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

                                    FORM 10-Q
(Mark One)

(X)  Quarterly Report pursuant to Section 13 or 15(d) of the Securities Exchange
     Act of 1934 for the Quarterly Period Ended:
                               SEPTEMBER 30, 1996
                                       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]


             (Exact name of registrant as specified in its charter)

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

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

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

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

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

         Yes  __X__                                      No ____

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

As of  September  30,  1996,  there were  190,525,452  shares of Class A Special
Common Stock,  34,002,024 shares of Class A Common Stock and 8,786,250 shares of
Class B Common Stock outstanding.

<PAGE>

                      COMCAST CORPORATION AND SUBSIDIARIES
                                    FORM 10-Q
                        QUARTER ENDED SEPTEMBER 30, 1996

                                TABLE OF CONTENTS




                                                                           Page
                                                                          Number

PART I.   FINANCIAL INFORMATION

          Item 1.   Financial Statements

                    Condensed Consolidated Balance
                    Sheet as of September 30, 1996 and December 31,
                    1995 (Unaudited).........................................2

                    Condensed Consolidated Statement of
                    Operations and Accumulated Deficit for
                    the Nine and Three Months Ended September 30,
                    1996 and 1995 (Unaudited)................................3

                    Condensed Consolidated Statement of Cash
                    Flows for the Nine Months Ended September 30,
                    1996 and 1995 (Unaudited)................................4

                    Notes to Condensed Consolidated
                    Financial Statements (Unaudited)....................5 - 13

          Item 2.   Management's Discussion and Analysis
                    of Financial Condition and Results of
                    Operations.........................................14 - 24

PART II.  OTHER INFORMATION

          Item 1.   Legal Proceedings.......................................25

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

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

The Private  Securities  Litigation  Reform Act of 1995 provides a "safe harbor"
for forward-looking  statements.  Certain information included in this Quarterly
Report is  forward-looking,  such as  information  relating  to  future  capital
commitments and the effects of  competition.  Such  forward-looking  information
involves  important  risks and  uncertainties  that could  significantly  affect
expected  results in the  future  from those  expressed  in any  forward-looking
statements made by, or on behalf of, the Company.  These risks and uncertainties
include, but are not limited to, uncertainties  relating to economic conditions,
acquisitions and divestitures,  government and regulatory policies,  the pricing
and   availability  of  equipment,   materials,   inventories  and  programming,
technological  developments and changes in the competitive  environment in which
the Company operates.

<PAGE>
                      COMCAST CORPORATION AND SUBSIDIARIES
                                    FORM 10-Q
                        QUARTER ENDED SEPTEMBER 30, 1996

PART I.   FINANCIAL INFORMATION
ITEM 1.   FINANCIAL STATEMENTS
                      CONDENSED CONSOLIDATED BALANCE SHEET
                                   (Unaudited)
<TABLE>
<CAPTION>
                                                                                      (Dollars in thousands)
                                                                              September 30,               December 31,
                                                                                  1996                        1995
<S>                                                                           <C>                          <C>       
ASSETS
CURRENT ASSETS
   Cash and cash equivalents..............................................      $426,226                     $539,061
   Short-term investments, at cost which approximates fair value..........       100,436                      370,982
   Accounts receivable, less allowance for doubtful accounts
     of $82,899 and $81,273...............................................       350,675                      390,698
   Inventories, net.......................................................       256,251                      243,447
   Prepaid charges and other..............................................        57,990                       49,671
   Deferred income taxes..................................................        65,758                       59,799
                                                                              ----------                   ----------
       Total current assets...............................................     1,257,336                    1,653,658
                                                                              ----------                   ----------
INVESTMENTS, principally in affiliates....................................     1,278,733                      906,383
                                                                              ----------                   ----------

PROPERTY AND EQUIPMENT....................................................     3,143,170                    2,575,633
   Accumulated depreciation...............................................    (1,091,608)                    (932,031)
                                                                              ----------                   ----------
   Property and equipment, net............................................     2,051,562                    1,643,602
                                                                              ----------                   ----------

DEFERRED CHARGES..........................................................     6,683,493                    6,552,437
   Accumulated amortization...............................................    (1,441,816)                  (1,175,772)
                                                                              ----------                   ----------
   Deferred charges, net..................................................     5,241,677                    5,376,665
                                                                              ----------                   ----------
                                                                              $9,829,308                   $9,580,308
                                                                              ==========                   ==========
LIABILITIES AND STOCKHOLDERS' DEFICIENCY
CURRENT LIABILITIES
   Accounts payable and accrued expenses..................................      $891,057                     $963,991
   Accrued interest.......................................................        99,357                       72,675
   Current portion of long-term debt......................................       150,550                       85,403
                                                                              ----------                   ----------
       Total current liabilities..........................................     1,140,964                    1,122,069
                                                                              ----------                   ----------

LONG-TERM DEBT, less current portion......................................     7,233,745                    6,943,766
                                                                              ----------                   ----------

DEFERRED INCOME TAXES.....................................................     1,501,820                    1,517,995
                                                                              ----------                   ----------

MINORITY INTEREST AND OTHER...............................................       821,867                      772,004
                                                                              ----------                   ----------
COMMITMENTS AND CONTINGENCIES

COMMON EQUITY PUT OPTIONS.................................................        69,625                       52,125
                                                                              ----------                   ----------
STOCKHOLDERS' DEFICIENCY
   Preferred stock, no par value - authorized, 20,000,000 shares; issued
     5% series A convertible, 6,370 at redemption value...................        31,850
   Class A special common stock, $1 par value - authorized, 500,000,000
     shares;  issued, 190,525,452 and 192,844,814.........................       190,525                      192,845
   Class A common stock, $1 par value - authorized, 200,000,000
     shares;  issued, 34,002,024 and 37,706,517...........................        34,002                       37,707
   Class B common stock, $1 par value - authorized, 50,000,000
     shares;  issued, 8,786,250...........................................         8,786                        8,786
   Additional capital.....................................................       869,911                      843,113
   Accumulated deficit....................................................    (2,089,358)                  (1,914,292)
   Unrealized gains on marketable securities..............................        32,716                       22,210
   Cumulative translation adjustments.....................................       (17,145)                     (18,020)
                                                                              ----------                   ----------
       Total stockholders' deficiency.....................................      (938,713)                    (827,651)
                                                                              ----------                   ----------
                                                                              $9,829,308                   $9,580,308
                                                                              ==========                   ==========
</TABLE>
See notes to condensed consolidated financial statements.

                                       2
<PAGE>
                      COMCAST CORPORATION AND SUBSIDIARIES
                                    FORM 10-Q
                        QUARTER ENDED SEPTEMBER 30, 1996
     CONDENSED CONSOLIDATED STATEMENT OF OPERATIONS AND ACCUMULATED DEFICIT
                                   (Unaudited)
<TABLE>
<CAPTION>
                                                                      (Amounts in thousands, except per share data)
                                                                       Nine Months Ended        Three Months Ended
                                                                        September 30,             September 30,
                                                                      1996         1995         1996         1995
<S>                                                               <C>          <C>           <C>          <C>         
REVENUES
   Service income.............................................     $1,584,000   $1,381,510      $543,540     $478,758
   Net sales from electronic retailing........................      1,286,869      975,917       431,023      391,491
                                                                  -----------  -----------   -----------  ----------- 
                                                                    2,870,869    2,357,427       974,563      870,249
                                                                  -----------  -----------   -----------  ----------- 

COSTS AND EXPENSES
   Operating..................................................        679,563      576,543       226,090      209,186
   Cost of goods sold from electronic retailing...............        774,718      584,615       262,338      234,369
   Selling, general and administrative........................        554,581      451,695       190,325      162,550
   Depreciation...............................................        223,718      278,610        78,325       59,244
   Amortization...............................................        267,272      256,065        88,393       88,388
                                                                  -----------  -----------   -----------  ----------- 
                                                                    2,499,852    2,147,528       845,471      753,737
                                                                  -----------  -----------   -----------  ----------- 

OPERATING INCOME..............................................        371,017      209,899       129,092      116,512

INVESTMENT (INCOME) EXPENSE
   Interest expense...........................................        403,735      388,367       135,742      137,816
   Investment income..........................................        (63,706)    (202,307)      (16,215)     (44,727)
   Equity in net losses of affiliates.........................         89,198       63,534        28,877       25,628
   Gain from equity offering of affiliate.....................        (40,638)
   Other......................................................         22,673       (5,523)         (293)      (5,891)
                                                                  -----------  -----------   -----------  ----------- 
                                                                      411,262      244,071       148,111      112,826
                                                                  -----------  -----------   -----------  ----------- 

(LOSS) INCOME BEFORE INCOME TAX EXPENSE, MINORITY
   INTEREST AND EXTRAORDINARY ITEMS...........................        (40,245)     (34,172)      (19,019)       3,686

INCOME TAX EXPENSE............................................         33,894       32,470         9,282       18,435
                                                                  -----------  -----------   -----------  ----------- 

LOSS BEFORE MINORITY INTEREST AND
   EXTRAORDINARY ITEMS........................................        (74,139)     (66,642)      (28,301)     (14,749)

MINORITY INTEREST.............................................        (47,423)     (34,767)      (18,329)     (12,796)
                                                                  -----------  -----------   -----------  ----------- 

LOSS BEFORE EXTRAORDINARY ITEMS...............................        (26,716)     (31,875)       (9,972)      (1,953)

EXTRAORDINARY ITEMS...........................................         (1,013)      (5,407)                    (5,407)
                                                                  -----------  -----------   -----------  ----------- 

NET LOSS......................................................        (27,729)     (37,282)       (9,972)      (7,360)

ACCUMULATED DEFICIT
   Beginning of period .......................................     (1,914,292)  (1,827,647)   (2,030,633)  (1,868,738)
   Dividends declared - $.070, $.070, $.023 and 
     $.023 per common share ..................................        (18,918)     (16,758)       (7,864)      (5,589)
   Retirement of common stock.................................       (128,419)                   (40,889)
                                                                  -----------  -----------   -----------  ----------- 
   End of period..............................................    ($2,089,358) ($1,881,687)  ($2,089,358) ($1,881,687)
                                                                  ===========  ===========   ===========  =========== 

LOSS PER SHARE
   Loss before extraordinary items............................          ($.11)       ($.13)        ($.04)       ($.01)
   Extraordinary items........................................                        (.02)                      (.02)
                                                                  -----------  -----------   -----------  ----------- 
        Net loss..............................................          ($.11)       ($.15)        ($.04)       ($.03)
                                                                  ===========  ===========   ===========  =========== 

WEIGHTED AVERAGE NUMBER OF COMMON SHARES
  OUTSTANDING DURING THE PERIOD...............................        236,189      239,634       233,318      239,819
                                                                  ===========  ===========   ===========  =========== 
</TABLE>

See notes to condensed consolidated financial statements.

