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

                                    FORM 10-Q
(Mark One)

(X)  Quarterly Report pursuant to Section 13 or 15(d) of the Securities Exchange
     Act of 1934 for the Quarterly Period Ended:
                                  JUNE 30, 2001
                                       OR
( )  Transition  Report  pursuant  to  Section  13 or  15(d)  of the  Securities
     Exchange Act of 1934 for the Transition Period from ________ to ________.

                          Commission File Number 0-6983

                            [GRAPHIC OMITTED - LOGO]

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

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

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

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

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

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

         Yes  X                                               No
            -----                                               -----
                           --------------------------

As of June 30, 2001,  there were  914,229,411  shares of Class A Special  Common
Stock, 21,829,422 shares of Class A Common Stock and 9,444,375 shares of Class B
Common Stock outstanding.

<PAGE>
                      COMCAST CORPORATION AND SUBSIDIARIES
                                    FORM 10-Q
                           QUARTER ENDED JUNE 30, 2001

                                TABLE OF CONTENTS
<TABLE>
<CAPTION>
                                                                                                          Page
                                                                                                         Number
<S>                                                                                                   <C>
PART I.    FINANCIAL INFORMATION

           ITEM 1.    Financial Statements

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

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

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

                      Notes to Condensed Consolidated Financial Statements (Unaudited)..................5 - 14

           ITEM 2.    Management's Discussion and Analysis of Financial Condition
                      and Results of Operations........................................................15 - 22

PART II.   OTHER INFORMATION

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

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

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

           SIGNATURE........................................................................................25
</TABLE>


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

     This  Quarterly  Report on Form 10-Q is for the three months ended June 30,
2001.  This Quarterly  Report  modifies and supersedes  documents filed prior to
this  Quarterly  Report.  The  SEC  allows  us  to  "incorporate  by  reference"
information that we file with them,  which means that we can disclose  important
information  to you by referring  you directly to those  documents.  Information
incorporated by reference is considered to be part of this Quarterly  Report. In
addition, information that we file with the SEC in the future will automatically
update and supersede  information  contained in this Quarterly  Report.  In this
Quarterly Report,  "Comcast," "we," "us" and "our" refer to Comcast  Corporation
and its subsidiaries.

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

Factors Affecting Future Operations

     We have acquired and we anticipate acquiring cable  communications  systems
in new communities in which we do not have  established  relationships  with the
franchising  authority,  community  leaders and cable  subscribers.  Further,  a
substantial number of new employees are being and must continue to be integrated
into our business  practices and  operations.  Our results of operations  may be
significantly  affected by our ability to  efficiently  and  effectively  manage
these changes.

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

                                        1
<PAGE>
                      COMCAST CORPORATION AND SUBSIDIARIES
                                    FORM 10-Q
                           QUARTER ENDED JUNE 30, 2001

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

ITEM 1.   FINANCIAL STATEMENTS

<TABLE>
<CAPTION>
                                       CONDENSED CONSOLIDATED BALANCE SHEET
                                                    (Unaudited)

                                                                             (Dollars in millions, except share data)
                                                                                   June 30,        December 31,
                                                                                     2001              2000
                                                                                   ---------         ---------
<S>                                                                                <C>               <C>
ASSETS
------
CURRENT ASSETS
   Cash and cash equivalents....................................................      $745.9            $651.5
   Investments..................................................................     1,928.7           3,059.7
   Accounts receivable, less allowance for doubtful accounts
     of $150.3 and $141.7.......................................................       828.8             891.9
   Inventories, net.............................................................       471.8             438.5
   Other current assets.........................................................       186.3             102.8
                                                                                   ---------         ---------
       Total current assets.....................................................     4,161.5           5,144.4
                                                                                   ---------         ---------
INVESTMENTS.....................................................................     2,844.6           2,661.9
                                                                                   ---------         ---------
PROPERTY AND EQUIPMENT..........................................................     8,290.6           6,799.2
   Accumulated depreciation.....................................................    (1,818.3)         (1,596.5)
                                                                                   ---------         ---------
   Property and equipment, net..................................................     6,472.3           5,202.7
                                                                                   ---------         ---------
DEFERRED CHARGES................................................................    30,434.5          26,865.9
   Accumulated amortization.....................................................    (5,272.2)         (4,130.4)
                                                                                   ---------         ---------
   Deferred charges, net........................................................    25,162.3          22,735.5
                                                                                   ---------         ---------
                                                                                   $38,640.7         $35,744.5
                                                                                   =========         =========
LIABILITIES AND STOCKHOLDERS' EQUITY
------------------------------------
CURRENT LIABILITIES
   Accounts payable and accrued expenses........................................    $3,116.0          $2,852.9
   Accrued interest.............................................................       143.3             105.5
   Deferred income taxes........................................................       225.8             789.9
   Current portion of long-term debt............................................       548.0             293.9
                                                                                   ---------         ---------
       Total current liabilities................................................     4,033.1           4,042.2
                                                                                   ---------         ---------
LONG-TERM DEBT, less current portion............................................    11,450.7          10,517.4
                                                                                   ---------         ---------
DEFERRED INCOME TAXES...........................................................     6,426.2           5,786.7
                                                                                   ---------         ---------
MINORITY INTEREST AND OTHER.....................................................     1,670.2           1,257.2
                                                                                   ---------         ---------
COMMITMENTS AND CONTINGENCIES (NOTE 9)

COMMON EQUITY PUT OPTIONS.......................................................                          54.6
                                                                                   ---------         ---------
STOCKHOLDERS' EQUITY
   Preferred stock - authorized, 20,000,000 shares
     5.25% series B mandatorily redeemable convertible, $1,000 par value;
     issued, zero and 59,450 at redemption value................................                          59.5
   Class A special common stock, $1 par value - authorized, 2,500,000,000
     shares; issued, 937,554,322 and 931,340,103; outstanding, 914,229,411
     and 908,015,192............................................................       914.2             908.0
   Class A common stock, $1 par value - authorized,
     200,000,000 shares; issued, 21,829,422 and 21,832,250......................        21.8              21.8
   Class B common stock, $1 par value - authorized,
     50,000,000 shares; issued, 9,444,375.......................................         9.4               9.4
   Additional capital...........................................................    11,747.5          11,598.8
   Retained earnings............................................................     2,075.8           1,056.5
   Accumulated other comprehensive income.......................................       291.8             432.4
                                                                                   ---------         ---------
       Total stockholders' equity...............................................    15,060.5          14,086.4
                                                                                   ---------         ---------
                                                                                   $38,640.7         $35,744.5
                                                                                   =========         =========
</TABLE>
See notes to condensed consolidated financial statements.

