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, 2004
                                       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 001-15471

                          COMCAST HOLDINGS 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  ____
                           __________________________

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

As of June 30,  2004,  there  were  21,591,115  shares of Class A Common  Stock,
916,198,519 shares of Class A Special Common Stock and 9,444,375 shares of Class
B Common Stock outstanding.
                           __________________________

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


<PAGE>


<TABLE>
<CAPTION>
                                   COMCAST HOLDINGS CORPORATION AND SUBSIDIARIES
                                                     FORM 10-Q
                                            QUARTER ENDED JUNE 30, 2004
                                                 TABLE OF CONTENTS
                                                                                                       Page Number
<S>                                                                                                      <C>
PART I.    FINANCIAL INFORMATION
           ITEM 1.    Financial Statements

                      Condensed Consolidated Balance Sheet as of June 30, 2004
                      and December 31, 2003 (Unaudited)......................................................2

                      Condensed Consolidated Statement of Operations for the Three and Six Months
                      Ended June 30, 2004 and 2003 (Unaudited)...............................................3

                      Condensed Consolidated Statement of Cash Flows for the Six Months
                      Ended June 30, 2004 and 2003 (Unaudited)...............................................4

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

           ITEM 2.    Management's Discussion and Analysis of Financial Condition
                      and Results of Operations.............................................................15

           ITEM 3.    Quantitative and Qualitative Disclosures about Market Risk............................19

           ITEM 4.    Controls and Procedures...............................................................19

PART II.   OTHER INFORMATION

           ITEM 1.    Legal Proceedings.....................................................................19

           ITEM 6.    Exhibits and Reports on Form 8-K......................................................19

           SIGNATURES ......................................................................................20

                                        ___________________________________

</TABLE>


     This  Quarterly  Report on Form 10-Q is for the three and six months  ended
June 30, 2004.  This Quarterly  Report  modifies and supersedes  documents filed
prior to this  Quarterly  Report.  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  Holdings," "we," "us" and
"our" refer to Comcast Holdings Corporation and its subsidiaries,  and "Comcast"
refers to Comcast Corporation.

     You should  carefully  review the  information  contained in this Quarterly
Report, and should  particularly  consider any risk factors that we set forth in
this  Quarterly  Report and in other reports or documents that we file from time
to time with the SEC. In this Quarterly  Report,  we state our beliefs of future
events and of our future financial performance.  In some cases, you can identify
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.  In evaluating those statements,  you should specifically  consider
various factors, including the risks outlined below. Actual events or our actual
results may differ materially from any of our forward-looking statements.

     Our businesses may be affected by, among other things:

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

     As more  fully  described  elsewhere  in this  Quarterly  Report and in our
Annual  Report on Form 10-K for the year ended  December 31, 2003,  on September
17, 2003, we sold to Liberty Media  Corporation  our approximate 57% interest in
QVC,  Inc.,  which  markets a wide  variety of products  directly  to  consumers
primarily on  merchandise-focused  television programs.  Accordingly,  financial
information  related to QVC is  presented  as a  discontinued  operation  in our
financial statements.


<PAGE>



                  COMCAST HOLDINGS CORPORATION AND SUBSIDIARIES
                                    FORM 10-Q
                           QUARTER ENDED JUNE 30, 2004

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,
                                                                                         2004            2003
                                                                                     ------------    ------------
<S>                                                                                         <C>           <C>
  ASSETS
  ------
  CURRENT ASSETS
     Cash and cash equivalents..................................................            $578          $1,509
     Investments................................................................             181             139
     Accounts receivable, less allowance for doubtful accounts of $71 and $74...             466             453
     Other current assets.......................................................             183             179
                                                                                     ------------    ------------
         Total current assets...................................................           1,408           2,280
                                                                                     ------------    ------------
  NOTES RECEIVABLE FROM AFFILIATES..............................................           4,143           3,310
  DUE FROM AFFILIATES, net......................................................           1,530             943
  INVESTMENTS...................................................................           3,228           3,363
  PROPERTY AND EQUIPMENT, net of accumulated depreciation of $4,940 and $4,456..           6,450           6,571
  FRANCHISE RIGHTS..............................................................          16,625          16,620
  GOODWILL......................................................................           5,667           5,663
  OTHER INTANGIBLE ASSETS, net of accumulated amortization of $1,180 and $1,022.           1,723           1,350
  OTHER NONCURRENT ASSETS, net..................................................             269             302
                                                                                     ------------    ------------
                                                                                         $41,043         $40,402
                                                                                     ============    ============

  LIABILITIES AND STOCKHOLDERS' EQUITY
  ------------------------------------
  CURRENT LIABILITIES
     Accounts payable...........................................................            $281            $303
     Accrued expenses and other current liabilities.............................           1,895           2,014
     Deferred income taxes......................................................               7              26
     Current portion of long-term debt..........................................              27             373
                                                                                     ------------    ------------
         Total current liabilities..............................................           2,210           2,716
                                                                                     ------------    ------------
  LONG-TERM DEBT, less current portion..........................................           7,534           7,828
  NOTES PAYABLE TO AFFILIATES...................................................             641              61
  DEFERRED INCOME TAXES.........................................................           8,657           8,288
  OTHER NONCURRENT LIABILITIES..................................................           2,262           2,289
  MINORITY INTEREST.............................................................             405             316
  COMMITMENTS AND CONTINGENCIES (NOTE 8)
  STOCKHOLDERS' EQUITY
     Preferred stock - authorized, 20,000,000 shares; issued, zero..............
     Class A common stock, $1.00 par value - authorized,
       200,000,000 shares; issued, 21,591,115 ..................................              22              22
     Class A special common stock, $1.00 par value - authorized,
       2,500,000,000 shares; issued, 916,198,519................................             916             916
     Class B common stock, $1.00 par value - authorized, 50,000,000 shares;
       issued, 9,444,375........................................................               9               9
     Additional capital.........................................................          12,357          12,353
     Retained earnings..........................................................           6,035           5,623
     Accumulated other comprehensive loss.......................................              (5)            (19)
                                                                                     ------------    ------------
         Total stockholders' equity.............................................          19,334          18,904
                                                                                     ------------    ------------
                                                                                         $41,043         $40,402
                                                                                     ============    ============
</TABLE>

See notes to condensed consolidated financial statements.