                                        3
<PAGE>

                      COMCAST CORPORATION AND SUBSIDIARIES
                                    FORM 10-Q
                        QUARTER ENDED SEPTEMBER 30, 1996
                 CONDENSED CONSOLIDATED STATEMENT OF CASH FLOWS
                                   (Unaudited)
<TABLE>
<CAPTION>
                                                                                       (Dollars in thousands)
                                                                                    Nine Months Ended September 30,
                                                                                  1996                        1995
<S>                                                                             <C>                          <C>      
OPERATING ACTIVITIES
   Net loss...............................................................      ($27,729)                    ($37,282)
   Adjustments to reconcile net loss to net cash provided
    by operating activities:
     Depreciation.........................................................       223,718                      278,610
     Amortization.........................................................       267,272                      256,065
     Non-cash interest expense, net.......................................        48,087                       41,403
     Equity in net losses of affiliates...................................        89,198                       63,534
     Gains on long-term investments, net..................................       (22,077)                    (162,682)
     Gain from equity offering of affiliate...............................       (40,638)
     Minority interest....................................................       (47,423)                     (34,767)
     Extraordinary items..................................................         1,013                        5,407
     Deferred income taxes and other......................................         4,474                      (14,356)
                                                                             -----------                   ---------- 
                                                                                 495,895                      395,932

     Decrease (increase) in accounts receivable, net......................        45,265                       (8,282)
     Increase in inventories, net.........................................       (11,834)                     (37,978)
     Increase in prepaid charges and other................................        (2,705)                     (16,261)
     (Decrease) increase in accounts payable and accrued expenses.........       (25,961)                      25,666
     Increase in accrued interest.........................................        26,666                       12,609
                                                                             -----------                   ---------- 
         Net cash provided by operating activities........................       527,326                      371,686
                                                                             -----------                   ---------- 

FINANCING ACTIVITIES
   Proceeds from borrowings...............................................       660,404                    3,111,856
   Retirement and repayment of debt.......................................      (486,755)                  (1,160,867)
   (Repurchases) issuances of common stock, net...........................      (169,662)                       2,726
   Equity contribution to a subsidiary....................................                                      6,556
   Dividends..............................................................       (18,918)                     (16,758)
   Other..................................................................        (4,294)                     (22,146)
                                                                             -----------                   ---------- 
         Net cash (used in) provided by financing activities..............       (19,225)                   1,921,367
                                                                             -----------                   ---------- 

INVESTING ACTIVITIES
   Acquisitions, net of cash acquired.....................................       (57,995)                  (1,371,074)
   Proceeds from sales (purchases) of short-term investments, net.........       270,546                      (81,809)
   Investments, principally in affiliates.................................      (447,622)                    (457,984)
   Proceeds from sales of long-term investments...........................       111,263                      400,749
   Additions to property and equipment....................................      (450,205)                    (476,571)
   Other..................................................................       (46,923)                     (25,194)
                                                                             -----------                   ---------- 
         Net cash used in investing activities............................      (620,936)                  (2,011,883)
                                                                             -----------                   ---------- 

(DECREASE) INCREASE IN CASH AND CASH EQUIVALENTS..........................      (112,835)                     281,170

CASH AND CASH EQUIVALENTS, beginning of period............................       539,061                      335,320
                                                                             -----------                   ---------- 

CASH AND CASH EQUIVALENTS, end of period..................................      $426,226                     $616,490
                                                                             ===========                   ==========
</TABLE>



See notes to condensed consolidated financial statements.

                                        4

<PAGE>

                      COMCAST CORPORATION AND SUBSIDIARIES
                                    FORM 10-Q
                        QUARTER ENDED SEPTEMBER 30, 1996
              NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
                                   (Unaudited)

1.   CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

     Basis of Presentation
     The condensed  consolidated  balance sheet as of December 31, 1995 has been
     condensed  from the audited  balance  sheet as of that date.  The condensed
     consolidated  balance  sheet  as  of  September  30,  1996,  the  condensed
     consolidated  statement of operations and accumulated  deficit for the nine
     and  three  months  ended  September  30,  1996 and 1995 and the  condensed
     consolidated  statement of cash flows for the nine months  ended  September
     30, 1996 and 1995 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 (which include only normal recurring
     adjustments) necessary to present fairly the financial position, results of
     operations  and cash flows as of  September  30,  1996 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, 1995 Annual Report on Form 10-K filed with the  Securities and Exchange
     Commission.  The results of operations for the periods ended  September 30,
     1996 are not necessarily indicative of operating results for the full year.

2.   SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

     New Accounting Pronouncement
     Effective  January 1, 1996,  the Company  adopted  Statement  of  Financial
     Accounting   Standards  ("SFAS")  No.  123,   "Accounting  for  Stock-Based
     Compensation."  The  Company  has  elected  to  continue  to  measure  such
     compensation  expense using the method prescribed by Accounting  Principles
     Board  Opinion  No. 25,  "Accounting  for Stock  Issued to  Employees,"  as
     permitted by SFAS No. 123. Accordingly, there was no impact of the adoption
     of  SFAS  No.  123  on the  Company's  financial  position  or  results  of
     operations.

     Net Loss Per Share
     Net loss per share is based on the weighted average number of common shares
     outstanding  during  the  period.  For the  nine  and  three  months  ended
     September 30, 1996 and 1995, the Company's common stock equivalents have an
     antidilutive  effect on net loss per share  and,  therefore,  have not been
     used in  determining  the total  weighted  average  number of common shares
     outstanding.

     Reclassifications
     Certain  reclassifications  have  been  made to the  prior  year  condensed
     consolidated  financial statements to conform to those classifications used
     in 1996.

3.   ACQUISITIONS AND OTHER SIGNIFICANT EVENTS

     Regional Sports Venture
     In July 1996, the Company  completed its  acquisition  (the "Sports Venture
     Acquisition")  of an  interest  of  approximately  66% in the  Philadelphia
     Flyers Limited Partnership,  a Pennsylvania  limited partnership  ("PFLP"),
     the assets of which, after giving effect to the Sports Venture Acquisition,
     consist of (i) the National Basketball Association ("NBA") franchise to own
     and operate the Philadelphia  76ers basketball team and related assets (the
     "Sixers"),  (ii) the National  Hockey League  ("NHL")  franchise to own and
     operate the Philadelphia  Flyers hockey team and related assets,  and (iii)
     two adjacent arenas,  leasehold interests in and development rights related
     to the land  underlying  the  arenas  and other  adjacent  parcels  of land
     located  in  Philadelphia,   Pennsylvania  (collectively,   the  "Arenas").
     Concurrent with the completion of the Sports Venture Acquisition,  PFLP was
     renamed Comcast Spectacor, L.P. ("Comcast-Spectacor").


                                        5

<PAGE>
                      COMCAST CORPORATION AND SUBSIDIARIES
                                    FORM 10-Q
                        QUARTER ENDED SEPTEMBER 30, 1996
        NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS - CONTINUED
                                   (Unaudited)

     The Sports Venture  Acquisition  was completed in two steps. In April 1996,
     the Company  purchased  the Sixers for $125.0  million in cash plus assumed
     net  liabilities  of  approximately  $11.0  million  through a  partnership
     controlled by the Company. To complete the Sports Venture  Acquisition,  in
     July 1996, the Company  contributed  its interest in the Sixers,  exchanged
     approximately  3.5 million  shares of the Company's  Class A Special Common
     Stock  (the  "Class A  Special  Common  Stock")  and  6,370  shares  of the
     Company's  newly  issued  5%  Series A  Convertible  Preferred  Stock  (the
     "Preferred  Stock"  - see Note 6) and paid  $15.0  million  in cash for its
     current   interest  in   Comcast-Spectacor.   The  remaining   interest  of
     approximately 34% in Comcast-Spectacor  is owned by a group,  including the
     former  majority  owner of PFLP,  who also  manages  Comcast-Spectacor.  In
     connection with the Sports Venture Acquisition,  Comcast-Spectacor  assumed
     the  outstanding  liabilities  relating  to  the  Sixers  and  the  Arenas,
     including  a mortgage  obligation  of  approximately  $155.0  million.  The
     Company  accounts  for its interest in  Comcast-Spectacor  under the equity
     method.

     Sprint Spectrum
     Effective  as of  January  1996,  the  Company,  Tele-Communications,  Inc.
     ("TCI"),   Cox   Communications,   Inc.  ("Cox")  and  Sprint   Corporation
     (collectively,  the  "Parents"),  and certain  subsidiaries of the Parents,
     entered into a series of agreements relating to their previously  announced
     joint venture (March 1995) to engage in the communications  business. Under
     an Amended and Restated Agreement of Limited  Partnership of MajorCo,  L.P.
     (known as "Sprint Spectrum"), the business of Sprint Spectrum is to provide
     wireless  telecommunications  services and will not include the  previously
     authorized business of providing local wireline  communications services to
     residences and businesses.  A partnership owned entirely by subsidiaries of
     the  Company  owns 15% of Sprint  Spectrum.  The Company  accounts  for its
     investment in Sprint Spectrum under the equity method (see Note 4).

     Scripps  Cable 
     In October 1995,  the Company  announced its agreement to acquire the cable
     television  operations ("Scripps Cable") of The E.W. Scripps Company ("E.W.
     Scripps") in exchange for shares of the  Company's  Class A Special  Common
     Stock worth $1.575  billion,  subject to certain closing  adjustments  (the
     "Scripps Transaction"). For purposes of determining the number of shares of
     Class A Special  Common Stock to be  delivered in the Scripps  Transaction,
     such stock will be valued on the basis of the average  closing price of the
     Class A Special  Common Stock on The Nasdaq Stock Market  ("Nasdaq") for 15
     trading days randomly selected from the 40 trading day period ending on the
     second  trading day prior to the closing date (the "Comcast  Share Price");
     provided  that the Comcast  Share Price will be no greater than $23.09 and,
     except as provided below, no less than $17.06 (the "Minimum Price").