                                        2
<PAGE>
<TABLE>
<CAPTION>
                                       COMCAST CORPORATION AND SUBSIDIARIES
                                                     FORM 10-Q
                                            QUARTER ENDED JUNE 30, 2001
                                CONDENSED CONSOLIDATED STATEMENT OF OPERATIONS AND
                                      RETAINED EARNINGS (ACCUMULATED DEFICIT)
                                                    (Unaudited)

                                                                            (Amounts in millions, except per share data)
                                                                             Three Months Ended     Six Months Ended
                                                                                  June 30,              June 30,
                                                                              2001       2000       2001       2000
                                                                            ---------  ---------  ---------  ---------
<S>                                                                          <C>        <C>        <C>        <C>
REVENUES
    Service revenues.......................................................  $1,422.5   $1,141.5   $2,734.6   $2,259.4
    Net sales from electronic retailing....................................     876.0      770.6    1,760.0    1,591.6
                                                                            ---------  ---------  ---------  ---------
                                                                              2,298.5    1,912.1    4,494.6    3,851.0
                                                                            ---------  ---------  ---------  ---------
COSTS AND EXPENSES
    Operating..............................................................     672.2      529.0    1,312.5    1,077.9
    Cost of goods sold from electronic retailing...........................     555.2      488.2    1,111.8    1,015.2
    Selling, general and administrative....................................     370.7      292.1      729.0      568.2
    Depreciation...........................................................     250.9      204.8      472.2      376.7
    Amortization...........................................................     582.8      429.6    1,102.9      803.4
                                                                            ---------  ---------  ---------  ---------
                                                                              2,431.8    1,943.7    4,728.4    3,841.4
                                                                            ---------  ---------  ---------  ---------
OPERATING INCOME (LOSS)....................................................    (133.3)     (31.6)    (233.8)       9.6
OTHER INCOME (EXPENSE)
    Interest expense.......................................................    (176.2)    (163.2)    (358.5)    (331.8)
    Investment income......................................................     502.7      314.8      717.4      959.4
    Income (expense) related to indexed debt...............................                289.5                (398.0)
    Equity in net losses of affiliates.....................................      (9.5)      (1.1)      (6.6)      (4.0)
    Other income (expense).................................................      (6.3)       2.2    1,187.9       (8.6)
                                                                            ---------  ---------  ---------  ---------
                                                                                310.7      442.2    1,540.2      217.0
                                                                            ---------  ---------  ---------  ---------
INCOME BEFORE INCOME TAXES, MINORITY INTEREST, EXTRAORDINARY ITEMS
    AND CUMULATIVE EFFECT OF ACCOUNTING CHANGE.............................     177.4      410.6    1,306.4      226.6
INCOME TAX EXPENSE.........................................................    (103.8)    (185.1)    (589.4)    (153.3)
                                                                            ---------  ---------  ---------  ---------
INCOME BEFORE MINORITY INTEREST, EXTRAORDINARY ITEMS
    AND CUMULATIVE EFFECT OF ACCOUNTING CHANGE.............................      73.6      225.5      717.0       73.3
MINORITY INTEREST..........................................................     (36.9)     (26.7)     (63.6)     (60.9)
                                                                            ---------  ---------  ---------  ---------
INCOME BEFORE EXTRAORDINARY ITEMS AND CUMULATIVE
    EFFECT OF ACCOUNTING CHANGE............................................      36.7      198.8      653.4       12.4
EXTRAORDINARY ITEMS........................................................      (1.5)     (11.1)      (1.5)     (16.2)
CUMULATIVE EFFECT OF ACCOUNTING CHANGE.....................................                           384.5
                                                                            ---------  ---------  ---------  ---------
NET INCOME (LOSS)..........................................................      35.2      187.7    1,036.4       (3.8)
PREFERRED DIVIDENDS........................................................                 (7.6)                (15.1)
                                                                            ---------  ---------  ---------  ---------
NET INCOME (LOSS) FOR COMMON STOCKHOLDERS..................................     $35.2     $180.1   $1,036.4     ($18.9)
                                                                            =========  =========  =========  =========
RETAINED EARNINGS (ACCUMULATED DEFICIT)
    Beginning of period....................................................  $2,040.6    ($975.9)  $1,056.5    ($619.8)
    Net income (loss)......................................................      35.2      187.7    1,036.4       (3.8)
    Retirement of common stock.............................................                (90.0)     (17.1)    (254.6)
                                                                            ---------  ---------  ---------  ---------
    End of period..........................................................  $2,075.8    ($878.2)  $2,075.8    ($878.2)
                                                                            =========  =========  =========  =========
BASIC EARNINGS (LOSS) FOR COMMON STOCKHOLDERS PER COMMON SHARE
    Income before extraordinary items and cumulative effect of
     accounting change.....................................................     $0.04      $0.21      $0.69
    Extraordinary items....................................................                (0.01)               ($0.02)
    Cumulative effect of accounting change.................................                            0.40
                                                                            ---------  ---------  ---------  ---------
       Net income (loss)...................................................     $0.04      $0.20      $1.09     ($0.02)
                                                                            =========  =========  =========  =========
BASIC WEIGHTED AVERAGE NUMBER OF COMMON SHARES OUTSTANDING.................     951.1      909.8      948.2      873.2
                                                                            =========  =========  =========  =========
DILUTED EARNINGS (LOSS) FOR COMMON STOCKHOLDERS PER COMMON SHARE
    Income before extraordinary items and cumulative effect of
     accounting change.....................................................     $0.04      $0.20      $0.67
    Extraordinary items....................................................                (0.01)               ($0.02)
    Cumulative effect of accounting change.................................                            0.40
                                                                            ---------  ---------  ---------  ---------
       Net income (loss)...................................................     $0.04      $0.19      $1.07     ($0.02)
                                                                            =========  =========  =========  =========
DILUTED WEIGHTED AVERAGE NUMBER OF COMMON SHARES OUTSTANDING...............     965.6      974.7      965.3      873.2
                                                                            =========  =========  =========  =========
</TABLE>

See notes to condensed consolidated financial statements.