                                       2
<PAGE>


                                   COMCAST HOLDINGS CORPORATION AND SUBSIDIARIES
                                                     FORM 10-Q
                                            QUARTER ENDED JUNE 30, 2004
                                  CONDENSED CONSOLIDATED STATEMENT OF OPERATIONS
                                                    (Unaudited)

<TABLE>
<CAPTION>
                                                                                       (Dollars in millions)
                                                                              Three Months Ended      Six Months Ended
                                                                                   June 30,                June 30,
                                                                               2004        2003       2004       2003
                                                                            ----------- ----------- ---------- ----------
<S>                                                                             <C>         <C>        <C>        <C>
REVENUES...................................................................     $2,148      $1,932     $4,237     $3,813

COSTS AND EXPENSES
    Operating (excluding depreciation).....................................        709         664      1,500      1,384
    Selling, general and administrative....................................        553         500      1,101        979
    Depreciation...........................................................        302         329        635        633
    Amortization...........................................................         43          43         90         89
                                                                            ----------- ----------- ---------- ----------
                                                                                 1,607       1,536      3,326      3,085
                                                                            ----------- ----------- ---------- ----------

OPERATING INCOME...........................................................        541         396        911        728

OTHER INCOME (EXPENSE)
    Interest expense.......................................................       (147)       (168)      (305)      (339)
    Interest income on affiliate notes, net................................         41          14         82         11
    Investment income (loss), net..........................................        146          (1)        94        (31)
    Equity in net losses of affiliates.....................................        (11)        (20)       (19)       (30)
    Other income...........................................................         10           3          5          2
                                                                            ----------- ----------- ---------- ----------
                                                                                    39        (172)      (143)      (387)
                                                                            ----------- ----------- ---------- ----------

INCOME FROM CONTINUING OPERATIONS BEFORE
    INCOME TAXES AND MINORITY INTEREST.....................................        580         224        768        341

INCOME TAX EXPENSE.........................................................       (250)        (84)      (337)      (132)
                                                                            ----------- ----------- ---------- ----------

INCOME FROM CONTINUING OPERATIONS BEFORE
    MINORITY INTEREST......................................................        330         140        431        209

MINORITY INTEREST..........................................................        (16)         (8)       (19)       (20)
                                                                            ----------- ----------- ---------- ----------

INCOME FROM CONTINUING OPERATIONS..........................................        314         132        412        189

INCOME FROM DISCONTINUED OPERATIONS, net of tax                                                 71                   129
                                                                            ----------- ----------- ---------- ----------

NET INCOME ................................................................       $314        $203       $412       $318
                                                                            =========== =========== ========== ==========
</TABLE>


See notes to condensed consolidated financial statements.




                                       3
<PAGE>


                                   COMCAST HOLDINGS CORPORATION AND SUBSIDIARIES
                                                     FORM 10-Q
                                            QUARTER ENDED JUNE 30, 2004
                                  CONDENSED CONSOLIDATED STATEMENT OF CASH FLOWS
                                                    (Unaudited)

<TABLE>
<CAPTION>
                                                                                  (Dollars in millions)
                                                                                Six Months Ended June 30,
                                                                                  2004             2003
                                                                              -------------    -------------
<S>                                                                                   <C>              <C>
OPERATING ACTIVITIES
   Net income...............................................................          $412             $318
   Income from discontinued operations......................................                           (129)
                                                                              -------------    -------------
   Income from continuing operations........................................           412              189

   Adjustments to reconcile  net income from  continuing  operations
     to net cash provided by operating activities from continuing operations:
     Depreciation...........................................................           635              633
     Amortization...........................................................            90               89
     Non-cash interest expense, net.........................................            23                5
     Non-cash interest (income) expense on affiliate notes, net.............           (82)             (11)
     Equity in net losses of affiliates.....................................            19               30
     Losses (gains) on investments and other (income) expense, net..........           (70)              32
     Non-cash contribution expense..........................................            23
     Minority interest......................................................            19               20
     Deferred income taxes..................................................           264              123
     Proceeds from sales of trading securities..............................                             85

     Changes in operating assets and liabilities, net of effects of
       acquisitions and divestitures
       Change in accounts receivable, net...................................            (3)              18
       Change in accounts payable...........................................           (22)            (158)
       Change in other operating assets and liabilities.....................             5              168
                                                                              -------------    -------------


       Net cash provided by operating activities from continuing operations.         1,313            1,223
                                                                              -------------    -------------

FINANCING ACTIVITIES
   Proceeds from borrowings.................................................             4              710
   Retirements and repayments of debt.......................................          (570)          (1,570)
   Net transactions with affiliates.........................................          (704)             631
                                                                              -------------    -------------

       Net cash used in financing activities from continuing operations.....        (1,270)            (229)
                                                                              -------------    -------------

INVESTING ACTIVITIES
   Acquisitions, net of cash acquired.......................................          (304)             (22)
   Proceeds from sales (purchases) of short-term investments, net...........             3               (2)
   Proceeds from sales of investments.......................................            48              212
   Purchases of investments.................................................           (55)             (43)
   Capital expenditures.....................................................          (618)            (695)
   Additions to intangible and other noncurrent assets......................           (48)             (54)
                                                                              -------------    -------------

       Net cash used in investing activities from continuing operations.....          (974)            (604)
                                                                              -------------    -------------

(DECREASE) INCREASE IN CASH AND CASH EQUIVALENTS............................          (931)             390

CASH AND CASH EQUIVALENTS, beginning of period..............................         1,509              400
                                                                              -------------    -------------

CASH AND CASH EQUIVALENTS, end of period....................................          $578             $790
                                                                              =============    =============
</TABLE>


See notes to condensed consolidated financial statements.




                                       4
<PAGE>


                  COMCAST HOLDINGS CORPORATION AND SUBSIDIARIES
                                    FORM 10-Q
                           QUARTER ENDED JUNE 30, 2004
              NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
                                   (Unaudited)

1.   CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

     Basis of Presentation
     We  have  prepared  these  unaudited   condensed   consolidated   financial
     statements based upon Securities and Exchange Commission ("SEC") rules that
     permit reduced  disclosure for interim  periods.  We are an indirect wholly
     owned  subsidiary  of Comcast  Corporation  ("Comcast").  Our  presentation
     differs from the consolidated  financial statements of Comcast by excluding
     both Comcast's corporate operations and certain cable operations, primarily
     those  acquired from AT&T in November 2002 (the  "Broadband  acquisition").
     Subsequent to the  Broadband  acquisition,  all of our and Comcast's  cable
     operations  are operated as a single  integrated  cable  business unit. Our
     condensed   consolidated   financial   statements   reflect   the   assets,
     liabilities,  revenues and expenses directly attributable to us, as well as
     allocations  deemed  reasonable  by  management,  to present our  financial
     position,  results of  operations  and cash flows on a  stand-alone  basis.
     These  allocations  are  further  described  in Note  10.  All  significant
     intercompany accounts and transactions within our financial statements have
     been eliminated.

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

     Effective in the first  quarter of 2004,  we changed the unit of accounting
     used for testing  impairment of our  indefinite-lived  franchise  rights to
     geographic regions and performed  impairment testing of our cable franchise
     rights.  We did not record any impairment  charges in connection  with this
     impairment testing.

     For a more complete discussion of our accounting policies and certain other
     information,  refer to the  financial  statements  included  in our  Annual
     Report on Form 10-K for the year ended December 31, 2003.

     On  September  17,  2003,  we  completed  the sale of our  approximate  57%
     interest in QVC, Inc.  ("QVC").  Accordingly,  QVC has been  presented as a
     discontinued  operation  pursuant  to  Statement  of  Financial  Accounting
     Standards  ("SFAS") No. 144,  "Accounting for the Impairment or Disposal of
     Long-Lived Assets."