     The closing price of the Class A Special Common Stock on Nasdaq on November
     4, 1996 was $15.188 per share, which is below the Minimum Price. Since July
     10, 1996,  when the closing  price of the Class A Special  Common Stock was
     $16.75, the Class A Special Common Stock has traded at closing prices below
     the Minimum  Price.  If the Comcast Share Price is below the Minimum Price,
     E.W.  Scripps  has the right,  but not the  obligation,  to  terminate  the
     agreement,  subject to the right of the Company to  increase  the number of
     shares of Class A  Special  Common  Stock to be  delivered  in the  Scripps
     Transaction  (i) to that number of shares that would have been delivered if
     the Comcast  Share  Price were not subject to the Minimum  Price or (ii) by
     such lower  number as E.W.  Scripps and the Company may agree.  The Company
     has informed E.W.  Scripps that if the Comcast Share Price is less than the
     Minimum  Price and if E.W.  Scripps  exercises  its rights to terminate the
     agreement,  the Company does not intend to elect to deliver any  additional
     shares of Class A Special Common Stock. The E.W. Scripps Board of Directors
     (the  "Scripps  Board") has  indicated  that it will not  proceed  with the
     Scripps  Transaction  if the Comcast Share Price is below the Minimum Price
     and the number of shares of Class A Special Common Stock to be delivered by
     the Company is less than the number that would have been  delivered  if the
     Minimum  Price were equal to the Comcast Share Price,  unless,  among other
     things, the Scripps Board receives an opinion from its financial advisor as
     to  the  fairness  from  a  financial  point  of  view  to  E.W.   Scripps'
     stockholders of the consideration to be paid under such circumstances.


                                        6

<PAGE>
                      COMCAST CORPORATION AND SUBSIDIARIES
                                    FORM 10-Q
                        QUARTER ENDED SEPTEMBER 30, 1996
        NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS - CONTINUED
                                   (Unaudited)

     Scripps  Cable  passes  more than 1.2  million  homes and serves  more than
     800,000   subscribers,   with  over  60%  of  its  subscribers  located  in
     Sacramento, California and Chattanooga and Knoxville, Tennessee. Subject to
     the foregoing  and certain other  conditions,  the Scripps  Transaction  is
     scheduled to close in November 1996.

     Share  Repurchase  Program  
     Concurrent  with the  announcement  of the Scripps  Transaction  in October
     1995, the Company announced that its Board of Directors authorized a market
     repurchase program (the "Repurchase Program") pursuant to which the Company
     may purchase,  at such times and on such terms as it deems appropriate,  up
     to $500.0  million  of its  outstanding  common  stock,  subject to certain
     restrictions and market conditions. Pursuant to the Repurchase Program, the
     Company  has   repurchased   shares  of  its  common  stock  for  aggregate
     consideration  of $185.8  million  through  September  30, 1996,  including
     $173.4  million and $56.8  million  during the nine and three  months ended
     September 30, 1996, respectively.

     As part of the Repurchase Program,  the Company has sold put options on 4.0
     million  shares of its Class A Special  Common Stock through  September 30,
     1996,  including  put options on 1.0 million of such shares sold during the
     nine months ended  September 30, 1996.  The put options give the holder the
     right to require the Company to repurchase such shares at specified  prices
     on specific  dates in January  through  March 1997.  The amount the Company
     would be obligated to pay to repurchase  such shares if all outstanding put
     options were exercised is $69.6 million.  This amount has been reclassified
     to a  temporary  equity  account in the  Company's  condensed  consolidated
     balance sheet as of September 30, 1996.

     Cellular Rebuild
     In 1995, the Company's  cellular division  purchased  approximately  $172.0
     million of switching and cell site  equipment  which  replaced the existing
     switching and cell site  equipment (the  "Cellular  Rebuild").  The Company
     substantially  completed the Cellular Rebuild during 1995. During the first
     quarter  of 1995,  the  Company  charged  approximately  $110.0  million to
     depreciation  expense which represented the difference between the net book
     value of the equipment  replaced and the residual  value  realized upon its
     disposal.

     QVC
     In February 1995, the Company and TCI acquired all of the outstanding stock
     of QVC,  Inc. and its  subsidiaries  ("QVC") not  previously  owned by them
     (approximately  65% of such  shares on a fully  diluted  basis) for $46, in
     cash,  per share  (the "QVC  Acquisition"),  representing  a total  cost of
     approximately $1.4 billion. The QVC Acquisition,  including the exercise of
     certain warrants held by the Company,  was financed with cash contributions
     from the Company and TCI of $296.3 million and $6.6 million,  respectively,
     borrowings  of $1.1 billion  under a $1.2  billion QVC credit  facility and
     existing cash and cash equivalents held by QVC.  Following the acquisition,
     the Company and TCI own, through their respective subsidiaries,  57.45% and
     42.55%,  respectively,  of  QVC.  The  Company  has  accounted  for the QVC
     Acquisition  under the purchase  method and QVC was  consolidated  with the
     Company effective February 1, 1995.


                                        7
<PAGE>

                      COMCAST CORPORATION AND SUBSIDIARIES
                                    FORM 10-Q
                        QUARTER ENDED SEPTEMBER 30, 1996
        NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS - CONTINUED
                                   (Unaudited)

     Pro Forma Results
     The following pro forma information for the nine months ended September 30,
     1995 has been  presented as if the QVC  Acquisition  occurred on January 1,
     1995. This unaudited pro forma  information is based on historical  results
     of  operations,  adjusted for  acquisition  costs,  and is not  necessarily
     indicative of what the results would have been had the Company operated QVC
     since such date.
                                    (Dollars in millions, except per share data)
                                                 Nine Months Ended
                                               September 30, 1995 (1)

          Revenues ............................     $   2,487.8

          Loss before extraordinary items......           (36.8)

          Net loss ............................           (42.2)

          Net loss per share ..................            (.18)

     (1)  Effective  April 1,  1995,  QVC  commenced  consolidating  its  United
          Kingdom ("UK")  operations.  Pro forma revenues presented above do not
          reflect  revenues  relating to QVC's UK  operations  prior to April 1,
          1995.



                                        8

<PAGE>


                      COMCAST CORPORATION AND SUBSIDIARIES
                                    FORM 10-Q
                        QUARTER ENDED SEPTEMBER 30, 1996
        NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS - CONTINUED
                                   (Unaudited)

4.   INVESTMENTS

     Investments - Equity Method
     Summarized  financial  information  for  equity  method  investments  is as
     follows (dollars in thousands):
<TABLE>
<CAPTION>
   Nine Months Ended September 30, 1996                  Sprint Spectrum (a)     Other                Combined
<S>                                                        <C>               <C>                   <C>      
   Combined Results of Operations
     Revenues, net...............................            $                  $624,550              $624,550
     Depreciation and amortization...............                  688           120,281               120,969
     Operating loss..............................             (122,655)         (104,739)             (227,394)
     Net loss as reported
        by affiliates............................             (243,508)         (172,802)             (416,310)

   Company's Equity in Net Loss
     Equity in current period net loss...........             ($36,526)         ($49,245)             ($85,771)
     Amortization income (expense) (b)...........                  636            (4,063)               (3,427)
                                                              --------          --------              -------- 

       Total equity in net loss..................             ($35,890)         ($53,308)             ($89,198)
                                                              ========          ========              ======== 

   Three Months Ended September 30, 1996                 Sprint Spectrum (a)     Other                Combined

   Combined Results of Operations
     Revenues, net...............................          $                    $178,777              $178,777
     Depreciation and amortization...............                  384            29,199                29,583
     Operating loss..............................              (46,898)          (31,622)              (78,520)
     Net loss as reported
        by affiliates............................              (90,837)          (45,660)             (136,497)

   Company's Equity in Net Loss
     Equity in current period net loss...........             ($13,625)         ($14,045)             ($27,670)
     Amortization expense (b)....................                                 (1,207)               (1,207)
                                                              --------          --------              -------- 
       Total equity in net loss..................             ($13,625)         ($15,252)             ($28,877)
                                                              ========          ========              ======== 

   As of September 30, 1996                              Sprint Spectrum (a)     Other                Combined

   Combined Financial Position
     Current assets..............................              $35,917        $1,807,083            $1,843,000
     Noncurrent assets...........................            2,525,411         2,306,286             4,831,697
     Current liabilities.........................               71,866           833,410               905,276
     Noncurrent liabilities......................               17,078         2,179,821             2,196,899
<FN>
---------------
(a)  See footnote (1) on page 10.
(b)  See footnote (3) on page 10.
</FN>
</TABLE>

                                        9

<PAGE>
                      COMCAST CORPORATION AND SUBSIDIARIES
                                    FORM 10-Q
                        QUARTER ENDED SEPTEMBER 30, 1996
        NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS - CONTINUED
                                   (Unaudited)

<TABLE>
<CAPTION>
                                                   Three Months        Nine Months                   Three Months
                                                       Ended              Ended                          Ended
                                                  January 31, 1995 September 30, 1995             September 30, 1995
                                                      QVC (2)             Other        Combined      Combined (2)
<S>                                                  <C>               <C>            <C>            <C>     
   Combined Results of Operations
     Revenues, net...............................     $425,921          $450,546       $876,467       $160,893
     Depreciation and amortization...............       12,992           109,006        121,998         38,941
     Operating income (loss).....................       58,247          (163,777)      (105,530)       (64,228)
     Net income (loss) as reported
        by affiliates............................       28,333          (238,461)      (210,128)       (92,587)

   Company's Equity in Net Income (Loss)
     Equity in current period net income (loss)..       $4,286          ($64,071)      ($59,785)      ($24,101)
     Amortization income (expense) (3)...........        1,194            (4,943)        (3,749)        (1,527)
                                                      --------          --------       --------       --------
       Total equity in net income (loss).........       $5,480          ($69,014)      ($63,534)      ($25,628)
                                                      ========          ========       ========       ========
<FN>
     (1)  The  Company's  equity  interest  in  Sprint  Spectrum's  net  loss is
          recorded  three  months  in  arrears.   Accordingly,   the  summarized
          financial  information  presented  above  includes  Sprint  Spectrum's
          results of  operations  for the nine and three  months  ended June 30,
          1996 and its financial position as of June 30, 1996.
     (2)  Through  January 31,  1995,  QVC's fiscal year end was January 31, and
          therefore,  the  Company  recorded  its equity  interest  in QVC's net
          income two months in arrears.  For the nine months ended September 30,
          1995, the Company recorded its equity interest in QVC's net income for
          the period from November 1, 1994 through  January 31, 1995,  which was
          not  previously  recorded by the Company.  The effect of this one-time
          adjustment was not significant to the Company's results of operations.
          Effective   February  1,  1995,   QVC's  results  of  operations  were
          consolidated with the Company.
     (3)  The  differences  between the Company's  recorded  investments and its
          proportionate interests in the book value of the investees' net assets
          are being amortized to equity in net income or loss,  primarily over a
          period of twenty years,  which is consistent  with the estimated lives
          of the underlying assets.
</FN>
</TABLE>