                                        3
<PAGE>
<TABLE>
<CAPTION>
                                       COMCAST CORPORATION AND SUBSIDIARIES
                                                     FORM 10-Q
                                            QUARTER ENDED JUNE 30, 2001
                                  CONDENSED CONSOLIDATED STATEMENT OF CASH FLOWS
                                                    (Unaudited)

                                                                                         (Dollars in millions)
                                                                                       Six Months Ended June 30,
                                                                                          2001           2000
                                                                                        ---------      --------
<S>                                                                                      <C>              <C>
OPERATING ACTIVITIES
   Net income (loss)................................................................     $1,036.4         ($3.8)
   Adjustments to reconcile net income (loss) to net cash provided
    by operating activities:
     Depreciation...................................................................        472.2         376.7
     Amortization...................................................................      1,102.9         803.4
     Non-cash interest (income) expense, net........................................         23.8         (25.4)
     Non-cash expense related to indexed debt.......................................                      398.0
     Equity in net losses of affiliates.............................................          6.6           4.0
     Gains on investments and other income, net.....................................     (1,875.5)       (863.2)
     Minority interest..............................................................         63.6          60.9
     Extraordinary items............................................................          1.5          16.2
     Cumulative effect of accounting change.........................................       (384.5)
     Deferred income taxes and other................................................       (112.5)       (109.7)
                                                                                        ---------      --------
                                                                                            334.5         657.1

     Changes in working capital.....................................................        375.0        (483.4)
                                                                                        ---------      --------
           Net cash provided by operating activities................................        709.5         173.7
                                                                                        ---------      --------
FINANCING ACTIVITIES
   Proceeds from borrowings.........................................................      4,554.7         188.8
   Retirements and repayments of debt...............................................     (3,206.4)     (1,078.3)
   Issuances of common stock and sales of put options on common stock...............         20.2          21.5
   Repurchases of common stock......................................................                     (219.6)
   Deferred financing costs.........................................................        (22.5)
                                                                                        ---------      --------
           Net cash provided by (used in) financing activities......................      1,346.0      (1,087.6)
                                                                                        ---------      --------
INVESTING ACTIVITIES
   Acquisitions, net of cash acquired...............................................       (872.8)        (83.8)
   (Purchases) sales of short-term investments, net.................................       (135.5)        867.4
   Purchases of investments.........................................................       (175.7)       (348.7)
   Proceeds from sales of investments...............................................        505.6         983.8
   Capital expenditures.............................................................     (1,158.9)       (608.0)
   Additions to deferred charges....................................................       (123.8)       (166.7)
                                                                                        ---------      --------
           Net cash (used in) provided by investing activities......................     (1,961.1)        644.0
                                                                                        ---------      --------
INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS....................................         94.4        (269.9)
CASH AND CASH EQUIVALENTS, beginning of period......................................        651.5         922.2
                                                                                        ---------      --------
CASH AND CASH EQUIVALENTS, end of period............................................       $745.9        $652.3
                                                                                        =========      ========
</TABLE>

See notes to condensed consolidated financial statements.

                                        4
<PAGE>

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

1.   CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

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

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

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

2.   ADOPTION OF NEW ACCOUNTING STANDARD

     SFAS No. 133, As Amended
     On January 1, 2001, the Company adopted  Statement of Financial  Accounting
     Standards  ("SFAS") No. 133,  "Accounting  for Derivative  Instruments  and
     Hedging Activities",  as amended.  SFAS No. 133 establishes  accounting and
     reporting  standards for derivatives and hedging  activities.  SFAS No. 133
     requires that all  derivative  instruments be reported on the balance sheet
     at their fair values.

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

     Upon  adoption  of SFAS  No.  133,  the  Company  recognized  as  income  a
     cumulative  effect of accounting  change,  net of related income taxes,  of
     $384.5 million and a cumulative decrease in other comprehensive income, net
     of related income taxes, of $127.0 million.

     The increase in income  consisted of a $400.2 million  adjustment to record
     the debt component of indexed debt at a discount from its value at maturity
     (see Note 6) and $191.3 million principally related to the reclassification
     of  gains  previously  recognized  as  a  component  of  accumulated  other
     comprehensive income on the Company's equity derivative instruments, net of
     related deferred income taxes.

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

3.   EARNINGS (LOSS) PER SHARE

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

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


                                        5
<PAGE>
                      COMCAST CORPORATION AND SUBSIDIARIES
                                    FORM 10-Q
                           QUARTER ENDED JUNE 30, 2001
        NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS - CONTINUED
                                   (Unaudited)


<TABLE>
<CAPTION>
                                                             (Amounts in millions, except per share data)
                                                             Three Months Ended       Six Months Ended
                                                                  June 30,                June 30,
                                                               2001       2000        2001       2000
                                                             ---------  ---------   ---------  ---------
<S>                                                            <C>       <C>       <C>          <C>
     Net income (loss) for common stockholders............       $35.2     $180.1    $1,036.4     ($18.9)
     Preferred dividends..................................                    7.6
                                                             ---------  ---------   ---------  ---------
     Net income (loss) for common stockholders used
       for Diluted EPS....................................       $35.2     $187.7    $1,036.4     ($18.9)
                                                             =========  =========   =========  =========
     Basic weighted average number of common shares
       outstanding........................................       951.1      909.8       948.2      873.2
     Dilutive securities:
       Series B convertible preferred stock...............                   42.5         2.1
       Stock option and restricted stock plans............        14.5       22.2        15.0
       Put options on Class A Special Common Stock........                    0.2
                                                             ---------  ---------   ---------  ---------
     Diluted weighted average number of common shares
       outstanding........................................       965.6      974.7       965.3      873.2
                                                             =========  =========   =========  =========
     Diluted earnings (loss) for common stockholders
       per common share...................................        $.04       $.19       $1.07      ($.02)
                                                             =========  =========   =========  =========
</TABLE>

     The Company sold put options on its Class A Special Common Stock during the
     six  months  ended  June 30,  2000 (see Note 7).  These  put  options  were
     excluded from the computation of Diluted EPS for the interim periods during
     which the options' exercise price was less than the average market price of
     the Company's Class A Special Common Stock.

     In  December  2000 and January  2001,  the Company  issued  $1.478  billion
     aggregate   principal  amount  at  maturity  of  Zero  Coupon   Convertible
     Debentures  due 2020 (the "Zero Coupon  Debentures" - see Note 6). The Zero
     Coupon  Debentures  may be  converted  at any time prior to maturity if the
     closing sale price of the Company's Class A Special Common Stock is greater
     than 110% of the accreted  conversion  price (as defined).  The Zero Coupon
     Debentures  were  excluded  from the  computation  of  Diluted  EPS for the
     interim  periods in 2001 as the weighted  average closing sale price of the
     Company's  Class A Special  Common  Stock was not greater  than 110% of the
     accreted conversion price.

     Potentially   dilutive   securities  related  to  the  Company's  Series  B
     convertible  preferred stock, stock options and restricted stock plans were
     excluded from the  computation of Diluted EPS for the six months ended June
     30, 2000 because  their effect on loss for common  stockholders  per common
     share was antidilutive.