     The results of operations of QVC included  within income from  discontinued
     operations, net of tax are as follows (in millions):
<TABLE>
<CAPTION>
                                                                   Three Months       Six Months
                                                                      Ended             Ended
                                                                  June 30, 2003      June 30, 2003
                                                                 -----------------  ---------------
<S>                                                                       <C>               <C>
       Revenues..................................................         $1,101            $2,163
       Income before income taxes and minority interest..........           $199              $371
       Income tax expense........................................            $64              $137
</TABLE>

     Reclassifications
     Certain  reclassifications  have  been  made to the  prior  year  financial
     statements to conform to those classifications used in 2004.

2.   RECENT ACCOUNTING PRONOUNCEMENTS

     FIN 46/FIN 46R
     In January 2003, the Financial  Accounting  Standards Board ("FASB") issued
     Interpretation No. 46,  "Consolidation of Variable Interest Entities" ("FIN
     46"). We adopted the provisions of FIN 46 effective  January 1, 2002. Since
     our   initial   application   of  FIN  46,  the  FASB   addressed   various
     implementation  issues  regarding  the  application  of FIN 46 to  entities
     outside its  originally  interpreted  scope,  focusing  on Special  Purpose
     Entities,  or SPEs. In December  2003, the FASB revised FIN 46 ("FIN 46R"),
     which delayed the required implementation date until March 31, 2004 for




                                       5
<PAGE>


                  COMCAST HOLDINGS CORPORATION AND SUBSIDIARIES
                                    FORM 10-Q
                           QUARTER ENDED JUNE 30, 2004
        NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS - CONTINUED
                                   (Unaudited)

     entities that are not SPEs. The adoption of FIN 46R did not have a material
     impact on our financial condition or results of operations.

     EITF 03-16
     In March 2004, the Emerging Issues Task Force ("EITF")  reached a consensus
     regarding Issue No. 03-16, "Accounting for Investments in Limited Liability
     Companies"  ("EITF  03-16").  EITF 03-16  requires  investments  in limited
     liability companies ("LLCs") that have separate ownership accounts for each
     investor to be accounted  for similar to a limited  partnership  investment
     under  Statement of Position No. 78-9,  "Accounting for Investments in Real
     Estate Ventures." Investors would be required to apply the equity method of
     accounting to their  investments at a much lower  ownership  threshold than
     the 20% threshold applied under Accounting Principles Board ("APB") No. 18,
     "The Equity Method of Accounting  for  Investments  in Common  Stock." EITF
     03-16 is effective for the first period  beginning after June 15, 2004. The
     adoption  of EITF 03-16 will not have a  material  impact on our  financial
     condition or results of operations.

3.   ACQUISITION

     On May 10, 2004,  we completed the purchase of TechTV,  Inc.  ("TechTV") by
     acquiring all outstanding  common and preferred stock of TechTV from Vulcan
     Programming,  Inc.  for  approximately  $300  million in cash,  funded with
     borrowings  under a note  payable to  affiliate.  Substantially  all of the
     purchase  price  has been  recorded  as an  intangible  asset  pending  the
     completion  of a formal  valuation.  The results of TechTV are not material
     for pro forma presentation.  On May 28, 2004, G4 and TechTV began operating
     as one network  called  G4techTV,  which is available to  approximately  42
     million cable and satellite homes nationwide.  We have classified  G4techTV
     as part of our content business segment (see Note 9).

4.   INVESTMENTS
<TABLE>
<CAPTION>
                                                                                 June 30,         December 31,
                                                                                   2004               2003
                                                                              ----------------  -----------------
                                                                                        (in millions)
<S>                                                                                    <C>                <C>
     Fair value method
         Liberty Media Corporation...............................                      $1,981             $2,644
         Liberty Media International.............................                         407
         Sprint..................................................                         515                349
         Other...................................................                          45                 41
                                                                              ----------------  -----------------
                                                                                        2,948              3,034

     Equity method...............................................                         338                329
     Cost method.................................................                         123                139
                                                                              ----------------  -----------------
         Total investments.......................................                       3,409              3,502

     Less, current investments...................................                         181                139
                                                                              ----------------  -----------------
     Noncurrent investments......................................                      $3,228             $3,363
                                                                              ================  =================
</TABLE>

     Fair Value Method
     We hold unrestricted equity investments,  which we account for as available
     for sale or trading securities,  in certain publicly traded companies.  The
     net unrealized pre-tax gains on investments  accounted for as available for
     sale  securities  as of June 30, 2004 and  December 31, 2003 of $38 million
     and $42  million,  respectively,  have been  reported  in our  consolidated
     balance sheet principally as a component of accumulated other comprehensive
     loss, net of related  deferred income taxes of $13 million and $15 million,
     respectively.

     On June 7, 2004,  we received  approximately  11 million  shares of Liberty
     Media International,  Inc. ("Liberty  International") Series A common stock
     in connection with the spin-off by Liberty Media Corporation ("Liberty") of





                                       6
<PAGE>
                  COMCAST HOLDINGS CORPORATION AND SUBSIDIARIES
                                    FORM 10-Q
                           QUARTER ENDED JUNE 30, 2004
        NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS - CONTINUED
                                   (Unaudited)

     Liberty International.  In the spin-off, each share of Liberty Series A and
     Series B common stock received 0.05 shares of the new Liberty International
     Series A common stock.  As of June 30, 2004, we have  classified all of the
     shares of Liberty  International  Series A common stock that we received as
     trading  securities  recorded at fair value within noncurrent  investments.
     Approximately 5 million of these shares  collateralize a portion of the ten
     year prepaid  forward sale of Liberty  common stock that we entered into in
     December 2003.

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

<TABLE>
<CAPTION>
                                                                                 June 30,        December 31,
                                                                                   2004              2003
                                                                             ----------------- -----------------
<S>                                                                                       <C>               <C>
     Cost.......................................................                          $32               $44
     Unrealized gains...........................................                           38                43
     Unrealized losses..........................................                                             (1)
                                                                             ----------------- -----------------

     Fair value.................................................                          $70               $86
                                                                             ================= =================
</TABLE>

     Investment Income (Loss), Net
     Investment  income  (loss),  net  for  the  interim  periods  includes  the
     following (in millions):

<TABLE>
<CAPTION>
                                                                      Three Months Ended      Six Months Ended
                                                                           June 30,               June 30,
                                                                       2004        2003       2004       2003
                                                                     ---------   ---------  ---------  ----------
<S>                                                                       <C>          <C>       <C>          <C>
     Interest, dividend and other investment income (expense)......       ($2)         $4        ($8)         $8
     (Losses) gains on sales and exchanges of investments, net.....        (1)          1         (1)         23
     Investment impairment losses..................................        (3)        (14)        (3)        (69)
     Mark to market adjustments on trading securities..............       (38)         71        (55)         69
     Mark to market adjustments on derivatives related
          to trading securities....................................       200         (68)       159         (65)
     Mark to market adjustments on derivatives and hedged items....       (10)          5          2           3
                                                                     ---------   ---------  ---------  ----------

     Investment income (loss), net.................................      $146         ($1)       $94        ($31)
                                                                     =========   =========  =========  ==========
</TABLE>

5.   LONG-TERM DEBT

     The Cross-Guarantee Structure
     To simplify Comcast's capital  structure,  Comcast and certain of its cable
     holding company subsidiaries, including our wholly owned subsidiary Comcast
     Cable   Communications,   LLC  ("Comcast  Cable"),   have   unconditionally
     guaranteed  each  other's debt  securities  and  indebtedness  for borrowed
     money.  As of June 30, 2004,  $20.675  billion of Comcast's debt securities
     were entitled to the benefits of the cross-guarantee  structure,  including
     $6.317 billion of Comcast Cable's debt securities.