     Through  June  27,  1996,   the  Company  held   investments   in  Teleport
     Communications  Group Inc.  ("TCGI"),  TCG Partners and certain local joint
     ventures (the "Joint Ventures")  managed by TCGI and TCG Partners.  On June
     27, 1996, TCGI sold  approximately  27 million shares of its Class A Common
     Stock (the  "TCGI  Class A Stock")  for $16 per share in an initial  public
     offering (the "IPO").  In connection  with the IPO,  TCGI,  the Company and
     subsidiaries of Cox, TCI and  Continental  Cablevision  ("Continental"  and
     collectively  with Cox,  TCI and the  Company,  the  "Cable  Stockholders")
     entered  into  a  reorganization  agreement  pursuant  to  which  TCGI  was
     reorganized (the "Reorganization").  The Reorganization consisted of, among
     other  things:  (i)  the  acquisition  by TCGI of TCG  Partners;  (ii)  the
     acquisition  by  TCGI  of  additional   interests  in  the  Joint  Ventures
     (including  100% of those  interests  held by the  Company);  and (iii) the
     contribution  to TCGI of  $269.0  million  aggregate  principal  amount  of
     indebtedness,  plus  accrued  interest  thereon,  owed by TCGI to the Cable
     Stockholders  (including $53.8 million principal amount and $4.1 million of
     accrued   interest   owed  to  the  Company).   In   connection   with  the
     Reorganization,  the Company received 25.6 million shares of TCGI's Class B
     Common  Stock (the "TCGI Class B Stock").  Each share of TCGI Class B Stock
     is entitled to voting power  equivalent to ten shares of TCGI Class A Stock
     and is  convertible,  at the option of the  holder,  into one share of TCGI
     Class A  Stock.  The  Company  recorded  a $40.6  million  increase  in its
     proportionate  share of TCGI's net assets as a gain from equity offering of
     affiliate  in  its  condensed  consolidated  statement  of  operations  and
     accumulated  deficit for the nine months ended  September  30, 1996.  After
     giving effect to the  Reorganization and the IPO, the Company owns 19.5% of
     the outstanding TCGI Class B Stock representing a 19.1% voting interest and
     a 16.1% equity interest.  The Company continues to account for its interest
     in TCGI under the equity  method.  Assuming  conversion of the TCGI Class B
     Stock held by the Company into TCGI Class A Stock, the Company's investment
     would  have a fair  value of  approximately  $605.3  million,  based on the
     quoted market price of the TCGI Class A Stock as of September 30, 1996.

                                       10
<PAGE>
                      COMCAST CORPORATION AND SUBSIDIARIES
                                    FORM 10-Q
                        QUARTER ENDED SEPTEMBER 30, 1996
        NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS - CONTINUED
                                   (Unaudited)


     Investments - Public Companies
     In February  1996,  in  connection  with certain  preemptive  rights of the
     Company under previously  existing  agreements with Nextel  Communications,
     Inc. ("Nextel"),  the Company purchased  approximately 8.16 million shares,
     classified  as long-term  investments  available for sale, of Nextel common
     stock at $12.25 per share, for a total cost of $99.9 million.

     During the nine and three months ended September 30, 1996, the Company sold
     5.6 million shares and 1.2 million shares,  respectively,  of Nextel common
     stock for $105.4  million and $19.9 million,  respectively,  and recognized
     pre-tax  gains  of  $35.4  million  and  $5.8  million,   respectively,  as
     investment income in its condensed consolidated statement of operations and
     accumulated  deficit.  During the nine and three months ended September 30,
     1995,  the Company  sold 11.3  million  shares of Nextel  common  stock for
     $212.6 million and recognized a pre-tax gain of $36.2 million as investment
     income  in  its  condensed   consolidated   statement  of  operations   and
     accumulated deficit.

     The Company  holds  unrestricted  equity  investments  in certain  publicly
     traded  companies  with an  historical  cost of $149.2  million  and $115.9
     million as of September 30, 1996 and December 31, 1995,  respectively.  The
     Company has recorded these  investments,  which are classified as available
     for sale,  at their  estimated  fair  values of $199.5  million  and $150.1
     million as of September 30, 1996 and December 31, 1995,  respectively.  The
     unrealized  pre-tax gains as of September 30, 1996 and December 31, 1995 of
     $50.3 million and $34.2  million,  respectively,  have been reported in the
     Company's   condensed   consolidated   balance   sheet  as   decreases   in
     stockholders'  deficiency,  net of related  deferred  income taxes of $17.6
     million and $12.0 million, respectively.

     As a result of the merger of Time Warner,  Inc.  ("Time Warner") and Turner
     Broadcasting  System,  Inc.  ("TBS"),  which was consummated on October 10,
     1996 (the "Merger Date"),  the Company received  approximately 1.36 million
     shares of Time Warner  common stock (the "Time  Warner  Stock") in exchange
     for all of the  shares of TBS stock  held by the  Company  as of the Merger
     Date.  The closing market price of the Time Warner Stock on the Merger Date
     was  $41.375  per  share.  The  Company's  investment  in  TBS,  which  was
     classified as a long-term investment  available for sale, had an historical
     cost of approximately $8.9 million.

     Investments  -  Privately  Held  Companies  
     In  January  1995,  the  Company  exchanged  its  investments  in  Heritage
     Communications,    Inc.   with   TCI   for   approximately   13.3   million
     publicly-traded  Class A common  shares of TCI with a fair market  value of
     approximately  $290.0  million.   Shortly  thereafter,   the  Company  sold
     approximately  9.1 million  unrestricted  TCI shares for total  proceeds of
     $188.1 million. As a result of these transactions, the Company recognized a
     pre-tax  gain of $141.0  million  as  investment  income  in its  condensed
     consolidated  statement of operations and accumulated  deficit in the first
     quarter of 1995.

5.   LONG-TERM DEBT

     In May 1995,  the Company  issued $250.0  million  principal  amount of its
     9-3/8% senior subordinated debentures due 2005.

     In May 1996, the Company expensed  unamortized  debt  acquisition  costs of
     $1.8  million  in  connection  with  the  prepayment  of  a  portion  of  a
     subsidiary's  outstanding debt,  resulting in an extraordinary loss, net of
     tax, of $1.0 million.

     The Company incurred debt extinguishment costs totaling $8.3 million during
     the  nine and  three  months  ended  September  30,  1995,  as a result  of
     refinancing  the  indebtedness  of certain  subsidiaries,  resulting  in an
     extraordinary loss, net of tax, of $5.4 million or $.02 per share.


                                       11

<PAGE>

                      COMCAST CORPORATION AND SUBSIDIARIES
                                    FORM 10-Q
                        QUARTER ENDED SEPTEMBER 30, 1996
        NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS - CONTINUED
                                   (Unaudited)

6.   PREFERRED STOCK

     In July 1996, in connection with the Sports Venture  Acquisition  (see Note
     3), the Company  issued  6,370 shares of  Preferred  Stock.  Each holder of
     shares of the  Preferred  Stock is  entitled  to  receive  cumulative  cash
     dividends  at the  annual  rate of $250 per  share,  payable  quarterly  in
     arrears.  The Preferred Stock is redeemable,  at the option of the Company,
     beginning  in July  1999 at a  redemption  price of $5,000  per share  plus
     accrued and unpaid dividends,  subject to certain conditions and conversion
     adjustments.  The  Preferred  Stock is  convertible,  at the  option of the
     holder,  into shares of the  Company's  Class A Special  Common  Stock at a
     ratio of 209.1175  shares of Class A Special Common Stock for each share of
     Preferred  Stock,  subject  to  certain  conditions.  The  holders  of  the
     Preferred  Stock are not entitled to any voting  rights except as otherwise
     provided by the Company's Articles of Incorporation or by applicable law.

7.   STATEMENT OF CASH FLOWS - SUPPLEMENTAL INFORMATION

     The Company made interest payments of $329.0 million, $334.4 million, $99.2
     million and $124.3 million during the nine and three months ended September
     30, 1996 and 1995, respectively.

     The Company made cash  payments for income  taxes of $77.7  million,  $24.4
     million,  $15.5 million,  and $5.3 million during the nine and three months
     ended September 30, 1996 and 1995, respectively.

8.   CONTINGENCIES

     The Company is subject to claims which arise in the ordinary  course of its
     business and other legal  proceedings.  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.