4.   ACQUISITIONS AND OTHER SIGNIFICANT EVENTS

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

                                        6
<PAGE>
                      COMCAST CORPORATION AND SUBSIDIARIES
                                    FORM 10-Q
                           QUARTER ENDED JUNE 30, 2001
        NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS - CONTINUED
                                   (Unaudited)

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

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

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

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

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

     Option to Acquire Outdoor Life Network
     In May 2001, the Company  entered into an agreement with Fox  Entertainment
     in which the Company  obtained an option to acquire from Fox  Entertainment
     the  approximate  83.2%  interest  in  Outdoor  Life  Network  ("OLN")  not
     previously owned by the Company.  In connection with the transaction and to
     facilitate Fox Entertainment's  acquisition of the other minority interests
     in OLN, the Company agreed to loan Fox  Entertainment up to $400 million on
     a  short-term  basis  on terms  that  the  Company  believes  represent  an
     arm's-length  basis. The loan,  together with accrued interest on the loan,
     may be applied  against the  purchase  price at  closing.  If the option is
     exercised, the Company will own 100% of OLN and will consolidate OLN.

     Unaudited Pro Forma Information
     The following  unaudited pro forma information has been presented as if the
     acquisitions  and cable systems  exchanges  made by the Company in 2001 and
     2000 each  occurred on January 1, 2000.  For a discussion  of the Company's
     2000  acquisitions  and  cable  systems  exchange,  refer to the  financial
     statements  included in the  Company's  Annual  Report on Form 10-K for the
     year  ended  December  31,  2000.This  information  is based on  historical
     results of operations  and has been adjusted for  acquisition  costs.  This
     information  is not  necessarily  indicative of what the results would have
     been had the Company operated the entities acquired since January 1, 2000.

                                        7
<PAGE>
                      COMCAST CORPORATION AND SUBSIDIARIES
                                    FORM 10-Q
                           QUARTER ENDED JUNE 30, 2001
        NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS - CONTINUED
                                   (Unaudited)


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

<S>                                                              <C>             <C>
Revenues....................................................     $4,688.1        $4,302.3
Income (loss) before extraordinary items and
  cumulative effect of accounting change....................       $645.1         ($211.0)
Net income (loss)...........................................     $1,028.1         ($227.2)
Diluted EPS.................................................        $1.07           ($.26)
</TABLE>

5.   INVESTMENTS

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

<S>                                                                           <C>        <C>
           Fair value method
                  AT&T Corp............................................       $1,837.3   $1,174.3
                  Sprint Corp. PCS Group...............................        2,156.9    2,149.8
                  Other................................................          316.6    1,873.0
                                                                             ---------  ---------
                                                                               4,310.8    5,197.1
           Cost method.................................................          300.4      128.4
           Equity method...............................................          162.1      396.1
                                                                             ---------  ---------
                  Total investments....................................        4,773.3    5,721.6

           Less, current investments...................................        1,928.7    3,059.7
                                                                             ---------  ---------
           Non-current investments.....................................       $2,844.6   $2,661.9
                                                                             =========  =========
</TABLE>

     Fair Value Method
     The Company  holds  unrestricted  equity  investments  in certain  publicly
     traded  companies  which it accounts for as  available  for sale or trading
     securities.  The unrealized pre-tax gains on available for sale investments
     as of June 30,  2001 and  December  31,  2000 of $479.6  million and $707.1
     million,  respectively,  have been reported in the Company's  balance sheet
     principally as a component of accumulated other  comprehensive  income, net
     of related  deferred  income  taxes of $167.9  million and $240.0  million,
     respectively.

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

     Derivatives
     The Company uses derivative financial instruments to manage its exposure to
     fluctuations  in interest  rates,  securities  prices and  certain  foreign
     currencies. The Company also invests in businesses, to some degree, through
     the purchase of equity call option or call warrant agreements.

                                        8
<PAGE>
                      COMCAST CORPORATION AND SUBSIDIARIES
                                    FORM 10-Q
                           QUARTER ENDED JUNE 30, 2001
        NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS - CONTINUED
                                   (Unaudited)

     The  unrealized  pre-tax  losses on cash flow hedges as of June 30, 2001 of
     $2.6  million  have  been  reported  in the  Company's  balance  sheet as a
     component  of  accumulated  other  comprehensive  income,  net  of  related
     deferred income taxes of $0.9 million.

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


<TABLE>
<CAPTION>
                                                           Three Months Ended         Six Months Ended
                                                                June 30,                  June 30,
                                                            2001        2000          2001         2000
                                                          --------    --------      ---------    --------

<S>                                                        <C>         <C>            <C>        <C>
Interest and dividend income..............................   $17.4       $45.2          $35.0      $105.3
Gains on sales and exchanges of investments...............   448.0       272.1          459.6       861.5
Investment impairment losses..............................   (45.0)       (2.5)        (939.1)       (7.4)
Reclassification of unrealized gains......................                            1,092.4
Unrealized gain on Sprint PCS common stock................   392.4                      265.6
Mark to market adjustments on derivatives related
     to Sprint PCS common stock...........................  (317.9)                    (191.5)
Mark to market adjustments on derivatives and
     hedged items.........................................     7.8                       (4.6)
                                                          --------    --------      ---------    --------

     Investment income....................................  $502.7      $314.8         $717.4      $959.4
                                                          ========    ========      =========    ========
</TABLE>


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

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

6.   LONG-TERM DEBT

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


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

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

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

                                        9
<PAGE>
                      COMCAST CORPORATION AND SUBSIDIARIES
                                    FORM 10-Q
                           QUARTER ENDED JUNE 30, 2001
        NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS - CONTINUED
                                   (Unaudited)

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

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

     Prior to maturity, each ZONES is exchangeable at the holders' option for an
     amount of cash equal to 95% of the market value of Sprint PCS Stock.  As of
     June 30, 2001, the number of Sprint PCS shares held by the Company exceeded
     the number of ZONES outstanding.

     As of June 30, 2001 and December 31, 2000,  long-term debt includes  $1.593
     billion and $1.807 billion,  respectively,  of ZONES. Upon adoption of SFAS
     No.  133,  the  Company  split the ZONES  into  their  derivative  and debt
     components.  In  connection  with the adoption of SFAS No. 133, the Company
     recorded the debt  component  of the ZONES at a discount  from its value at
     maturity  resulting in a reduction in the outstanding  balance of the ZONES
     of $400.2 million (see Note 2).

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


<TABLE>
<CAPTION>
                                                                   Three Months      Six Months
                                                                      Ended            Ended
                                                                  June 30, 2001    June 30, 2001
                                                                  -------------    -------------

<S>                                                                    <C>             <C>
     Increase in derivative component to investment income.....        $245.0          $175.6
     Increase in debt component to interest expense............          $5.5           $11.0
</TABLE>


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

     Interest Rates
     As of June 30, 2001 and December 31, 2000, the Company's effective weighted
     average  interest  rate on its  long-term  debt  outstanding  was 5.95% and
     6.30%, respectively.

     Lines and Letters of Credit
     As of June 30, 2001,  certain  subsidiaries of the Company had unused lines
     of credit of $3.878 billion under their respective credit facilities.