     Comcast  Holdings  Corporation is not a guarantor,  and none of its debt is
     guaranteed.  As of June 30, 2004,  $981 million of debt was  outstanding at
     Comcast Holdings Corporation.

     Repayments of Senior Notes
     On March 31,  2004,  we repaid  all $250  million  principal  amount of our
     8.875%  senior notes due 2007.  On May 1, 2004,  we repaid all $300 million
     principal  amount of our 8.125% senior notes due 2004. The repayments  were
     both financed with available cash.



                                       7
<PAGE>

                  COMCAST HOLDINGS CORPORATION AND SUBSIDIARIES
                                    FORM 10-Q
                           QUARTER ENDED JUNE 30, 2004
        NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS - CONTINUED
                                   (Unaudited)

     ZONES
     At maturity,  holders of our 2.0% Exchangeable  Subordinated Debentures due
     2029 (the  "ZONES")  are entitled to receive in cash an amount equal to the
     higher of the  principal  amount of the ZONES or the market value of Sprint
     common stock. Prior to maturity, each ZONES is exchangeable at the holders'
     option  for an amount of cash  equal to 95% of the  market  value of Sprint
     common  stock.  As of June 30,  2004,  the number of Sprint  shares we held
     exceeded the number of ZONES outstanding.

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

<TABLE>
<CAPTION>
                                                                                ZONES
                                                                       ------------------------
                                                                          Six Months Ended
                                                                              June 30,
                                                                          2004         2003
                                                                       ------------ -----------
<S>                                                                           <C>         <C>
            Balance at Beginning of Period:
                Debt component.......................................         $515        $491
                Derivative component.................................          268         208
                                                                       ------------ -----------
                   Total.............................................          783         699

            Change in debt component to interest expense.............           13          12
            Change in derivative component to investment income
                (loss), net..........................................          (56)         65

            Balance at End of Period:
                Debt component.......................................          528         503
                Derivative component.................................          212         273
                                                                       ------------ -----------

                   Total.............................................         $740        $776
                                                                       ============ ===========
</TABLE>


     Interest Rates
     Excluding the derivative component of the ZONES whose changes in fair value
     are recorded to  investment  income  (loss),  net, our  effective  weighted
     average  interest rate was 7.51% and 7.56% as of June 30, 2004 and December
     31, 2003, respectively.

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

     Lines and Letters of Credit
     As of June 30, 2004, we and certain of our subsidiaries had unused lines of
     credit of $287 million under our respective credit facilities.

     As of  June  30,  2004,  we and  certain  of our  subsidiaries  had  unused
     irrevocable  standby  letters  of  credit  totaling  $13  million  to cover
     potential fundings under various agreements.





                                       8
<PAGE>

                  COMCAST HOLDINGS CORPORATION AND SUBSIDIARIES
                                    FORM 10-Q
                           QUARTER ENDED JUNE 30, 2004
        NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS - CONTINUED
                                   (Unaudited)

6.   STOCKHOLDERS' EQUITY

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

     The  following  table  illustrates  the effect that applying the fair value
     recognition  provisions of SFAS No. 123 to stock-based  compensation  would
     have  had  on  net  income.  Upon  further  analysis  during  2003,  it was
     determined  that the  expected  option  lives for options  granted in prior
     years should have been 7 years rather than the 8 years used previously. The
     amounts in the table reflect this revision for all periods presented. Total
     stock-based compensation expense was determined under the fair value method
     for all awards using the accelerated  recognition method as permitted under
     SFAS No. 123 (in millions):

<TABLE>
<CAPTION>
                                                                       Three Months Ended      Six Months Ended
                                                                            June 30,               June 30,
                                                                        2004        2003       2004       2003
                                                                      ----------  ---------- ----------  --------
<S>                                                                        <C>         <C>        <C>       <C>
            Net income, as reported...................................     $314        $203       $412      $318

            Add:Total stock-based compensation expense
                     included in net income, as reported above........        6           1          8         2

            Deduct:  Total stock-based compensation expense
                     determined under fair value based method
                     for all awards relating to continuing
                     operations, net of related tax effects...........      (21)        (22)       (39)      (41)

            Deduct:  Total stock-based compensation expense
                     determined under fair value based method for
                     all awards relating to discontinued operations,
                     net of related tax effects.......................                   (4)                  (7)
                                                                      ----------  ---------- ----------  --------

            Pro forma, net income.....................................     $299        $178       $381      $272
                                                                      ==========  ========== ==========  ========
</TABLE>

     The pro forma effect on net income for the interim periods by applying SFAS
     No. 123 may not be indicative of the effect on net income or loss in future
     years because additional awards in future years are anticipated.




                                       9
<PAGE>
                  COMCAST HOLDINGS CORPORATION AND SUBSIDIARIES
                                    FORM 10-Q
                           QUARTER ENDED JUNE 30, 2004
        NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS - CONTINUED
                                   (Unaudited)

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

<TABLE>
<CAPTION>
                                                                Three Months Ended      Six Months Ended
                                                                     June 30,               June 30,
                                                                 2004       2003        2004       2003
                                                               ---------  ----------  ---------  ----------
<S>                                                                <C>         <C>        <C>         <C>
       Net income..........................................        $314        $203       $412        $318
       Unrealized losses on marketable securities..........          (1)         (1)        (1)        (38)
       Reclassification adjustments for losses (gains)
           included in net income..........................           7          (1)        15          21
       Foreign currency translation gains..................                       9                     15
                                                               ---------  ----------  ---------  ----------
       Comprehensive income................................        $320        $210       $426        $316
                                                               =========  ==========  =========  ==========
</TABLE>

7.   STATEMENT OF CASH FLOWS - SUPPLEMENTAL INFORMATION

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

<TABLE>
<CAPTION>
                                                                Three Months Ended       Six Months Ended
                                                                     June 30,                June 30,
                                                                 2004       2003         2004         2003
                                                               ---------  ----------  -----------  -----------
<S>                                                                <C>         <C>          <C>          <C>
       Interest............................................        $194        $226         $289         $331
       Income taxes........................................         $86         $33         $103          $44
</TABLE>

     During the three and six month interim periods in 2004,  Comcast received a
     federal income tax refund of approximately $536 million.