                                       12

<PAGE>

                      COMCAST CORPORATION AND SUBSIDIARIES
                                    FORM 10-Q
                        QUARTER ENDED SEPTEMBER 30, 1996
        NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS - CONCLUDED
                                   (Unaudited)

9.   FINANCIAL DATA BY BUSINESS SEGMENT
     (Dollars in thousands)
<TABLE>
<CAPTION>
                                                   Domestic
                                                     Cable        Electronic      Cellular       Corporate
                                                Communications     Retailing   Communications   and Other (1)     Total
<S>                                              <C>            <C>              <C>              <C>         <C>       
Nine Months Ended September 30, 1996
Revenues, net...............................      $1,170,951     $1,286,869       $317,116         $95,933     $2,870,869
Depreciation and amortization...............         286,438         78,904         84,790          40,858        490,990
Operating income (loss).....................         292,442        129,742         34,036         (85,203)       371,017
Interest expense............................         168,144         50,458         68,357         116,776        403,735
Capital expenditures........................         203,841         38,864         69,026         138,474        450,205
Equity in net (losses) income of
    affiliates..............................         (15,565)           159                        (73,792)       (89,198)

Three Months Ended September 30, 1996
Revenues, net...............................        $392,619       $431,023       $110,020         $40,901       $974,563
Depreciation and amortization...............          95,753         27,023         28,017          15,925        166,718
Operating income (loss).....................          98,122         42,215         19,722         (30,967)       129,092
Interest expense............................          57,490         15,405         24,384          38,463        135,742
Capital expenditures........................          67,025         19,317         32,475          52,483        171,300
Equity in net (losses) income of
    affiliates..............................          (7,121)            75                        (21,831)       (28,877)

As of September 30, 1996
Assets......................................      $4,788,713     $2,092,483     $1,361,983      $1,586,129     $9,829,308
Long-term debt, less current portion........       3,149,912        875,293      1,100,985       2,107,555      7,233,745

Nine Months Ended September 30, 1995
Revenues, net...............................      $1,078,033       $975,917       $274,243         $29,234     $2,357,427
Depreciation and amortization...............         278,862         61,810        177,205          16,798        534,675
Operating income (loss).....................         250,793         93,266        (66,469)        (67,691)       209,899
Interest expense............................         185,371         55,275         54,062          93,659        388,367
Capital expenditures........................         180,437         15,937        191,983          88,214        476,571
Equity in net (losses) income of
    affiliates..............................         (12,143)           428                        (51,819)       (63,534)

Three Months Ended September 30, 1995
Revenues, net...............................        $368,453       $391,491        $97,830         $12,475       $870,249
Depreciation and amortization...............          95,196         24,804         21,981           5,651        147,632
Operating income (loss).....................          86,759         34,901         17,974         (23,122)       116,512
Interest expense............................          61,467         20,459         18,485          37,405        137,816
Capital expenditures........................          69,395          7,465         24,020          36,731        137,611
Equity in net losses of affiliates..........          (5,222)          (180)                       (20,226)       (25,628)
<FN>
---------------
(1)  Corporate and other includes certain  operating  businesses and elimination
     entries related to the segments presented.
</FN>
</TABLE>

                                       13

<PAGE>

                      COMCAST CORPORATION AND SUBSIDIARIES
                                    FORM 10-Q
                        QUARTER ENDED SEPTEMBER 30, 1996



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

Overview

The Company has  experienced  significant  growth in recent  years both  through
strategic  acquisitions and growth in its existing  businesses.  The Company has
historically  met its cash  needs for  operations  through  its cash  flows from
operating   activities.   Cash   requirements   for   acquisitions  and  capital
expenditures  have been provided through the Company's  financing  activities as
well as its existing cash, cash equivalents and short-term investments.

General Developments of Business

Regional Sports Venture 
In July 1996,  the  Company  completed  its  acquisition  (the  "Sports  Venture
Acquisition")  of an interest of approximately  66% in the  Philadelphia  Flyers
Limited Partnership,  a Pennsylvania limited partnership ("PFLP"), the assets of
which, after giving effect to the Sports Venture Acquisition, consist of (i) the
National  Basketball  Association  ("NBA")  franchise  to own  and  operate  the
Philadelphia  76ers basketball team and related assets (the "Sixers"),  (ii) the
National  Hockey League  ("NHL")  franchise to own and operate the  Philadelphia
Flyers hockey team and related assets, and (iii) two adjacent arenas,  leasehold
interests in and  development  rights related to the land  underlying the arenas
and  other  adjacent  parcels  of land  located  in  Philadelphia,  Pennsylvania
(collectively,  the  "Arenas").  Concurrent  with the  completion  of the Sports
Venture    Acquisition,    PFLP    was    renamed    Comcast-Spectacor,     L.P.
("Comcast-Spectacor").

The Sports Venture  Acquisition  was completed in two steps.  In April 1996, the
Company  purchased  the  Sixers  for $125.0  million  in cash plus  assumed  net
liabilities of approximately  $11.0 million through a partnership  controlled by
the  Company.  To complete the Sports  Venture  Acquisition,  in July 1996,  the
Company  contributed  its interest in the Sixers,  exchanged  approximately  3.5
million  shares of the  Company's  Class A Special  Common  Stock (the  "Class A
Special Common Stock") and 6,370 shares of the Company's  newly issued 5% Series
A Convertible Preferred Stock (the "Preferred Stock"), which is convertible into
approximately  1.3 million  shares of Class A Special  Common Stock  (subject to
certain  conversion  adjustments) and paid $15.0 million in cash for its current
interest in  Comcast-Spectacor.  The remaining  interest of approximately 34% in
Comcast-Spectacor  is owned by a group,  including the former  majority owner of
PFLP, who also manages Comcast-Spectacor.  In connection with the Sports Venture
Acquisition,  Comcast-Spectacor  assumed the outstanding liabilities relating to
the Sixers and the Arenas,  including  a mortgage  obligation  of  approximately
$155.0 million. The Company accounts for its interest in Comcast-Spectacor under
the equity method.

Sprint Spectrum
Effective as of January 1996, the Company,  Tele-Communications,  Inc.  ("TCI"),
Cox  Communications,  Inc.  ("Cox") and Sprint  Corporation  (collectively,  the
"Parents"),   and   certain   subsidiaries   of  the   Parents   (the   "Partner
Subsidiaries"), entered into a series of agreements relating to their previously
announced joint venture (March 1995) to engage in the  communications  business.
Under an Amended and Restated Agreement of Limited Partnership (the "Partnership
Agreement")  of MajorCo,  L.P.  (known as "Sprint  Spectrum"),  the  business of
Sprint Spectrum is to provide wireless  telecommunications services and will not
include  the  previously   authorized   business  of  providing  local  wireline
communications  services to  residences  and  businesses.  A  partnership  owned
entirely by subsidiaries of the Company owns 15% of Sprint Spectrum. The Company
accounts for its investment in Sprint Spectrum under the equity method.


                                       14

<PAGE>

                      COMCAST CORPORATION AND SUBSIDIARIES
                                    FORM 10-Q
                        QUARTER ENDED SEPTEMBER 30, 1996


Scripps Cable
In October  1995,  the  Company  announced  its  agreement  to acquire the cable
television  operations  ("Scripps  Cable") of The E.W.  Scripps  Company  ("E.W.
Scripps") in exchange for shares of the Company's  Class A Special  Common Stock
worth $1.575  billion,  subject to certain  closing  adjustments  (the  "Scripps
Transaction").  For  purposes  of  determining  the  number of shares of Class A
Special Common Stock to be delivered in the Scripps Transaction, such stock will
be  valued  on the  basis of the  average  closing  price of the Class A Special
Common Stock on The Nasdaq Stock Market  ("Nasdaq") for 15 trading days randomly
selected from the 40 trading day period  ending on the second  trading day prior
to the closing date (the "Comcast Share Price"); provided that the Comcast Share
Price will be no greater than $23.09 and, except as provided below, no less than
$17.06 (the "Minimum Price").

The closing  price of the Class A Special  Common Stock on Nasdaq on November 4,
1996 was $15.188 per share,  which is below the  Minimum  Price.  Since July 10,
1996, when the closing price of the Class A Special Common Stock was $16.75, the
Class A Special  Common  Stock has traded at closing  prices  below the  Minimum
Price. If the Comcast Share Price is below the Minimum Price,  E.W.  Scripps has
the right,  but not the obligation,  to terminate the agreement,  subject to the
right of the Company to increase the number of shares of Class A Special  Common
Stock to be  delivered in the Scripps  Transaction  (i) to that number of shares
that would have been  delivered  if the Comcast  Share Price were not subject to
the Minimum  Price or (ii) by such lower number as E.W.  Scripps and the Company
may agree. The Company has informed E.W. Scripps that if the Comcast Share Price
is less than the  Minimum  Price and if E.W.  Scripps  exercises  its  rights to
terminate  the  agreement,  the Company  does not intend to elect to deliver any
additional  shares of Class A Special  Common Stock.  The E.W.  Scripps Board of
Directors (the "Scripps  Board") has indicated that it will not proceed with the
Scripps  Transaction  if the Comcast  Share Price is below the Minimum Price and
the  number of shares of Class A Special  Common  Stock to be  delivered  by the
Company is less than the number  that would have been  delivered  if the Minimum
Price were equal to the Comcast Share Price,  unless,  among other  things,  the
Scripps Board receives an opinion from its financial  advisor as to the fairness
from  a  financial  point  of  view  to  E.W.   Scripps'   stockholders  of  the
consideration to be paid under such circumstances.

Scripps  Cable  passes more than 1.2 million  homes and serves more than 800,000
subscribers, with over 60% of its subscribers located in Sacramento,  California
and Chattanooga and Knoxville,  Tennessee.  Subject to the foregoing and certain
other  conditions,  the Scripps  Transaction  is  scheduled to close in November
1996.

Share Repurchase Program
Concurrent with the announcement of the Scripps Transaction in October 1995, the
Company  announced  that its Board of Directors  authorized a market  repurchase
program (the "Repurchase  Program")  pursuant to which the Company may purchase,
at such times and on such terms as it deems appropriate, up to $500.0 million of
its  outstanding  common  stock,  subject  to  certain  restrictions  and market
conditions.  Pursuant to the  Repurchase  Program,  the Company has  repurchased
shares of its common stock for aggregate consideration of $185.8 million through
September 30, 1996,  including  $173.4 million and $56.8 million during the nine
and three months ended September 30, 1996, respectively.

QVC
In February 1995, the Company and TCI acquired all of the  outstanding  stock of
QVC,  Inc.  and  its   subsidiaries   ("QVC")  not  previously   owned  by  them
(approximately  65% of such shares on a fully  diluted  basis) for $46, in cash,
per share (the "QVC  Acquisition"),  representing a total cost of  approximately
$1.4 billion.  The QVC  Acquisition,  including the exercise of certain warrants
held by the Company,  was financed with cash  contributions from the Company and
TCI of $296.3 million and $6.6 million, respectively, borrowings of $1.1 billion
under a $1.2 billion QVC credit facility and existing cash and cash  equivalents
held by QVC.  Following the acquisition,  the Company and TCI own, through their
respective subsidiaries,  57.45% and 42.55%,  respectively,  of QVC. The Company
has  accounted  for the QVC  Acquisition  under the purchase  method and QVC was
consolidated with the Company effective February 1, 1995.