     As of June 30, 2001, the Company and certain of its subsidiaries had unused
     irrevocable  standby  letters of credit  totaling  $124.4  million to cover
     potential fundings under various agreements.

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

7.   STOCKHOLDERS' EQUITY

     Board-Authorized Repurchase Programs
     The Company  repurchased  approximately  2.7 million shares and 6.0 million
     shares,  respectively,  of its common  stock for $91.7  million  and $219.6
     million, respectively, during the three and six months ended June 30, 2000.

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

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

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

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


<TABLE>
<CAPTION>
                                                              Three Months Ended       Six Months Ended
                                                                   June 30,                June 30,
                                                               2001        2000       2001        2000
                                                             ---------  ----------  ---------  ----------
<S>                                                           <C>        <C>        <C>         <C>
     Net income (loss)....................................       $35.2      $187.7   $1,036.4       ($3.8)
     Unrealized gains (losses) on marketable securities...        16.9    (2,068.4)    (132.2)   (3,059.4)
     Unrealized losses on the effective portion
       of cash flow hedges................................        (0.5)                  (1.7)
     Foreign currency translation gains (losses)..........         2.7        (3.7)      (6.7)       (4.3)
                                                             ---------  ----------  ---------  ----------
     Comprehensive income (loss)..........................       $54.3   ($1,884.4)    $895.8   ($3,067.5)
                                                             =========  ==========  =========  ==========
</TABLE>

8.   STATEMENT OF CASH FLOWS - SUPPLEMENTAL INFORMATION

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


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

                                       11
<PAGE>
                      COMCAST CORPORATION AND SUBSIDIARIES
                                    FORM 10-Q
                           QUARTER ENDED JUNE 30, 2001
        NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS - CONTINUED
                                   (Unaudited)

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


<TABLE>
<CAPTION>
                                                     Three Months Ended      Six Months Ended
                                                          June 30,               June 30,
                                                      2001         2000      2001        2000
                                                    --------     --------  --------    --------
<S>                                                   <C>          <C>       <C>         <C>
     Interest......................................   $193.5       $231.6    $296.7      $358.4
     Income taxes..................................   $111.3       $140.9    $126.4      $596.9
</TABLE>

9.   COMMITMENTS AND CONTINGENCIES

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

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

                                       12
<PAGE>
                      COMCAST CORPORATION AND SUBSIDIARIES
                                    FORM 10-Q
                           QUARTER ENDED JUNE 30, 2001
        NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS - CONTINUED
                                   (Unaudited)

10.  FINANCIAL DATA BY BUSINESS SEGMENT

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

<TABLE>
<CAPTION>
                                                                                           Corporate and
                                                                      Cable       Commerce   Other (1)     Total
                                                                      -----       --------   ---------     -----
     <S>                                                             <C>            <C>         <C>       <C>
     Three Months Ended June 30, 2001
     --------------------------------
     Revenues....................................................    $1,255.5       $876.0      $167.0    $2,298.5
     Operating income (loss) before
          depreciation and amortization (2)......................       549.7        159.8        (9.1)      700.4
     Depreciation and amortization...............................       733.0         36.8        63.9       833.7
     Operating income (loss) ....................................      (183.3)       123.0       (73.0)     (133.3)
     Interest expense............................................       128.7          7.1        40.4       176.2
     Capital expenditures........................................       511.6         41.9        83.5       637.0

     Six Months Ended June 30, 2001
     ------------------------------
     Revenues....................................................    $2,395.0     $1,760.0      $339.6    $4,494.6
     Operating income (loss) before
          depreciation and amortization (2)......................     1,037.7        332.5       (28.9)    1,341.3
     Depreciation and amortization...............................     1,409.3         71.4        94.4     1,575.1
     Operating income (loss).....................................      (371.6)       261.1      (123.3)     (233.8)
     Interest expense............................................       261.5         15.1        81.9       358.5
     Capital expenditures........................................       949.3         68.0       141.6     1,158.9

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

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

     As of June 30, 2001
     -------------------
     Assets......................................................   $29,382.7     $2,471.4    $6,786.6   $38,640.7
     Long-term debt, less current portion........................     7,840.1        185.0     3,425.6    11,450.7

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

                                       13

<PAGE>


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

     (1)  Other includes  segments not meeting certain  quantitative  guidelines
          for   reporting   including   the   Company's   content  and  business
          communications  operations as well as elimination  entries  related to
          the segments  presented.  Corporate and other assets consist primarily
          of the Company's investments (see Note 5).
     (2)  Operating  income  (loss)  before  depreciation  and  amortization  is
          commonly  referred to in the Company's  businesses as "operating  cash
          flow  (deficit)."  Operating  cash  flow is a measure  of a  company's
          ability to generate cash to service its  obligations,  including  debt
          service obligations, and to finance capital and other expenditures. In
          part due to the capital  intensive nature of the Company's  businesses
          and the  resulting  significant  level of  non-cash  depreciation  and
          amortization expense, operating cash flow is frequently used as one of
          the  bases  for  comparing  businesses  in the  Company's  industries,
          although  the  Company's  measure  of  operating  cash flow may not be
          comparable to similarly titled measures of other companies.  Operating
          cash flow is the primary  basis used by the  Company's  management  to
          measure the operating  performance of its  businesses.  Operating cash
          flow does not purport to represent  net income or net cash provided by
          operating  activities,  as those  terms are  defined  under  generally
          accepted  accounting  principles,  and should not be  considered as an
          alternative  to such  measurements  as an indicator  of the  Company's
          performance.
</FN>
</TABLE>

                                       14

<PAGE>

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


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

Overview

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

     We have acquired  cable systems in new  communities in which we do not have
established relationships with the franchising authority,  community leaders and
cable subscribers.  Further, a substantial number of new employees are being and
must continue to be integrated into our business  practices and operations.  Our
results  of  operations  may  be  significantly   affected  by  our  ability  to
efficiently and effectively manage these changes.

General Developments of Business

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

Liquidity and Capital Resources

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

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

     We have both the ability  and intent to redeem the Zero  Coupon  Debentures
with amounts  available under subsidiary  credit  facilities if holders exercise
their rights to require us to repurchase the Zero Coupon  Debentures in December
2001.  As of June 30,  2001,  certain of our  subsidiaries  had unused  lines of
credit of $3.878 billion under their respective credit facilities.

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

     Cash, Cash Equivalents and Short-term Investments

     We  have  traditionally   maintained   significant  levels  of  cash,  cash
equivalents  and  short-term   investments  to  meet  our  short-term  liquidity
requirements.  Our cash  equivalents and short-term  investments are recorded at
fair value.  Cash, cash  equivalents  and short-term  investments as of June 30,
2001 were $2.675 billion, substantially all of which is unrestricted.

