        1999           $           %
                                                                 ---------   ---------    ---------    --------
<S>                                                               <C>         <C>            <C>           <C>
Net sales from electronic retailing..........................     $1,591.6    $1,425.4       $166.2        11.7%
Cost of goods sold from electronic retailing.................      1,015.2       912.6        102.6        11.2
Operating, selling, general and administrative
     expenses................................................        297.7       260.4         37.3        14.3
                                                                 ---------   ---------    ---------    --------
Operating income before depreciation
     and amortization (a)....................................       $278.7      $252.4        $26.3        10.4%
                                                                 =========   =========    =========    ========
Gross margin.................................................         36.2%       36.0%
                                                                 =========   =========

<CAPTION>
                                                                  Three Months Ended
                                                                       June 30,                 Increase
                                                                   2000        1999           $           %
                                                                 ---------   ---------    ---------    --------
<S>                                                                 <C>         <C>           <C>           <C>
Net sales from electronic retailing..........................       $770.6      $703.1        $67.5         9.6%
Cost of goods sold from electronic retailing.................        488.2       449.4         38.8         8.6
Operating, selling, general and administrative
     expenses................................................        148.4       132.2         16.2        12.3
                                                                 ---------   ---------    ---------    --------
Operating income before depreciation
     and amortization (a)....................................       $134.0      $121.5        $12.5        10.3%
                                                                 =========   =========    =========    ========
Gross margin.................................................         36.6%       36.1%
                                                                 =========   =========
<FN>
---------------
(a) See footnote (1) on page 18.
</FN>
</TABLE>

     The increase in net sales from  electronic  retailing of $166.2 million for
the six month period from 1999 to 2000 is due to following: an increase of 4.2%,
10.5% and 41.3% in the average  number of homes  receiving  QVC  services in the
United  States  ("US"),  United  Kingdom  ("UK") and Germany,  respectively;  an
increase  of 4.7% and  18.0% in net  sales  per home in the US and  Germany  (in
Deutschemarks),  respectively,  and a 7.0% decrease in net sales per home in the
UK (in British  pounds);  and the negative  effects of  fluctuations  in foreign
currency exchange rates during the period.

     The increase in net sales from  electronic  retailing of $67.5  million for
the three month period from 1999 to 2000 is due to the following: an increase of
4.8%,  9.2% and 45.2% in the average  number of homes  receiving QVC services in
the US, UK and Germany,  respectively; an increase of 2.8% and 5.5% in net sales
per home in the US and Germany (in  Deutschemarks),  and a 7.7%  decrease in net
sales per home in the UK (in British  pounds),  respectively;  and the  negative
effects of fluctuations in foreign currency exchange rates during the period.

         The increase in cost of goods sold is  primarily  related to the growth
in net sales. The changes in gross margin are a result of a shift in sales mix.

         In connection with new accounting  guidance issued in May and July 2000
(see discussion of EITF 00-10 at Note 2 to our condensed  consolidated financial
statements  included in Item 1), QVC reclassified  shipping and handling revenue
from cost of goods sold from  electronic  retailing to net sales from electronic
retailing  for all periods  presented.  This  reclassification  had no effect on
QVC's reported  operating  income before  depreciation  and  amortization and no
significant effect on growth in net sales from electronic retailing.  The effect
of  the  reclassification  was to  increase  QVC's  net  sales  from  electronic
retailing by  approximately  11% and to decrease  gross margin by  approximately
four percentage points,  respectively,  for all periods presented as compared to
the amounts previously reported.

                                       20
<PAGE>
                      COMCAST CORPORATION AND SUBSIDIARIES
                                    FORM 10-Q
                           QUARTER ENDED JUNE 30, 2000


     Of the respective  $37.3 million and $16.2 million  increases in operating,
selling, general and administrative expenses for the six and three month periods
from 1999 to 2000,  $16.8  million and $5.9 million are  attributable  to higher
variable costs  associated  with the increase in sales volume,  and $3.1 million
and $3.1 million are attributable to certain lease termination costs incurred in
the UK during the second quarter of 2000. The remaining  increases are primarily
attributable to higher  personnel costs to support the increased sales volume in
the US and Germany.

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

     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 depreciation  expense,  amortization expense and
interest  expense  for the six and  three  month  periods  from 1999 to 2000 are
primarily due to the effects of our  acquisition of Lenfest in January 2000, our
acquisition  of  a  controlling  interest  in  Jones  Intercable,  Inc.  ("Jones
Intercable")  in  April  1999,  as  well  as our  increased  levels  of  capital
expenditures.