                                       15

<PAGE>

                      COMCAST CORPORATION AND SUBSIDIARIES
                                    FORM 10-Q
                        QUARTER ENDED SEPTEMBER 30, 1996


Liquidity and Capital Resources

Cash, Cash Equivalents and Short-term Investments
The  Company  has  traditionally  maintained  significant  levels of cash,  cash
equivalents  and  short-term   investments  to  meet  its  short-term  liquidity
requirements.  Cash, cash equivalents and short-term investments as of September
30, 1996 were $526.7  million.  As of September 30, 1996,  approximately  $424.3
million of the Company's cash, cash  equivalents and short-term  investments was
restricted  to use by  subsidiaries  of the Company under  contractual  or other
arrangements,  including approximately $233.0 million which is restricted to use
by Comcast UK Cable Partners Limited ("Comcast UK Cable").

The Company's cash, cash equivalents and short-term  investments are recorded at
cost  which  approximates  their fair  value.  As of  September  30,  1996,  the
Company's  short-term  investments  of $100.4  million  had a  weighted  average
maturity of approximately 12 months.

Investments
In connection  with the Sports  Venture  Acquisition,  the Company has agreed to
lend up to $50.0 million to Comcast-Spectacor,  on a subordinated  basis, in the
event that Comcast-Spectacor is unable to obtain financing from other sources.

Under the provisions of the Partnership Agreement, the Partner Subsidiaries have
committed to contribute $4.2 billion in cash to Sprint Spectrum through 1999, of
which the Company's share is $630.0 million.  Of this funding  requirement,  the
Company has made total cash  contributions  to Sprint Spectrum of $446.8 million
through  September 30, 1996. The Company  expects to fund its remaining share of
the $4.2 billion  commitment by the end of 1997.  The Company  anticipates  that
Sprint  Spectrum's  capital  requirements  over the next  several  years will be
significant.  Requirements  in excess of  committed  capital  are  planned to be
funded by Sprint Spectrum through external financing, including, but not limited
to, vendor  financing,  bank financing and securities  offered to the public. In
August 1996, Sprint Spectrum sold $750.0 million principal amount at maturity of
Senior  Notes and Senior  Discount  Notes due in 2006 in a public  offering.  In
October 1996, Sprint Spectrum closed three credit  agreements  providing a total
of $5.1 billion in available financing, including $2.0 billion in bank financing
and $3.1  billion in vendor  financing.  The timing of the  Company's  remaining
capital  contributions to Sprint Spectrum is dependent upon a number of factors,
including  Sprint   Spectrum's   working  capital   requirements.   The  Company
anticipates funding its remaining capital commitments to Sprint Spectrum through
its cash flows from operating  activities,  its existing cash, cash equivalents,
short-term investments and lines of credit or other external financing,  or by a
combination of these sources.

In February 1996, in connection  with certain  preemptive  rights of the Company
under  previously   existing   agreements  with  Nextel   Communications,   Inc.
("Nextel"),  the Company purchased approximately 8.16 million shares, classified
as long-term  investments  available  for sale, of Nextel common stock at $12.25
per share,  for a total cost of $99.9  million.  The Company  continues  to hold
options,  which expire in September  1997,  to acquire an  additional 25 million
shares of Nextel common stock at $16 per share.

During the nine and three months ended  September 30, 1996, the Company sold 5.6
million shares and 1.2 million shares, respectively,  of Nextel common stock for
$105.4 million and $19.9 million,  respectively, and recognized pre-tax gains of
$35.4  million  and $5.8  million,  respectively,  as  investment  income in its
condensed  consolidated  statement of operations  and  accumulated  deficit (the
"1996 Nextel Gains"). During the nine and three months ended September 30, 1995,
the Company sold 11.3 million  shares of Nextel common stock for $212.6  million
and  recognized  a pre-tax  gain of $36.2  million as  investment  income in its
condensed  consolidated  statement of operations  and  accumulated  deficit (the
"1995 Nextel Gain").

As a result of the  merger of Time  Warner,  Inc.  ("Time  Warner")  and  Turner
Broadcasting  System,  Inc.  ("TBS"),  which was consummated on October 10, 1996
(the "Merger Date"),  the Company received  approximately 1.36 million shares of
Time Warner  common stock (the "Time  Warner  Stock") in exchange for all of the
shares of TBS stock  held by the  Company  as of the Merger  Date.  The  closing
market  price of the Time Warner Stock on the Merger Date was $41.375 per share.
The Company's investment in TBS, which was

                                       16

<PAGE>

                      COMCAST CORPORATION AND SUBSIDIARIES
                                    FORM 10-Q
                        QUARTER ENDED SEPTEMBER 30, 1996


classified as a long-term  investment available for sale, had an historical cost
of approximately $8.9 million.

The Company does not have any  additional  significant  contractual  commitments
with respect to any of its investments.  However, to the extent the Company does
not fund its  investees'  capital  calls,  it exposes  itself to dilution of its
ownership interests.

Financing 
As part of the  Repurchase  Program,  the  Company  has sold put  options on 4.0
million shares of its Class A Special  Common Stock through  September 30, 1996,
including  put options on 1.0 million of such shares sold during the nine months
ended  September 30, 1996.  The put options give the holder the right to require
the Company to repurchase  such shares at specified  prices on specific dates in
January  through March 1997. The amount the Company would be obligated to pay to
repurchase  such shares if all  outstanding  put options were exercised is $69.6
million.  This amount has been reclassified to a temporary equity account in the
Company's condensed consolidated balance sheet as of September 30, 1996.

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

The  Company  expects to  recognize  significant  losses and to  continue to pay
dividends;  therefore, it anticipates that it will continue to have a deficiency
in  stockholders'  equity that will increase through the date of consummation of
the Scripps Transaction. If the Scripps Transaction is consummated,  the Company
will no longer have a deficiency in stockholders'  equity;  however, the Company
expects to recognize losses for the foreseeable  future,  resulting in decreases
in stockholders' equity. The  telecommunications  industry,  including cable and
cellular communications,  and the electronic retailing industry are experiencing
increasing  competition and rapid  technological  changes.  The Company's future
results of operations will be affected by its ability to react to changes in the
competitive  environment  and by its  ability  to  implement  new  technologies.
However,  management  believes that competition,  technological  changes and its
significant losses and deficiency in stockholders' equity will not significantly
affect its ability to obtain financing.

The Company  believes  that it will be able to meet its  current  and  long-term
liquidity and capital  requirements,  including fixed charges,  through its cash
flows from operating  activities,  existing cash, cash  equivalents,  short-term
investments and lines of credit and other external financing.


                                       17

<PAGE>

                      COMCAST CORPORATION AND SUBSIDIARIES
                                    FORM 10-Q
                        QUARTER ENDED SEPTEMBER 30, 1996



Statement of Cash Flows

Cash and cash equivalents decreased $112.8 million as of September 30, 1996 from
December 31, 1995 and  increased  $281.2  million as of September  30, 1995 from
December 31, 1994. Changes in cash and cash equivalents resulted from cash flows
from operating, financing and investing activities which are explained below.

Net cash provided by operating  activities amounted to $527.3 million and $371.7
million for the nine months ended September 30, 1996 and 1995, respectively. The
increase of $155.6  million is due to changes in working  capital as a result of
the  timing  of  receipts  and  disbursements,  the  increase  in the  Company's
operating  income  before   depreciation  and  amortization   (see  "Results  of
Operations") and the effects of the QVC Acquisition.

Net cash (used in) provided by financing activities was ($19.2) million and $1.9
billion for the nine months  ended  September  30, 1996 and 1995,  respectively.
During the nine months ended  September 30, 1996,  the Company  borrowed  $660.4
million under its existing lines of credit and repaid $486.8 million,  including
the  effects of  refinancings  and $88.9  million of  repayments  under a vendor
financing  arrangement.  In addition,  the Company repurchased $173.4 million of
its common  stock during the nine months ended  September  30, 1996.  During the
nine months  ended  September  30,  1995,  the  Company  borrowed  $3.1  billion
consisting  primarily of $1.1 billion in  connection  with the QVC  Acquisition,
$1.1  billion  in  connection  with the  refinancing  of  certain  subsidiaries'
indebtedness,  $300.9  million  for  the  funding  of  Sprint  Spectrum  and the
Company's  $250.0  million  principal  amount  of  9-3/8%  senior   subordinated
debentures due 2005. In addition,  the Company redeemed and retired $1.2 billion
of  its  long-term  debt,  including  $904.8  million  in  connection  with  the
refinancing of certain subsidiaries' indebtedness.

Net cash used in investing  activities  was $620.9  million and $2.0 billion for
the nine months ended September 30, 1996 and 1995, respectively. During the nine
months ended September 30, 1996, net cash used in investing  activities includes
investments  in  affiliates  of $447.6  million,  including  $159.5  million  in
connection with the Sports Venture Acquisition,  capital contributions to Sprint
Spectrum of $100.7  million and the purchase of Nextel shares of $99.9  million,
and  additions to property and equipment of $450.2  million,  offset by proceeds
from the sales of  short-term  and  long-term  investments  of  $381.8  million,
including $105.4 million from the sale of Nextel shares.  During the nine months
ended September 30, 1995, net cash used in investing activities includes the QVC
Acquisition, net of cash acquired, of $1.3 billion, investments in affiliates of
$458.0 million,  including  capital  contributions  to Sprint Spectrum of $320.7
million, additions to property and equipment of $476.6 million and net purchases
of short-term investments of $81.8 million. Such amounts were offset by proceeds
from sales of long-term investments of $400.7 million.

Results of Operations

The effects of the Company's recent acquisitions were to increase  significantly
the Company's  revenues and expenses  resulting in substantial  increases in its
operating income before  depreciation and  amortization,  depreciation  expense,
amortization  expense and interest  expense (see "Operating  Results by Business
Segment"  following).  As a result of the  increases  in  depreciation  expense,
amortization expense and interest expense associated with these acquisitions and
their  financing,  it is expected  that the Company will  recognize  significant
losses for the foreseeable future.