     Investments

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

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

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

     Capital Expenditures

     We have  accelerated  our cable system  rebuild  program and have increased
deployment of cable modems and digital converters to our customers. As a result,
we currently  expect to invest  $1.75  billion in capital  expenditures  for our
cable operations in 2001, up from our previous estimate of $1.45 billion, and we
expect our  consolidated  capital  expenditures  for 2001 to  increase  from our
previous estimate of $1.65 billion to $1.95 billion.

     Financing

     As of June 30, 2001 and December 31, 2000,  our long-term  debt,  including
current portion, was $11.999 billion and $10.811 billion, respectively.

                                       15

<PAGE>
                      COMCAST CORPORATION AND SUBSIDIARIES
                                    FORM 10-Q
                           QUARTER ENDED JUNE 30, 2001


     The $1.188 billion increase from December 31, 2000 to June 30, 2001 results
principally from the effects of our net borrowings, offset by the $213.6 million
aggregate reduction to the carrying value of our ZONES during 2001.

     Excluding the effects of interest rate risk management  instruments,  10.9%
and 28.5% of our  long-term  debt as of June 30,  2001 and  December  31,  2000,
respectively, was at variable rates. The decrease from December 31, 2000 to June
30, 2001 in the percentage of our variable rate debt was due  principally to the
effects of our 2001 financings described below.

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

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

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

     Equity Price Risk

     During  1999,  we entered  into  cashless  collar  agreements  (the "Equity
Collars") covering $1.365 billion notional amount of our Sprint PCS common stock
which we account for at fair value. The Equity Collars limit our exposure to and
benefits  from price  fluctuations  in the Sprint PCS common  stock.  During the
three months  ended June 30,  2001,  $290.2  million  notional  amount of Equity
Collars  matured and we sold the related Sprint PCS common stock.  The remaining
$1.075 billion  notional  amount of Equity Collars mature between 2001 and 2003.
As we had accounted for the Equity  Collars as a hedge,  changes in the value of
the  Equity  Collars  were  substantially  offset by changes in the value of the
Sprint PCS common  stock  which were also marked to market  through  accumulated
other comprehensive income in our balance sheet through December 31, 2000.

     In  connection  with the  adoption of  Statement  of  Financial  Accounting
Standards ("SFAS") No. 133,  "Accounting for Derivative  Instruments and Hedging
Activities,"  as amended on January 1, 2001, we  reclassified  our investment in
Sprint PCS from an available for sale security to a trading security. During the
three and six months ended June 30, 2001,  the increase in the fair value of our
investment  in Sprint PCS common  stock of $392.4  million  and $265.6  million,
respectively,  was substantially offset by the decrease in the fair value of the
Equity Collars and the increase in the fair value of the derivative component of
the ZONES. See "Results of Operations - Investment Income" below.

     Interest Rate Risk

     During  the  six  months  ended  June  30,  2001,  interest  rate  exchange
agreements  ("Swaps")  with an aggregate  notional  amount of $60.5 million were
either  terminated  or  expired.  As of June 30,  2001,  we have  Swaps  with an
aggregate  notional amount of $967.2 million having an average pay rate of 5.64%
and an average receive rate of 6.78%.

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

Statement of Cash Flows

     Cash and cash equivalents  increased $94.4 million as of June 30, 2001 from
December 31, 2000. The increase in cash and cash equivalents  resulted from cash
flows from  operating,  financing and investing  activities  which are explained
below.

     Net cash provided by operating  activities  amounted to $709.5  million for
the six months ended June 30, 2001,  due  principally  to our  operating  income
before  depreciation  and  amortization  (see "Results of  Operations"),  and by
changes  in  working  capital  as  a  result  of  the  timing  of  receipts  and
disbursements and the effects of net interest and current income tax expense.

     Net  cash  provided  by  financing   activities   includes  borrowings  and
repayments  of debt,  as well as the  issuances  and  repurchases  of our equity
securities. Net cash provided by financing activities was $1.346 billion

                                       16
<PAGE>
                      COMCAST CORPORATION AND SUBSIDIARIES
                                    FORM 10-Q
                           QUARTER ENDED JUNE 30, 2001


for the six months  ended June 30,  2001.  During the six months  ended June 30,
2001, we borrowed $4.555 billion, consisting of:
     o    $2.991 billion from Comcast Cable's senior notes offerings,
     o    $150.3 million from our Zero Coupon Debentures offering,
     o    $1.197 billion under Comcast Cable's commercial paper program, and
     o    $216.2 million under revolving credit facilities.

     During the six months ended June 30, 2001, we repaid $3.206  billion of our
long-term debt, consisting primarily of:
     o    $1.765 billion under Comcast Cable's commercial paper program, and
     o    $1.427 billion on certain of our revolving credit facilities.

     In  addition,  during  the six  months  ended June 30,  2001,  we  received
proceeds of $20.2 million  related to issuances of our common stock and incurred
$22.5 million of deferred financing costs.

     Net cash used in investing activities includes the effects of acquisitions,
net of  cash  acquired,  purchases  of  investments,  capital  expenditures  and
additions to deferred charges, offset by proceeds from sales of investments. Net
cash used in investing  activities  was $1.961  billion for the six months ended
June 30, 2001.

     During  the six  months  ended  June 30,  2001,  acquisitions,  net of cash
acquired, amounted to $872.8 million, consisting primarily of:
     o    $518.7 million for the cable system serving Baltimore City, and
     o    $305.9 million for a controlling interest in The Golf Channel.

Results of Operations

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

<TABLE>
<CAPTION>
                                                                 Three Months Ended
                                                                      June 30,          Increase / (Decrease)
                                                                  2001        2000          $           %
                                                                ---------   ---------   ---------   ---------
<S>                                                              <C>         <C>           <C>           <C>
Revenues......................................................   $2,298.5    $1,912.1      $386.4        20.2%
Cost of goods sold from electronic retailing..................      555.2       488.2        67.0        13.7
Operating, selling, general and administrative expenses.......    1,042.9       821.1       221.8        27.0
                                                                ---------   ---------   ---------   ---------
Operating income before depreciation and amortization (1).....      700.4       602.8        97.6        16.2
Depreciation..................................................      250.9       204.8        46.1        22.5
Amortization..................................................      582.8       429.6       153.2        35.7
                                                                ---------   ---------   ---------   ---------
Operating income (loss).......................................     (133.3)      (31.6)      101.7          NM
                                                                ---------   ---------   ---------   ---------
Interest expense..............................................     (176.2)     (163.2)       13.0         8.0
Investment income.............................................      502.7       314.8       187.9        59.7
Income related to indexed debt................................                  289.5      (289.5)         NM
Equity in net losses of affiliates............................       (9.5)       (1.1)        8.4          NM
Other income (expense)........................................       (6.3)        2.2        (8.5)         NM
Income tax expense............................................     (103.8)     (185.1)      (81.3)      (43.9)
Minority interest.............................................      (36.9)      (26.7)       10.2        38.2
                                                                ---------   ---------   ---------   ---------
Income before extraordinary items and cumulative
   effect of accounting change................................      $36.7      $198.8     ($162.1)      (81.5%)
                                                                =========   =========   =========   =========
</TABLE>