     Interest Expense

     The $77.1 million and $19.7 million  increases in interest  expense for the
six and three month  periods from 1999 to 2000 are  primarily due to the effects
of our  acquisition of Lenfest in January 2000, our acquisition of a controlling
interest  in Jones  Intercable  in April 1999 and the  issuance  of the ZONES in
October and November 1999, offset, in part, by the effects of our repayments and
retirement of debt.

     We anticipate that, for the foreseeable future,  interest expense will be a
significant cost to us and will have a significant adverse effect on our ability
to realize  net  earnings.  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

     During  the six months  ended  June 30,  2000 and 1999 and during the three
months  ended June 30,  2000 and 1999,  we  recognized  pre-tax  gains of $828.6
million, $14.9 million, $272.2 million and $14.6 million, respectively, on sales
of certain of our investments.

     During the six months  ended June 30,  2000 and 1999,  in  connection  with
certain  mergers of publicly  traded  companies  held by us and accounted for as
investments available for sale, we recognized pre-tax gains of $33.0 million and
$187.6 million, respectively, representing the difference between the fair value
of the securities received by us and our basis in the securities exchanged. Such
gains were recorded as  reclassifications  from accumulated other  comprehensive
income to investment income.

     During the six and three months ended June 30, 1999, we recorded investment
expense of $100.8  million and $49.4 million  related to changes in the value of
and the  settlement  of call  options  on  certain  of our  unrestricted  equity
investments, all of which expired by November 1999.

     During  the six months  ended  June 30,  2000 and 1999 and during the three
months ended June 30, 2000 and 1999, we recorded pre-tax losses of $7.4 million,
$35.5 million, $2.5 million and $0.2 million on certain of our investments based
on a decline in value that was considered other than temporary.

     Expense (Income) Related to Indexed Debt

     The ZONES are being accounted for as an indexed debt  instrument  since the
maturity value is dependent upon the fair value of Sprint PCS stock.  During the
six and three months ended June 30, 2000, we recorded  expense  (income) related
to indexed debt of $398.0 million and ($289.5) million to reflect the fair value
of the underlying Sprint PCS stock.

     Other Expense (Income)

     The $1.440 billion and $1.429 billion decreases in other income for the six
and three month  periods  from 1999 to 2000 are  primarily  attributable  to the
receipt  of  the  $1.5  billion   termination  fee  from  MediaOne  Group,  Inc.
("MediaOne"),  net of transaction  costs,  in May 1999 as a result of MediaOne's
termination of its Agreement and Plan of Merger with us dated March 1999.

                                       21
<PAGE>
                      COMCAST CORPORATION AND SUBSIDIARIES
                                    FORM 10-Q
                           QUARTER ENDED JUNE 30, 2000

     Income Tax Expense

     The changes in income tax expense for the six and three month  periods from
1999 to 2000 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 $73.7  million and $54.8 million  changes in minority  interest for the
six and three month periods from 1999 to 2000 are attributable to the effects of
our acquisition of a controlling interest in Jones Intercable in April 1999, our
acquisition of the California Public Employees  Retirement System's 45% interest
in Comcast  MHCP  Holdings  L.L.C.  in  February  2000 and to changes in the net
income or loss of our other less than 100% owned consolidated subsidiaries.

     Extraordinary Items

     During  the six months  ended  June 30,  2000 and 1999 and during the three
months ended June 30, 2000 and 1999, 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 of $16.2  million,  $3.0  million,  $11.1  million  and $2.3
million, respectively.

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




                                       22
<PAGE>
                      COMCAST CORPORATION AND SUBSIDIARIES
                                    FORM 10-Q
                           QUARTER ENDED JUNE 30, 2000


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 these actions will not materially affect
     our financial position, results of operations or liquidity.

     In March 2000, Excite@Home and its principal cable partners,  including the
     Company,  entered into an  agreement  (the "March  Agreement")  pursuant to
     which the  Company  agreed to enter into a new  non-exclusive  distribution
     agreement with Excite@Home for the period from June 2002 through June 2006,
     give up its Board level veto rights and resign from the  Excite@Home  Board
     of  Directors.  Also under the March  Agreement,  the  Company may elect to
     terminate  the  existing  exclusive  distribution  agreement  (which  would
     otherwise  expire in June 2002) or the new  distribution  agreement  at any
     time beginning June 2001 on at least six months notice.  Under the terms of
     the March Agreement,  AT&T agreed to give the Company the right to sell its
     Excite@Home Series A shares to AT&T at any time between January 1, 2001 and
     June 4, 2002 at a price equal to the higher of $48 per share or the average
     per share  trading  price for a 30-day  trading  period (as  defined).  The
     aggregate  value of the  Excite@Home  Series A shares  that  AT&T  would be
     required to purchase from the Company is limited to $1.5 billion.