                                       18

<PAGE>

                      COMCAST CORPORATION AND SUBSIDIARIES
                                    FORM 10-Q
                        QUARTER ENDED SEPTEMBER 30, 1996


Summarized  consolidated  financial information for the Company for the nine and
three  months  ended  September  30,  1996 and 1995 is as  follows  (dollars  in
millions, "NM" denotes percentage is not meaningful):

<TABLE>
<CAPTION>
                                                                  Nine Months Ended
                                                                     September 30,         Increase / (Decrease)
                                                                   1996         1995           $            %
<S>                                                             <C>          <C>           <C>           <C>  
Revenues, net.............................................       $2,870.9     $2,357.4      $513.5        21.8%
Cost of goods sold from electronic retailing..............          774.7        584.6       190.1        32.5
Operating, selling, general and administrative expenses...        1,234.2      1,028.2       206.0        20.0
                                                                   ------       ------
Operating income before depreciation and
   amortization (1) ......................................          862.0        744.6       117.4        15.8
Depreciation..............................................          223.7        278.6       (54.9)      (19.7)
Amortization..............................................          267.3        256.1        11.2         4.4
                                                                   ------       ------
Operating income..........................................          371.0        209.9       161.1        76.8
                                                                   ------       ------
Interest expense..........................................          403.7        388.4        15.3         3.9
Investment income.........................................          (63.7)      (202.3)     (138.6)      (68.5)
Equity in net losses of affiliates........................           89.2         63.5        25.7        40.5
Gain from equity offering of affiliate....................          (40.6)                    40.6          NM
Other.....................................................           22.6         (5.5)       28.1          NM
Income tax expense........................................           33.9         32.5         1.4         4.3
Minority interest.........................................          (47.4)       (34.8)       12.6        36.2
Extraordinary items.......................................            1.0          5.4        (4.4)      (81.5)
                                                                   ------       ------
Net loss..................................................         ($27.7)      ($37.3)      ($9.6)      (25.7%)
                                                                   ======       ======

                                                                    Three Months Ended
                                                                      September 30,        Increase / (Decrease)
                                                                    1996         1995          $            %

Revenues, net.............................................         $974.6       $870.2      $104.4        12.0%
Cost of goods sold from electronic retailing..............          262.3        234.4        27.9        11.9
Operating, selling, general and administrative expenses...          416.5        371.7        44.8        12.1
                                                                   ------       ------

Operating income before depreciation and
   amortization (1) ......................................          295.8        264.1        31.7        12.0
Depreciation..............................................           78.3         59.2        19.1        32.3
Amortization..............................................           88.4         88.4
                                                                   ------       ------

Operating income..........................................          129.1        116.5        12.6        10.8
                                                                   ------       ------

Interest expense..........................................          135.7        137.8        (2.1)       (1.5)
Investment income.........................................          (16.2)       (44.7)      (28.5)      (63.8)
Equity in net losses of affiliates........................           28.9         25.6         3.3        12.9
Other.....................................................           (0.3)        (5.9)       (5.6)      (94.9)
Income tax expense........................................            9.3         18.4        (9.1)      (49.5)
Minority interest.........................................          (18.3)       (12.8)        5.5        43.0
Extraordinary items.......................................                         5.4        (5.4)        NM
                                                                   ------       ------

Net loss..................................................         ($10.0)       ($7.3)       $2.7        37.0%
                                                                  =======      =======
<FN>
------------
(1)  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 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

                                       19

<PAGE>

                      COMCAST CORPORATION AND SUBSIDIARIES
                                    FORM 10-Q
                        QUARTER ENDED SEPTEMBER 30, 1996


     depreciation  expense  and  amortization  expense,  operating  cash flow is
     frequently   used  as  one  of  the  bases  for  evaluating  the  Company's
     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.  See  "Statement  of Cash Flows" above for a discussion of net
     cash provided by operating activities.
</FN>
</TABLE>

Operating Results by Business Segment

Domestic Cable Communications

The following  table sets forth  operating  results for the  Company's  domestic
cable communications segment (dollars in millions).

<TABLE>
<CAPTION>
                                                       Nine Months Ended
                                                          September 30,                        Increase
                                                     1996              1995               $                 %
<S>                                                <C>              <C>                 <C>               <C> 
Service income.................................     $1,170.9         $1,078.0            $92.9             8.6%
Operating, selling, general and
     administrative expenses...................        592.0            548.3             43.7             8.0
                                                    --------         --------            -----
Operating income before depreciation
     and amortization (a)......................       $578.9           $529.7            $49.2             9.3%
                                                      ======           ======            =====

                                                       Three Months Ended
                                                          September 30,                        Increase
                                                      1996              1995               $                 %
Service income.................................       $392.6           $368.5            $24.1             6.5%
Operating, selling, general and
     administrative expenses...................        198.7            186.5             12.2             6.5
                                                    --------         --------            -----
Operating income before depreciation
     and amortization (a)......................       $193.9           $182.0            $11.9             6.5%
                                                      ======           ======            =====
<FN>
---------------
(a) See footnote (1) on page 19.
</FN>
</TABLE>

Of the  increases in service  income of $92.9  million and $24.1 million for the
nine and three month  periods from 1995 to 1996,  $25.6 million and $8.2 million
are attributable to subscriber growth, $57.5 million and $16.3 million relate to
changes in rates,  $4.7 million and $0.3 million are  attributable  to growth in
advertising  sales and $5.1 million and ($0.7)  million  relate to other product
offerings.

Of the $43.7 million and $12.2 million increases in operating,  selling, general
and  administrative  expenses for the nine and three month  periods from 1995 to
1996,  $20.9 million and $5.8 million are attributable to increases in the costs
of cable programming as a result of subscriber  growth,  additional  programming
offerings  and changes in rates and $22.8  million and $6.4 million  result from
increases  in the  cost of  labor  and  other  volume  related  expenses.  It is
anticipated  that the Company's cost of cable  programming  will increase in the
future as cable  programming  rates  increase  and  additional  sources of cable
programming become available.


                                       20

<PAGE>
                      COMCAST CORPORATION AND SUBSIDIARIES
                                    FORM 10-Q
                        QUARTER ENDED SEPTEMBER 30, 1996


Electronic Retailing

As a result of the QVC  Acquisition,  the Company  commenced  consolidating  the
financial  results of QVC  effective  February  1,  1995.  The  following  table
presents comparative  financial  information for the nine and three months ended
September  30, 1996 and for the three  months ended  September  30, 1995 and pro
forma  financial  information  for the nine months ended September 30, 1995. Pro
forma financial information is presented herein for purposes of analysis and may
not reflect what actual operating  results would have been had the Company owned
QVC since January 1, 1995 (dollars in millions).

<TABLE>
<CAPTION>
                                                        Nine Months Ended
                                                          September 30,                        Increase
                                                     1996              1995               $                 %
<S>                                                <C>               <C>              <C>                <C>  
Net sales from electronic retailing.............    $1,286.9          $1,107.4         $179.5             16.2%
Cost of goods sold from electronic retailing....       774.7             662.7          112.0             16.9
Operating, selling, general and administrative
     expenses...................................       303.6             266.2           37.4             14.0
                                                      ------            ------          -----
Operating income before depreciation
     and amortization (a).......................      $208.6            $178.5          $30.1             16.9%
                                                      ======            ======          =====

Gross margin....................................        39.8%             40.2%

                                                       Three Months Ended
                                                          September 30,                        Increase
                                                     1996              1995               $                 %
Net sales from electronic retailing.............      $431.0            $391.5          $39.5             10.1%
Cost of goods sold from electronic retailing....       262.3             234.4           27.9             11.9
Operating, selling, general and administrative
     expenses...................................        99.5              97.4            2.1              2.2
                                                      ------            ------          -----
Operating income before depreciation
     and amortization (a).......................       $69.2             $59.7           $9.5             15.9%
                                                      ======            ======          =====

Gross margin....................................        39.1%             40.1%
<FN>
---------------
(a) See footnote (1) on page 19.
</FN>
</TABLE>

The consolidation of QVC's United Kingdom ("UK") operations,  effective April 1,
1995,  resulted in  increases  in net sales from  electronic  retailing of $37.2
million and $7.3 million for the nine and three month periods from 1995 to 1996.
The  remaining  increases  of $142.3  million and $32.2  million  are  primarily
attributable  to the effects of increases of approximately  8.3% and 7.8% in the
average  number of QVC homes  receiving  QVC  services in the United  States for
these periods, respectively.

The  increase  in cost of goods  sold from  electronic  retailing  is  primarily
related to the growth in net sales. The decline in gross margin from 1995 to the
same  periods in 1996 is a result of a change in product  mix and an increase in
shipping and handling costs.

The consolidation of QVC's UK operations,  effective April 1, 1995,  resulted in
an increase in operating,  selling, general and administrative expenses of $14.4
million and $2.1 million for the nine and three month periods from 1995 to 1996.
The  remaining  increase of $23.0 million for the nine month period from 1995 to
1996 is  attributable  to higher sales volume and increases in  advertising  and
administrative costs.


                                       21

<PAGE>

                      COMCAST CORPORATION AND SUBSIDIARIES
                                    FORM 10-Q
                        QUARTER ENDED SEPTEMBER 30, 1996

Cellular Communications

The following table sets forth the operating results for the Company's  cellular
communications segment (dollars in millions).

<TABLE>
<CAPTION>
                                                        Nine Months Ended
                                                          September 30,                        Increase
                                                      1996              1995               $                 %
<S>                                                  <C>              <C>                <C>             <C>  
Service income..................................      $317.1           $274.2             $42.9           15.6%
Operating, selling, general and administrative
     expenses...................................       198.3            163.5              34.8           21.3
                                                      ------           ------             -----
Operating income before depreciation
     and amortization (a).......................      $118.8           $110.7              $8.1            7.3%
                                                      ======           ======              ==== 

                                                       Three Months Ended
                                                          September 30,                        Increase
                                                      1996              1995               $                 %
Service income..................................      $110.0            $97.8             $12.2           12.5%
Operating, selling, general and administrative
     expenses...................................        62.3             57.8               4.5            7.8
                                                      ------           ------             -----
Operating income before depreciation
     and amortization (a).......................       $47.7            $40.0              $7.7           19.3%
                                                      ======           ======              ==== 
<FN>
---------------
(a) See footnote (1) on page 19.
</FN>
</TABLE>

Of the $42.9 million and $12.2 million  increases in service income for the nine
and three month  periods from 1995 to 1996,  $58.1 million and $18.0 million are
attributable to the Company's subscriber growth.  Offsetting these increases are
decreases of $15.2 million and $5.8 million resulting primarily from a reduction
in the average rate per minute of use from 1995 to the same periods in 1996.