                                       17
<PAGE>
                      COMCAST CORPORATION AND SUBSIDIARIES
                                    FORM 10-Q
                           QUARTER ENDED JUNE 30, 2001


<TABLE>
<CAPTION>
                                                                  Six Months Ended
                                                                      June 30,          Increase / (Decrease)
                                                                  2001        2000          $           %
                                                                ---------   ---------   ---------   ---------
<S>                                                              <C>         <C>           <C>           <C>
Revenues.....................................................    $4,494.6    $3,851.0      $643.6        16.7%
Cost of goods sold from electronic retailing.................     1,111.8     1,015.2        96.6         9.5
Operating, selling, general and administrative expenses......     2,041.5     1,646.1       395.4        24.0
                                                                ---------   ---------   ---------   ---------
Operating income before depreciation and amortization (1)....     1,341.3     1,189.7       151.6        12.7
Depreciation.................................................       472.2       376.7        95.5        25.4
Amortization.................................................     1,102.9       803.4       299.5        37.3
                                                                ---------   ---------   ---------   ---------
Operating income (loss)......................................      (233.8)        9.6      (243.4)         NM
                                                                ---------   ---------   ---------   ---------
Interest expense.............................................      (358.5)     (331.8)       26.7         8.0
Investment income............................................       717.4       959.4      (242.0)      (25.2)
Expense related to indexed debt..............................                  (398.0)     (398.0)         NM
Equity in net losses of affiliates...........................        (6.6)       (4.0)        2.6        65.0
Other income (expense).......................................     1,187.9        (8.6)    1,196.5          NM
Income tax expense...........................................      (589.4)     (153.3)      436.1          NM
Minority interest............................................       (63.6)      (60.9)        2.7         4.4
                                                                ---------   ---------   ---------   ---------
Income before extraordinary items and
   cumulative effect of accounting change....................      $653.4       $12.4      $641.0          NM
                                                                =========   =========   =========   =========
<FN>
------------
(1)  Operating income before  depreciation and amortization is commonly referred
     to in our  businesses as "operating  cash flow."  Operating  cash flow is a
     measure of a company's ability to generate cash to service its obligations,
     including  debt  service  obligations,  and to  finance  capital  and other
     expenditures. In part due to the capital intensive nature of our businesses
     and the resulting  significant level of non-cash  depreciation  expense and
     amortization expense,  operating cash flow is frequently used as one of the
     bases for comparing  businesses in our industries,  although our measure of
     operating cash flow may not be comparable to similarly  titled  measures of
     other  companies.  Operating  cash flow is the  primary  basis  used by our
     management  to  measure  the  operating   performance  of  our  businesses.
     Operating  cash flow does not purport to  represent  net income or net cash
     provided  by  operating  activities,  as  those  terms  are  defined  under
     generally accepted accounting  principles,  and should not be considered as
     an alternative to such measurements as an indicator of our performance. See
     "Statement  of Cash Flows" above for a discussion  of net cash  provided by
     operating activities.
</FN>
</TABLE>

                                       18
<PAGE>
                      COMCAST CORPORATION AND SUBSIDIARIES
                                    FORM 10-Q
                           QUARTER ENDED JUNE 30, 2001


Operating Results by Business Segment

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


<TABLE>
<CAPTION>
Cable                                                             Three Months Ended
                                                                       June 30,                 Increase
                                                                   2001        2000           $           %
                                                                 ---------   ---------    ---------    --------
<S>                                                               <C>           <C>          <C>           <C>
Video........................................................     $1,059.5      $892.0       $167.5        18.8%
Cable modem..................................................         64.8        26.3         38.5       146.4
Advertising sales............................................         85.7        71.8         13.9        19.4
Other........................................................         45.5        31.9         13.6        42.6
                                                                 ---------   ---------    ---------    --------
     Revenues................................................      1,255.5     1,022.0        233.5        22.8
Operating, selling, general and administrative expenses......        705.8       554.5        151.3        27.3
                                                                 ---------   ---------    ---------    --------
Operating income before depreciation
     and amortization (a)....................................       $549.7      $467.5        $82.2        17.6%
                                                                 =========   =========    =========    ========
</TABLE>


<TABLE>
<CAPTION>
                                                                   Six Months Ended
                                                                       June 30,                 Increase
                                                                   2001        2000           $           %
                                                                 ---------   ---------    ---------    --------
<S>                                                               <C>         <C>            <C>           <C>
Video........................................................     $2,044.3    $1,757.4       $286.9        16.3%
Cable modem..................................................        119.3        47.0         72.3       153.8
Advertising sales............................................        151.9       130.0         21.9        16.8
Other........................................................         79.5        63.9         15.6        24.4
                                                                 ---------   ---------    ---------    --------
     Revenues................................................      2,395.0     1,998.3        396.7        19.9
Operating, selling, general and administrative expenses......      1,357.3     1,094.0        263.3        24.1
                                                                 ---------   ---------    ---------    --------
Operating income before depreciation
     and amortization (a)....................................     $1,037.7      $904.3       $133.4        14.8%
                                                                 =========   =========    =========    ========
<FN>
---------------
(a) See footnote (1) on page 18.
</FN>
</TABLE>


     Video revenue consists of our basic, expanded basic, premium,  pay-per-view
and digital subscriptions. Of the $167.5 million and $286.9 million increases in
video  revenues for the interim  periods from 2000 to 2001,  $107.8  million and
$171.4 million are attributable to the effects of our acquisitions and exchanges
of cable systems and $59.7 million and $115.5 million relate to changes in rates
and subscriber growth in our historical operations, driven principally by growth
in digital subscriptions. During the three and six months ended June 30, 2001 we
added approximately 285,000 and 486,000 digital subscriptions, respectively.

     The  increases in cable modem  revenue are primarily due to the addition of
approximately  134,000 and 276,000 cable modem subscribers  during the three and
six months ended June 30, 2001, respectively.

     The increases in advertising  sales revenue are attributable to the effects
of new advertising contracts,  market-wide fiber interconnects and the continued
leveraging of our existing fiber networks.

     Other revenue includes installation revenues,  guide revenues,  commissions
from  electronic  retailing  and other  product  offerings.  The  increases  are
primarily  attributable to growth in our historical  operations.