     In addition, the existing Excite@Home warrants held by the Company would be
     amended to eliminate any  performance  vesting  conditions  and the Company
     would  receive new warrants  with an exercise  price of $29.54 per share to
     purchase two shares of  Excite@Home  Series A Stock for each home passed by
     the Company's cable communications  systems. The new warrants would vest in
     installments  every six  months  beginning  in June 2001 and would be fully
     vested in June 2006  provided  that the  Company has not elected to earlier
     terminate its existing or the new distribution agreement.  The new warrants
     would include customary registration rights and would expire in March 2015.

     All necessary  stockholder and other approvals  required to close under the
     March  Agreement  have been  received.  However,  in June 2000  Cablevision
     Systems  Corporation  ("Cablevision"),  a warrant holder in Excite@Home and
     also a party to various agreements with Excite@Home and its principal cable
     partners,  brought an action in Delaware Chancery Court against Excite@Home
     and its principal cable partners seeking to enjoin the closing and alleging
     that  the  March  Agreement   breached   certain   contractual   rights  of
     Cablevision.  The parties have agreed not to  consummate  the  transactions
     contemplated  by the March Agreement until the conclusion of a trial on the
     merits of the Cablevision action,  which is scheduled to begin on September
     11, 2000.  Although the Company  believes  that the  defendants  have valid
     defenses  and  counterclaims  to  Cablevision's  action,  there  can  be no
     assurance that the defendants  will prevail in this litigation and that the
     closing under the March Agreement will occur.

ITEM 4.   SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS

     At the Annual  Meeting on June 22,  2000,  the  shareholders  approved  the
     following proposals:

     To elect  nine  directors  to serve for the  ensuing  year and until  their
     respective successors shall have been duly elected and qualified.


<TABLE>
<CAPTION>
           Director                 Class of Stock             For                Withheld
           --------                 --------------             ---                --------

<S>                                    <C>                  <C>                    <C>
     Ralph J. Roberts                  Class A                 19,571,763             105,364
                                       Class B                141,665,625

     Julian A. Brodsky                 Class A                 18,866,986             810,141
                                       Class B                141,665,625

     Brian L. Roberts                  Class A                 19,573,238             103,889
                                       Class B                141,665,625


                                       23

<PAGE>
                      COMCAST CORPORATION AND SUBSIDIARIES
                                    FORM 10-Q
                           QUARTER ENDED JUNE 30, 2000

<CAPTION>
           Director                 Class of Stock             For                Withheld
           --------                 --------------             ---                --------

<S>                                    <C>                  <C>                    <C>
     Gustave G. Amsterdam              Class A                 19,561,541             115,586
                                       Class B                141,665,625

     Sheldon M. Bonovitz               Class A                 18,160,334           1,516,793
                                       Class B                141,665,625

     Joseph L. Castle II               Class A                 19,575,338             101,789
                                       Class B                141,665,625

     Bernard C. Watson                 Class A                 19,571,068             106,059
                                       Class B                141,665,625

     Irving A. Wechsler                Class A                 19,566,241             110,886
                                       Class B                141,665,625

     Anne Wexler                       Class A                 19,567,968             109,159
                                       Class B                141,665,625
</TABLE>

     To approve an amendment to the Comcast Corporation 1996 Stock Option Plan.


<TABLE>
<CAPTION>
           Class of Stock                    For              Against               Abstain
           --------------                    ---              -------               -------
<S>                                      <C>                 <C>                    <C>
               Class A                   16,249,759          3,294,512              132,856
               Class B                  141,665,625
</TABLE>

     To  ratify  the  appointment  of  Deloitte  & Touche  LLP as the  Company's
     independent auditors for the 2000 fiscal year.

<TABLE>
<CAPTION>
          Class of Stock                     For              Against               Abstain
          --------------                     ---              -------               -------
<S>                                      <C>                   <C>                  <C>
              Class A                    19,595,626            50,610               30,891
              Class B                   141,665,625
</TABLE>

ITEM 6.   EXHIBITS AND REPORTS ON FORM 8-K

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

          27.1 Financial Data Schedule.

     (b)  Reports on Form 8-K:

          (i)  We filed a Current  Report on Form 8-K/A under Item 2 on April 3,
               2000  which   included   our   Unaudited   Pro  Forma   Condensed
               Consolidated   Financial   Statements   giving   effect   to  the
               acquisition  of Lenfest  Communications,  Inc. as of December 31,
               1999 and for the year then ended.



                                       24
<PAGE>
                      COMCAST CORPORATION AND SUBSIDIARIES
                                    FORM 10-Q
                           QUARTER ENDED JUNE 30, 2000

                                    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: August 11, 2000


                                       25