     During the six months ended June 30, 2004,  property,  plant and  equipment
     allocations  were  made to  another  Comcast  subsidiary  through  non-cash
     intercompany  transactions  in the amount of $107  million.  During the six
     months  ended  June  30,  2004,  we  recorded  additional   liabilities  of
     approximately   $32  million  relating  to  a  subsidiary  of  Comcast,   a
     transaction  that  is  considered  a  non-cash  financing  activity.   This
     additional  liability  resulted  in a  corresponding  increase  to due from
     affiliates, net, in our consolidated balance sheet.

     During  the three  months  ended  June 30,  2004,  in  connection  with the
     acquisition  of TechTV (see Note 3), we issued  shares in  G4techTV  with a
     value  of  approximately  $70  million,  which  is  considered  a  non-cash
     financing and investing activity.

8.   COMMITMENTS AND CONTINGENCIES

     Contingencies

     At Home
     -------
     Litigation  has been filed  against us as a result of our  alleged  conduct
     with respect to our  investment in and  distribution  relationship  with At
     Home  Corporation.  At Home was a provider of high-speed  Internet services
     that filed for bankruptcy  protection in September 2001. Filed actions are:
     (i) class action  lawsuits  against us, Brian L. Roberts (our President and
     Chief  Executive  Officer and a  director),  AT&T (the  former  controlling
     shareholder  of At  Home  and  also a  former  distributor  of the At  Home
     service) and other  corporate  and  individual  defendants  in the Superior
     Court of San Mateo County, California,  alleging breaches of fiduciary duty
     in  connection  with  transactions  agreed to in March  2000 among At Home,
     AT&T,  Cox  Communications,  Inc. (Cox is also an investor in At Home and a
     former  distributor  of the At Home  service)  and us;  (ii)  class  action
     lawsuits against Comcast Cable Communications,  LLC, AT&T and others in the
     United  States  District  Court  for the  Southern  District  of New  York,



                                       10
<PAGE>
                  COMCAST HOLDINGS CORPORATION AND SUBSIDIARIES
                                    FORM 10-Q
                           QUARTER ENDED JUNE 30, 2004
        NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS - CONTINUED
                                   (Unaudited)

     alleging  securities law violations and common law fraud in connection with
     disclosures  made by At Home in 2001;  and (iii) a lawsuit  brought  in the
     United States District Court for the District of Delaware in the name of At
     Home by certain At Home bondholders  against us, Brian L. Roberts,  Cox and
     others,  alleging  breaches of  fiduciary  duty  relating to the March 2000
     transactions  and  seeking  recovery of alleged  short-swing  profits of at
     least $600 million pursuant to Section 16(b) of the Securities Exchange Act
     of 1934  purported to have arisen in connection  with certain  transactions
     relating to At Home stock effected  pursuant to the March 2000  agreements.
     The actions in San Mateo County,  California have been stayed by the United
     States Bankruptcy Court for the Northern District of California,  the court
     in  which  At  Home  filed  for  bankruptcy,  as  violating  the  automatic
     bankruptcy  stay. In the Southern  District of New York actions,  the court
     ordered  the  actions  consolidated  into  a  single  action.  All  of  the
     defendants  served  motions to  dismiss on  February  11,  2003.  The court
     dismissed the common law claims against us and Mr. Roberts,  leaving only a
     claim for "control person"  liability under the Securities  Exchange Act of
     1934.  In a subsequent  decision,  the court  limited the  remaining  claim
     against us and Mr.  Roberts to  disclosures  that are  alleged to have been
     made by At Home  prior to  August  28,  2000.  The  Delaware  case has been
     transferred to the United States  District Court for the Southern  District
     of New York, and we have moved to dismiss the Section 16(b) claims.

     We deny any  wrongdoing in  connection  with the claims that have been made
     directly against us, our  subsidiaries and Brian L. Roberts,  and intend to
     defend  all  of  these  claims  vigorously.   In  our  opinion,  the  final
     disposition  of these  claims is not  expected  to have a material  adverse
     effect  on our  consolidated  financial  position,  but could  possibly  be
     material  to our  consolidated  results of  operations  of any one  period.
     Further,  no assurance  can be given that any adverse  outcome would not be
     material to our consolidated financial position.

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





                                       11
<PAGE>

                  COMCAST HOLDINGS CORPORATION AND SUBSIDIARIES
                                    FORM 10-Q
                           QUARTER ENDED JUNE 30, 2004
        NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS - CONTINUED
                                   (Unaudited)

9.   FINANCIAL DATA BY BUSINESS SEGMENT

     Our  reportable  segments  consist  of our  Cable and  Content  businesses.
     Beginning  in the  first  quarter  of 2004,  although  they do not meet the
     quantitative  disclosure  requirements of SFAS No. 131,  "Disclosures About
     Segments of an Enterprise and Related  Information," we elected to disclose
     our content  businesses  separately  as a reportable  segment.  Our content
     segment consists of our national networks E! Entertainment,  Style Network,
     The Golf Channel,  Outdoor Life Network and  G4techTV.  As a result of this
     change,  we have presented the comparable 2003 Content segment amounts.  In
     evaluating our segments' profitability, the components of net income (loss)
     below operating income (loss) before  depreciation and amortization are not
     separately evaluated by our management (amounts in millions).
<TABLE>
<CAPTION>
                                                                                      Corporate
                                                                                         and
                                                          Cable (1)        Content     Other (2)      Total
                                                          ---------        -------     ---------     -------
<S>                                                        <C>               <C>           <C>       <C>
Three Months Ended June 30, 2004
--------------------------------
Revenues (3)........................................       $1,902            $199          $47       $2,148
Operating income (loss) before depreciation
     and amortization (4)...........................          846              77          (37)         886
Depreciation and amortization.......................          294              39           12          345
Operating income (loss).............................          552              38          (49)         541
Capital expenditures................................          334               6            3          343

Three Months Ended June 30, 2003
--------------------------------
Revenues (3)........................................       $1,716            $159          $57       $1,932
Operating income (loss) before depreciation
     and amortization (4)...........................          738              56          (26)         768
Depreciation and amortization.......................          325              32           15          372
Operating income (loss).............................          413              24          (41)         396
Capital expenditures................................          350               4            2          356

Six Months Ended June 30, 2004
------------------------------
Revenues (3)........................................       $3,721            $375         $141       $4,237
Operating income (loss) before depreciation
     and amortization (4)...........................        1,585             146          (95)       1,636
Depreciation and amortization.......................          623              74           28          725
Operating income (loss).............................          962              72         (123)         911
Capital expenditures................................          595              10           13          618

Six Months Ended June 30, 2003
------------------------------
Revenues (3)........................................       $3,361            $304         $148       $3,813
Operating income (loss) before depreciation
     and amortization (4)...........................        1,413              97          (60)       1,450
Depreciation and amortization.......................          624              64           34          722
Operating income (loss).............................          789              33          (94)         728
Capital expenditures................................          685               7            3          695