Of the $34.8 million and $4.5 million increases in operating,  selling,  general
and  administrative  expenses for the nine and three month  periods from 1995 to
1996, $23.5 million and $5.5 million are related to subscriber growth, including
the costs to acquire and service  subscribers.  The remaining  increase of $11.3
million for the nine month period from 1995 to 1996 is due to increases in other
expenses,  including subscriber retention costs,  administrative costs and theft
of service in 1996.  The remaining  decrease of $1.0 million for the three month
period  from 1995 to 1996 is  primarily  due to a decrease  in costs  related to
theft of service.

Consolidated Analysis

The $54.9  million  decrease in  depreciation  expense for the nine month period
from 1995 to 1996 is  attributable  to the  effects of the rebuild of certain of
the Company's cellular  equipment in 1995, as described below,  partially offset
by the  effects  of the QVC  Acquisition  and  capital  expenditures.  The $19.1
million increase in depreciation expense for the three month period from 1995 to
1996 is primarily attributable to the effects of capital expenditures.

In 1995, the Company's cellular division purchased  approximately $172.0 million
of switching and cell site equipment  which replaced the existing  switching and
cell  site  equipment  (the  "Cellular  Rebuild").   The  Company  substantially
completed the Cellular  Rebuild  during 1995.  During the first quarter of 1995,
the Company charged  approximately  $110.0 million to depreciation expense which
represented the difference  between the net book value of the equipment replaced
and the residual value realized upon its disposal.


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<PAGE>

                      COMCAST CORPORATION AND SUBSIDIARIES
                                    FORM 10-Q
                        QUARTER ENDED SEPTEMBER 30, 1996



The $11.2  million  increase in  amortization  expense for the nine month period
from  1995  to  1996  is  primarily  attributable  to the  effects  of  the  QVC
Acquisition.

The $15.3  million  increase in interest  expense for the nine month period from
1995 to 1996 is due to increased levels of debt, offset by interest  capitalized
in 1996 and decreases in rates.  The $2.1 million  decrease in interest  expense
for the three  month  period  from  1995 to 1996 is  primarily  attributable  to
interest  capitalized in 1996,  offset by increased  levels of debt. The Company
anticipates  that,  for  the  foreseeable  future,  interest  expense  will be a
significant  cost to the Company and will have a significant  adverse  effect on
the  Company's  ability to realize net  earnings.  The Company  believes it will
continue to be able to meet its obligations through its ability both to generate
operating  income before  depreciation  and  amortization and to obtain external
financing.

The $138.6 million decrease in investment  income for the nine month period from
1995  to  1996  is  primarily  attributable  to  the  effects  of  the  Heritage
Transaction (as defined below) in 1995. The $28.5 million decrease in investment
income for the three month period from 1995 to 1996 is primarily attributable to
the 1995 Nextel Gain, partially offset by the effects of the 1996 Nextel Gains.

In  January   1995,   the  Company   exchanged  its   investments   in  Heritage
Communications,  Inc. with TCI for  approximately  13.3 million  publicly-traded
Class A common  shares of TCI with a fair market value of  approximately  $290.0
million.  Shortly  thereafter,   the  Company  sold  approximately  9.1  million
unrestricted TCI shares for total proceeds of $188.1 million (collectively,  the
"Heritage  Transaction").  As  a  result  of  these  transactions,  the  Company
recognized  a  pre-tax  gain of  $141.0  million  as  investment  income  in its
condensed  consolidated  statement of operations and accumulated  deficit in the
first quarter of 1995.

The  $25.7  million  and $3.3  million  increases  in  equity  in net  losses of
affiliates for the nine and three month periods from 1995 to 1996, respectively,
are  primarily  due to the  effects  of  increased  losses  incurred  by  Sprint
Spectrum.

Through June 27, 1996, the Company held  investments in Teleport  Communications
Group Inc.  ("TCGI"),  TCG Partners and certain local joint ventures (the "Joint
Ventures")  managed  by TCGI and TCG  Partners.  On June  27,  1996,  TCGI  sold
approximately  27 million  shares of its Class A Common Stock (the "TCGI Class A
Stock")  for $16 per  share  in an  initial  public  offering  (the  "IPO").  In
connection  with the IPO,  TCGI,  the Company and  subsidiaries  of Cox, TCI and
Continental  Cablevision  ("Continental"  and collectively with Cox, TCI and the
Company,  the "Cable  Stockholders")  entered  into a  reorganization  agreement
pursuant   to  which   TCGI  was   reorganized   (the   "Reorganization").   The
Reorganization  consisted of, among other things: (i) the acquisition by TCGI of
TCG Partners;  (ii) the acquisition by TCGI of additional interests in the Joint
Ventures (including 100% of those interests held by the Company);  and (iii) the
contribution  to  TCGI  of  $269.0  million   aggregate   principal   amount  of
indebtedness,  plus  accrued  interest  thereon,  owed  by  TCGI  to  the  Cable
Stockholders  (including  $53.8  million  principal  amount and $4.1  million of
accrued  interest owed to the Company).  In connection with the  Reorganization,
the Company  received  25.6  million  shares of TCGI's Class B Common Stock (the
"TCGI  Class B Stock").  Each share of TCGI Class B Stock is  entitled to voting
power equivalent to ten shares of TCGI Class A Stock and is convertible,  at the
option of the holder, into one share of TCGI Class A Stock. The Company recorded
a $40.6 million  increase in its  proportionate  share of TCGI's net assets as a
gain from equity offering of affiliate in its condensed  consolidated  statement
of operations and  accumulated  deficit for the nine months ended  September 30,
1996.  After giving effect to the  Reorganization  and the IPO, the Company owns
19.5% of the outstanding TCGI Class B Stock representing a 19.1% voting interest
and a 16.1% equity interest.  The Company  continues to account for its interest
in TCGI under the equity method.

The  increase in other  expenses  for the nine month period from 1995 to 1996 is
primarily  attributable to the settlement of certain  litigation during the nine
months ended September 30, 1996.

The $9.1 million  decrease in income tax expense for the three month period from
1995 to 1996 is  primarily  attributable  to the tax  effects of the 1995 Nextel
Gain.

                                       23
<PAGE>

                      COMCAST CORPORATION AND SUBSIDIARIES
                                    FORM 10-Q
                        QUARTER ENDED SEPTEMBER 30, 1996


The $12.6 million and $5.5 million  increases in minority  interest for the nine
and  three  month  periods  from  1995  to  1996,  respectively,  are  primarily
attributable to the effects of increases in the net losses of Comcast UK Cable.

In May 1996, the Company expensed  unamortized  debt  acquisition  costs of $1.8
million  in  connection  with the  prepayment  of a  portion  of a  subsidiary's
outstanding  debt,  resulting  in an  extraordinary  loss,  net of tax,  of $1.0
million.

The Company incurred debt extinguishment  costs totaling $8.3 million during the
nine and three months ended  September 30, 1995, as a result of refinancing  the
indebtedness of certain subsidiaries, resulting in an extraordinary loss, net of
tax, of $5.4 million or $.02 per share.

For the nine and three months ended  September 30, 1996 and 1995,  the Company's
earnings before  extraordinary  items,  minority  interest,  income tax expense,
equity in net losses of  affiliates  and fixed charges  (interest  expense) were
$452.7 million, $417.7 million, $145.6 million and $167.1 million, respectively.
Excluding the impact of  non-recurring  net  investment  gains of $62.7 million,
$162.7  million,  $5.8  million and $29.6  million for the nine and three months
ended September 30, 1996 and 1995, respectively, such earnings were not adequate
to cover the Company's fixed charges,  including  interest capitalized  of $23.3
million and $8.6 million for the nine and three months ended September 30, 1996,
respectively,  of $427.0  million,  $388.4  million,  $144.3  million and $137.8
million  for the nine and  three  months  ended  September  30,  1996 and  1995,
respectively.   Fixed  charges  include  non-cash  interest,   net  of  interest
capitalized,  of $48.1 million,  $41.4 million,  $15.9 million and $14.0 million
for the nine and three months ended  September 30, 1996 and 1995,  respectively.
The  inadequacy of these earnings to cover fixed charges is primarily due to the
substantial  non-cash  charges for  depreciation  expense,  including  the first
quarter 1995 charge  associated  with the  Cellular  Rebuild,  and  amortization
expense.

The Company  believes that its losses and  inadequacy of earnings to cover fixed
charges will not  significantly  affect the  performance of its normal  business
activities  because  of its  existing  cash,  cash  equivalents  and  short-term
investments,  its ability to generate  operating income before  depreciation and
amortization and its ability to obtain external financing.

The  Company  believes  that  its  operations  are not  materially  affected  by
inflation.


                                       24
<PAGE>

                      COMCAST CORPORATION AND SUBSIDIARIES
                                    FORM 10-Q
                        QUARTER ENDED SEPTEMBER 30, 1996



PART II. OTHER INFORMATION

     ITEM 1.   Legal Proceedings

     The  Company  is not  party to  litigation  which,  in the  opinion  of the
     Company's management,  will have a material adverse effect on the Company's
     financial position, results of operations or liquidity.

     ITEM 6.   Exhibits and Reports on Form 8-K

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

          4.1  Form of Statement of  Designations,  Preferences and Rights of 5%
               Series A Convertible Preferred Stock of the Company (incorporated
               by  reference  to Exhibit  4.1(e) to the  Company's  Registration
               Statement on Form S-3 filed on July 16, 1996).

          27.1 Financial Data Schedule.

     (b)  Reports on Form 8-K:

          (i)  The Company filed a Current Report on Form 8-K/A on July 22, 1996
               which  amended  the  Current  Report on Form 8-K filed on May 28,
               1996,  relating to its agreement to purchase the cable television
               operations of The E.W. Scripps Company.

          (ii) The  Company  filed a Current  Report on Form 8-K under Item 5 on
               August 21, 1996  relating to its  agreement to purchase the cable
               television operations of The E.W. Scripps Company, which included
               the  Company's   Unaudited  Pro  Forma   Condensed   Consolidated
               Financial  Statements as of and for the six months ended June 30,
               1996 and for the year ended December 31, 1995.



                                       25

<PAGE>

                      COMCAST CORPORATION AND SUBSIDIARIES
                                    FORM 10-Q
                        QUARTER ENDED SEPTEMBER 30, 1996



                                    SIGNATURE

     Pursuant to the  requirements  of the  Securities and 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/ JOHN R. ALCHIN
                                         -------------------------------------
                                         John R. Alchin
                                         Senior Vice President and
                                         Treasurer (Principal Financial Officer)





Date: November 5, 1996


                                       26