As of June 30, 2004
-------------------
Assets..............................................      $35,755          $2,460       $2,828      $41,043

As of December 31, 2003
-----------------------
Assets..............................................      $34,952          $2,110       $3,340      $40,402

</TABLE>


                                       12
<PAGE>
                  COMCAST HOLDINGS CORPORATION AND SUBSIDIARIES
                                    FORM 10-Q
                           QUARTER ENDED JUNE 30, 2004
        NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS - CONTINUED
                                   (Unaudited)


     _______________

     (1) Our regional programming networks Comcast SportsNet,  Comcast SportsNet
         Mid-Atlantic,  Comcast  SportsNet  Chicago,  Cable Sports Southeast and
         CN8-The Comcast Network are included in our cable segment.
     (2) Corporate and other includes corporate activities,  elimination entries
         and  all  other  businesses  not  presented  in our  cable  or  content
         segments.  Assets  included in this  caption  consist  primarily of our
         investments (see Note 4).
     (3) Non-US revenues were not significant in any period.  No single customer
         accounted for a significant amount of our revenue in any period.
     (4) Operating income (loss) before depreciation and amortization is defined
         as operating income before  depreciation and  amortization,  impairment
         charges,  if any,  related to fixed and intangible  assets and gains or
         losses from the sale of assets,  if any.  As such,  it  eliminates  the
         significant  level of non-cash  depreciation and  amortization  expense
         that results from the capital  intensive  nature of our  businesses and
         intangible   assets  recognized  in  business   combinations,   and  is
         unaffected  by our capital  structure  or  investment  activities.  Our
         management  and Board of Directors use this measure in  evaluating  our
         consolidated operating performance and the operating performance of all
         of our operating  segments.  This metric is used to allocate  resources
         and capital to our operating segments and is a significant component of
         our  annual  incentive  compensation  programs.  We  believe  that this
         measure  is also  useful  to  investors  as it is one of the  bases for
         comparing  our  operating  performance  with  other  companies  in  our
         industries,  although  our measure may not be  directly  comparable  to
         similar  measures used by other  companies.  This measure should not be
         considered as a substitute  for  operating  income  (loss),  net income
         (loss), net cash provided by operating  activities or other measures of
         performance or liquidity reported in accordance with generally accepted
         accounting principles.

10.  RELATED PARTY TRANSACTIONS

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

<TABLE>
<CAPTION>
                                                                      Three Months Ended      Six Months Ended
                                                                           June 30,               June 30,
                                                                       2004        2003       2004       2003
                                                                     ---------   ---------  ---------  ----------
<S>                                                                       <C>          <C>       <C>         <C>
     Content affiliation agreement revenue.........................       $15          $8        $28         $17
     Comcast management fees.......................................        40          34         79          71
     Comcast cost sharing charges:
          Cable-related costs......................................        52          42        105          82
          Other costs..............................................        49          38         97          76
     Software licensing fees.......................................         3                      3
     Interest income on affiliate notes, net.......................        41          14         82          11
</TABLE>

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

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

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




                                       13
<PAGE>


                  COMCAST HOLDINGS CORPORATION AND SUBSIDIARIES
                                    FORM 10-Q
                           QUARTER ENDED JUNE 30, 2004
        NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS - CONCLUDED
                                   (Unaudited)


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

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

     Comcast  Financial Agency  Corporation  ("CFAC"),  an indirect wholly owned
     subsidiary  of ours,  provides cash  management  services to Comcast and to
     certain cable  subsidiaries of Comcast.  Under this arrangement,  Comcast's
     and these  subsidiaries' cash receipts are deposited with and held by CFAC,
     as  custodian  and agent,  which  invests and  disburses  such funds at our
     direction.  Interest income related to this cash was not significant during
     the 2004 or 2003 interim periods.

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

     As of June 30, 2004 and  December  31,  2003,  due from  affiliates  in our
     consolidated  balance sheet primarily  consists of amounts due from Comcast
     and from  certain  cable  subsidiaries  of Comcast for advances we made for
     working  capital  and  capital  expenditures  in  the  ordinary  course  of
     business.   Also,  included  within  accrued  expenses  and  other  current
     liabilities as of June 30, 2004 and December 31, 2003 is approximately $560
     million  and  $528   million,   respectively,   related  to  other  Comcast
     subsidiaries.

     QVC, a discontinued  operation,  has an affiliation  agreement with certain
     cable  subsidiaries  of Comcast to carry QVC's  programming.  In return for
     carrying QVC programming,  QVC pays these Comcast subsidiaries an allocated
     portion,  based  upon  market  share,  of a  percentage  of  net  sales  of
     merchandise  sold to QVC customers  located in their service  areas.  These
     amounts are not  significant  and are included in income from  discontinued
     operations in our consolidated statement of operations.  Amounts related to
     a  similar   affiliation   agreement  between  QVC  and  our  wholly  owned
     subsidiaries  are not significant and are included in service  revenues and
     income  from  discontinued  operations  in our  consolidated  statement  of
     operations.

     As of June 30, 2004 and December 31, 2003, notes receivable from affiliates
     and notes payable to affiliates  consist of notes receivable from and notes
     payable to Comcast and certain  cable  subsidiaries  of Comcast.  Our notes
     receivable  and notes payable,  whose  interest  receivable and payable are
     included in our condensed  consolidated  balance sheet,  have the following
     characteristics (amounts in millions):

<TABLE>
<CAPTION>
                                                   June 30, 2004                         December 31, 2003
                                       ------------------------------------- ----------------------------------------
                                         Notes Receivable    Notes Payable     Notes Receivable      Notes Payable
                                       ------------------   ---------------- ------------------     -----------------
<S>                                           <C>                 <C>               <C>                   <C>
     Principal balance                        $4,107              $629              $3,284                $58
     Interest receivable (payable)              $36              ($12)                $26                ($3)
     Interest rate range                   5.0% to 7.5%       5.0% to 7.5%       5.0% to 7.5%        5.0% to 7.5%
     Maturity date range                     2009-2014         2012-2014           2012-2013           2012-2013

</TABLE>




                                       14
<PAGE>


                  COMCAST HOLDINGS CORPORATION AND SUBSIDIARIES
                                    FORM 10-Q
                           QUARTER ENDED JUNE 30, 2004


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

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

Overview

     We  are  an  indirect  wholly  owned  subsidiary  of  Comcast   Corporation
("Comcast").  We are  principally  involved in the  management  and operation of
broadband  communications  networks (our cable segment) and in the management of
programming  content over cable and satellite  television  networks (our content
segment). During the six months ended June 30, 2004, we received over 87% of our
revenue from our cable segment,  primarily through monthly  subscriptions to our
video,  high-speed  Internet and phone  services,  as well as from  advertising.
Subscribers  typically pay us monthly,  based on rates and related  charges that
vary  according to their chosen level of service and the type of equipment  they
use.  Revenue from our content  segment is derived from the sale of  advertising
time and affiliation agreements with cable and satellite television companies.

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

Business Developments

     On July  28,  2004,  Comcast  and  Liberty  Media  Corporation  ("Liberty")
completed their previously  announced  agreement in which Liberty redeemed 120.3
million  shares of its Series A common stock we held in exchange for 100% of the
stock of a Liberty  subsidiary that held Liberty's 10% ownership  interest in E!
Entertainment  Television,  Inc., its 100% ownership  interest in  International
Channel Networks, all of Liberty's rights,  benefits and obligations under a TCI
Music  contribution  agreement,  and  approximately  $545  million  of cash (the
"Liberty  transaction").  The Liberty  transaction  also removed all  litigation
pending  between  Comcast  and  Liberty  regarding  the TCI  Music  contribution
agreement,  which  Comcast  assumed as part of its  acquisition  of Broadband in
November 2002.

     Refer  to  Note 3 to our  financial  statements  included  in  Item 1 for a
discussion of our acquisition.

Results of Continuing Operations

     Revenues

     Consolidated  revenues for the three and six month interim  periods in 2004
increased $216 million and $424 million, respectively,  from the same periods in
2003.  Of these  increases,  $186 million and $360  million  relate to our cable
segment,  which is discussed  separately  below.  The  remaining  increases  are
primarily the result of our content  segment,  which achieved  combined  revenue
growth of 25.3% and 23.4%, respectively,  during the three and six month interim
periods in 2004  compared to the same  periods in 2003.  These  increases in our
content  segment  were the  result of  increases  in  distribution  revenue  and
advertising revenue.

     Operating, selling, general and administrative expenses

     Consolidated  operating,  selling,  general and administrative expenses for
the three and six month interim  periods in 2004  increased $98 million and $238
million,  respectively,  from the same periods in 2003. Of these increases,  $78
million and $188 million,  respectively,  relate to our cable segment,  which is
discussed  separately below. The remaining increases for the three month interim
period relate  primarily to increases in our content  divisions'  expenses while
the remaining  increases for the six month interim period relate to increases in
both our content divisions' expenses and to corporate expenses.

     Depreciation

     Depreciation  expense  decreased  $27  million  and  increased  $2 million,
respectively,  for the three and six month  interim  periods in 2004 compared to
the same periods in 2003.  The changes are primarily  attributable  to our cable
segment  and are  principally  due to the  allocations  of  property,  plant and
equipment to other Comcast subsidiaries during the 2004 interim periods.

     Amortization

     Amortization  expense  remained  consistent  for the  three  and six  month
interim periods in 2004 compared to the same periods in 2003.







                                       15
<PAGE>
                  COMCAST HOLDINGS CORPORATION AND SUBSIDIARIES
                                    FORM 10-Q
                           QUARTER ENDED JUNE 30, 2004


                                    _________

Cable Segment Operating Results

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

<TABLE>
<CAPTION>
                                                                 Three Months Ended
                                                                      June 30,                Increase
                                                                  2004        2003          $           %
                                                                ----------  ----------  ----------- ----------
<S>                                                                <C>         <C>             <C>        <C>
Video........................................................      $1,330      $1,257          $73        5.8%
High-speed Internet..........................................         314         229           85       37.1
Advertising sales............................................         129         109           20       18.3
Other........................................................          71          68            3        4.4
Franchise fees...............................................          58          53            5        9.4
                                                                ----------  ----------  ----------- ----------
   Revenues..................................................       1,902       1,716          186       10.8
Operating, selling, general and administrative expenses......       1,056         978           78        8.0
                                                                ----------  ----------  ----------- ----------
Operating income before depreciation and amortization (a)....        $846        $738         $108       14.6%
                                                                ==========  ==========  =========== ==========

                                                                  Six Months Ended
                                                                      June 30,                Increase
                                                                  2004        2003          $           %
                                                                ----------  ----------  ----------- ----------
Video........................................................      $2,630      $2,486         $144        5.8%
High-speed Internet..........................................         601         433          168       38.8
Advertising sales............................................         234         202           32       15.8
Other........................................................         142         136            6        4.4
Franchise fees...............................................         114         104           10        9.6
                                                                ----------  ----------  ----------- ----------
   Revenues..................................................       3,721       3,361          360       10.7
Operating, selling, general and administrative expenses......       2,136       1,948          188        9.7
                                                                ----------  ----------  ----------- ----------
Operating income before depreciation and amortization (a)....      $1,585      $1,413         $172       12.2%
                                                                ==========  ==========  =========== ==========
</TABLE>
_______________
(a)  Operating  income  before  depreciation  and  amortization  is  defined  as
     operating income before depreciation and amortization,  impairment charges,
     if any, related to fixed and intangible assets and gains or losses from the
     sale of assets,  if any. As such, it eliminates  the  significant  level of
     non-cash  depreciation  and  amortization  expense  that  results  from the
     capital intensive nature of our businesses and intangible assets recognized
     in business  combinations,  and is unaffected  by our capital  structure or
     investment  activities.  Our  management  and Board of  Directors  use this
     measure  in  evaluating  our  consolidated  operating  performance  and the
     operating performance of all of our operating segments. This metric is used
     to  allocate  resources  and  capital to our  operating  segments  and is a
     significant  component of our annual incentive  compensation  programs.  We
     believe  that this  measure is also useful to investors as it is one of the
     bases for comparing our operating  performance  with other companies in our
     industries,  although our measure may not be directly comparable to similar
     measures used by other  companies.  Because we use operating  income before
     depreciation and amortization as the measure of our segment profit or loss,
     we reconcile it to operating income, the most directly comparable financial
     measure  calculated  and presented in accordance  with  Generally  Accepted
     Accounting  Principles  (GAAP),  in the  business  segment  footnote to our
     financial statements. This measure should not be considered as a substitute
     for  operating  income  (loss),  net income  (loss),  net cash  provided by
     operating activities or other measures of performance or liquidity reported
     in accordance with GAAP.

                                       16

<PAGE>

                  COMCAST HOLDINGS CORPORATION AND SUBSIDIARIES
                                    FORM 10-Q
                           QUARTER ENDED JUNE 30, 2004

     Revenues

     Video revenue consists of our basic, expanded basic, premium, pay-per-view,
equipment  and digital  cable  services.  The increases in video revenue for the
interim  periods  from 2003 to 2004 are  primarily  due to the  effects  of rate
increases in our  traditional  video service and growth in digital  subscribers.
From June 30, 2003 to June 30,  2004,  we added  approximately  412,000  digital
subscribers,  or a 17.0% increase in digital  subscribers.  We expect  continued
growth in our video services revenue.

     The increases in high-speed  Internet  revenue for the interim periods from
2003  to  2004  are  primarily  due to the  addition  of  approximately  593,000
high-speed Internet  subscribers from June 30, 2003 to June 30, 2004, or a 31.5%
increase in high-speed  Internet  subscribers.  We expect  continued  high-speed
Internet  revenue  growth  as  overall  demand  for our  services  continues  to
increase.

     The increases in  advertising  sales  revenue for the interim  periods from
2003 to 2004 are  primarily  due to the  effects of growth in  regional/national
advertising as a result of the continuing success of our regional  interconnects
and a stronger local advertising market.

     Other revenue includes installation revenues,  guide revenues,  commissions
from  electronic  retailing,  revenue  from our regional  programming  networks,
commercial  data  revenue,  revenue  from  other  product  offerings  and  phone
revenues.

     Expenses

     Total operating, selling, general and administrative expenses increased for
the interim  periods from 2003 to 2004 primarily as a result of increases in the
costs of cable programming, increases in labor and other volume related expenses
associated  with  the  growth  in our  high-speed  Internet  and  digital  cable
services, and increases in charges from cost-sharing arrangements.

Consolidated Income (Expense) Items

     Interest Expense

     The changes in interest  expense for the interim  periods from 2003 to 2004
are due to our  decreased  amount  of debt  outstanding  as a result of our debt
reduction during 2003.

     Interest Income on Affiliate Notes, Net

     The  changes in interest  income on  affiliate  notes,  net for the interim
periods  from  2003 to 2004 are  principally  due to an  increase  in our  notes
receivable from affiliates during 2003 and 2004.

                                  ____________

     Investment Income (Loss), Net

     Investment  income  (loss),  net  for  the  interim  periods  includes  the
     following (in millions):
<TABLE>
<CAPTION>
                                                                    Three Months Ended      Six Months Ended
                                                                         June 30,               June 30,
                                                                     2004        2003         2004       2003
                                                                   ---------- -----------   ---------  ---------
<S>                                                                      <C>          <C>        <C>         <C>
     Interest, dividend and other investment income (expense)......      ($2)         $4         ($8)        $8
     (Losses) gains on sales and exchanges of investments, net.....       (1)          1          (1)        23
     Investment impairment losses..................................       (3)        (14)         (3)       (69)
     Mark to market adjustments on trading securities..............      (38)         71         (55)        69
     Mark to market adjustments on derivatives
          related to trading securities............................      200         (68)        159        (65)
     Mark to market adjustments on derivatives and hedged items....      (10)          5           2          3
                                                                   ---------- -----------   ---------  ---------

          Investment income (loss), net............................     $146         ($1)        $94       ($31)
                                                                   ========== ===========   =========  =========

</TABLE>




                                       17
<PAGE>

                  COMCAST HOLDINGS CORPORATION AND SUBSIDIARIES
                                    FORM 10-Q
                           QUARTER ENDED JUNE 30, 2004



     We have entered into derivative  financial  instruments that we account for
at fair value and which  economically hedge the market price fluctuations in the
common stock of certain of our investments  accounted for as trading securities.
Investment income (loss), net includes the fair value adjustments related to our
trading securities and derivative financial instruments.  The change in the fair
value of our investments  accounted for as trading  securities was substantially
offset by the changes in the fair value of the related  derivatives,  except for
the mark to market  adjustments on our investment in Sprint,  116 million shares
of Liberty and 6 million shares of Liberty  International  for the three and six
months ended June 30, 2004.

     During the three months ended June 30, 2004,  investment income (loss), net
includes $224 million of investment  income  related to the decrease in the fair
value of the derivative  component of the ZONES debt. This fair value adjustment
results  principally  from the change in the common stock  underlying  the ZONES
debt from the  non-dividend  paying  Sprint PCS  tracking  stock to the dividend
paying Sprint FON common stock as a result of the  elimination  by Sprint of its
tracking stock in April 2004. In the future,  we expect that changes in the fair
value of the derivative component of the ZONES debt will be substantially offset
by changes in the fair value of the Sprint FON common  stock we hold and account
for as a trading security.

     We are  exposed to changes in the fair value of  approximately  116 million
shares  of  Liberty  common  stock  through  the  closing  date  of the  Liberty
transaction  and we will  continue to be exposed to changes in the fair value of
approximately 6 million shares of Liberty International common stock we hold and
account  for  as  trading   securities  because  we  have  not  entered  into  a
corresponding derivative to hedge either of these market exposures.

     Accordingly,  our investment  income (loss) is affected by  fluctuations in
the  fair  values  of the  Liberty  and  Liberty  International  common  stocks.
Investment  income  (loss),  net for the three and six month interim  periods in
2004 includes  losses of $8 million and $118 million,  respectively,  related to
these financial instruments.

     Income Tax Expense

     The changes in income tax  expenses  for the interim  periods  from 2003 to
2004 are primarily the result of the effects of the increases in our income from
continuing operations before taxes and minority interest.

     Minority Interest

     The changes in minority  interest for the interim periods from 2003 to 2004
are attributable to the effects of changes in the net income or loss of our less
than wholly owned consolidated subsidiaries.

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




                                       18
<PAGE>
                  COMCAST HOLDINGS CORPORATION AND SUBSIDIARIES
                                    FORM 10-Q
                           QUARTER ENDED JUNE 30, 2004



ITEM 3.       QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

       There have been no significant changes to the information  required under
       this Item from what was disclosed in our 2003 Form 10-K.

ITEM 4.       CONTROLS AND PROCEDURES

       Our chief executive officer and our co-chief  financial  officers,  after
       evaluating the  effectiveness  of our disclosure  controls and procedures
       (as defined in the  Securities  Exchange  Act of 1934 Rules  13a-15(e) or
       15d-15(e))  as of the end of the  period  covered  by this  report,  have
       concluded,  based on the  evaluation  of these  controls  and  procedures
       required by paragraph  (b) of Exchange  Act Rules 13a-15 or 15d-15,  that
       our  disclosure  controls and  procedures  were  effective to ensure that
       material  information  relating to us and our  consolidated  subsidiaries
       would be made known to them by others within those entities.

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

PART II.      OTHER INFORMATION
--------      -----------------
ITEM 1.       LEGAL PROCEEDINGS

       Refer  to  Note  8 to our  condensed  consolidated  financial  statements
       included in Item 1 of this Quarterly Report on Form 10-Q for a discussion
       of recent developments related to our legal proceedings.

ITEM 6.       EXHIBITS AND REPORTS ON FORM 8-K

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

          31   Certifications of Chief Executive Officer and Co-Chief  Financial
               Officers  pursuant  to Section 302 of the  Sarbanes-Oxley  Act of
               2002.

          32   Certification of Chief Executive  Officer and Co-Chief  Financial
               Officers  pursuant  to Section 906 of the  Sarbanes-Oxley  Act of
               2002.

   (b) Reports on Form 8-K:

          None.







                                       19
<PAGE>
                  COMCAST HOLDINGS CORPORATION AND SUBSIDIARIES
                                    FORM 10-Q
                           QUARTER ENDED JUNE 30, 2004


                                   SIGNATURES

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


                                      COMCAST HOLDINGS CORPORATION
                                      -----------------------------------------



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


  Date: August 11, 2004










                                       20
<PAGE>