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

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

                                       19
<PAGE>
                      COMCAST CORPORATION AND SUBSIDIARIES
                                    FORM 10-Q
                           QUARTER ENDED JUNE 30, 2001

<TABLE>
<CAPTION>
Commerce (QVC, Inc. and Subsidiaries)                             Three Months Ended
                                                                       June 30,                 Increase
                                                                   2001        2000           $           %
                                                                 ---------   ---------    ---------    --------
<S>                                                                 <C>         <C>          <C>           <C>
Net sales from electronic retailing..........................       $876.0      $770.6       $105.4        13.7%
Cost of goods sold from electronic retailing.................        555.2       488.2         67.0        13.7
Operating, selling, general and administrative
     expenses................................................        161.0       148.4         12.6         8.5
                                                                 ---------   ---------    ---------    --------
Operating income before depreciation
     and amortization (a)....................................       $159.8      $134.0        $25.8        19.3%
                                                                 =========   =========    =========    ========
Gross margin.................................................         36.6%       36.7%
                                                                 =========   =========
</TABLE>


<TABLE>
<CAPTION>
                                                                   Six Months Ended
                                                                       June 30,                 Increase
                                                                   2001        2000           $           %
                                                                 ---------   ---------    ---------    --------
<S>                                                               <C>         <C>            <C>           <C>
Net sales from electronic retailing..........................     $1,760.0    $1,591.6       $168.4        10.6%
Cost of goods sold from electronic retailing.................      1,111.8     1,015.2         96.6         9.5
Operating, selling, general and administrative
     expenses................................................        315.7       297.7         18.0         6.0
                                                                 ---------   ---------    ---------    --------
Operating income before depreciation
     and amortization (a)....................................       $332.5      $278.7        $53.8        19.3%
                                                                 =========   =========    =========    ========
Gross margin.................................................         36.8%       36.2%
                                                                 =========   =========
<FN>
---------------
(a) See footnote (1) on page 18.
</FN>
</TABLE>

     Of the  $105.4  million  and  $168.4  million  increases  in net sales from
electronic retailing for the interim periods,  $98.9 million and $157.3 million,
respectively,  is  attributable  to increases in net sales in the United States.
This growth is  principally  the result of  increases  in the average  number of
homes receiving QVC services and in net sales per home as follows:

<TABLE>
<CAPTION>
                                                   Three Months          Six Months
                                                       Ended                Ended
                                                   June 30, 2001        June 30, 2001
                                                 -----------------     ---------------
<S>                                                    <C>                   <C>
Increase in average number of homes............           3.6%                  4.0%
Increase in net sales per home.................          11.0%                  7.3%
</TABLE>

     The remaining increases of $6.5 million and $11.1 million in net sales from
electronic  retailing  for the interim  periods are  primarily  attributable  to
increases in net sales in Germany offset,  in part, by decreases in net sales in
the United  Kingdom,  and to the  effects of  fluctuations  in foreign  currency
exchange rates during the periods.

     The increases in cost of goods sold are primarily  related to the growth in
net sales.  The  increase in gross  margin for the six month period is primarily
due  to  the  effects  of  increases  in  product  margins  across  all  product
categories, as well as to the effects of a shift in sales mix.

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

                                       20
<PAGE>
                      COMCAST CORPORATION AND SUBSIDIARIES
                                    FORM 10-Q
                           QUARTER ENDED JUNE 30, 2001

Consolidated Analysis

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

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

     Interest Expense

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

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

     Investment Income

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

<TABLE>
<CAPTION>
                                                            Three Months Ended        Six Months Ended
                                                                 June 30,                 June 30,
                                                            2001         2000         2001       2000
                                                          --------     ---------    ---------  ---------
<S>                                                       <C>           <C>          <C>       <C>
Interest and dividend income...........................      $17.4         $45.2        $35.0     $105.3
Gains on sales and exchanges of investments............      448.0         272.1        459.6      861.5
Investment impairment losses...........................      (45.0)         (2.5)      (939.1)      (7.4)
Reclassification of unrealized gains...................                               1,092.4
Unrealized gain on Sprint PCS common stock.............      392.4                      265.6
Mark to market adjustments on derivatives
     related to Sprint PCS common stock................     (317.9)                    (191.5)
Mark to market adjustments on derivatives and
     hedged items......................................        7.8                       (4.6)
                                                          --------     ---------    ---------  ---------

     Investment income.................................     $502.7        $314.8       $717.4     $959.4
                                                          ========     =========    =========  =========
</TABLE>

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

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

                                       21

<PAGE>
                      COMCAST CORPORATION AND SUBSIDIARIES
                                    FORM 10-Q
                           QUARTER ENDED JUNE 30, 2001


     Income (Expense) Related to Indexed Debt

     Through  December 31, 2000,  we accounted  for the ZONES as an indexed debt
instrument  since the maturity  value is dependent upon the fair value of Sprint
PCS common stock.  During the 2000 interim periods, we recorded income (expense)
related to indexed debt of $289.5 million and ($398.0) million, respectively, to
reflect fair value of the underlying Sprint PCS common stock.

     Other Income (Expense)

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

     Income Tax Expense

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

     Minority Interest

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

     Extraordinary Items

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

     Cumulative Effect of Accounting Change

     Upon adoption of SFAS No. 133, we recognized as income a cumulative  effect
of accounting  change, net of related income taxes, of $384.5 million during the
six  months  ended  June 30,  2001.  The income  consisted  of a $400.2  million
adjustment  to record the debt  component  of our ZONES at a  discount  from its
value at maturity and $191.3 million principally related to the reclassification
of gains previously recognized as a component of accumulated other comprehensive
income on our equity  derivative  instruments,  net of related  deferred  income
taxes.

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

     Expected Impact of Adoption of SFAS No.'s 141 and 142

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

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

     We will adopt SFAS No. 142 on  January  1,  2002,  as  required  by the new
statement.  Upon adoption of SFAS No. 142, we will no longer  amortize  goodwill
and other indefinite lived  intangible  assets.  We will be required to test our
goodwill and  intangible  assets that are deemed to have an indefinite  life for
impairment at least annually. Other than in those periods in which we may report
an asset impairment,  we expect that the adoption of SFAS No. 142 will result in
increased income as a result of reduced  amortization  expense. We are currently
evaluating  the  impact  adoption  of SFAS No.  142 will  have on our  financial
position and results of operations.

                                       22
<PAGE>

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


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

ITEM 1.   LEGAL PROCEEDINGS

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

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

     At the Annual  Meeting  on June 6,  2001,  the  shareholders  approved  the
     following proposals:

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


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

<S>                                              <C>                     <C>                     <C>
     Ralph J. Roberts                               Class A                 19,324,359              59,407
                                                    Class B                141,665,625

     Julian A. Brodsky                              Class A                 19,328,808              54,958
                                                    Class B                141,665,625

     Brian L. Roberts                               Class A                 19,332,412              51,354
                                                    Class B                141,665,625

     Decker Anstrom                                 Class A                 19,326,245              57,521
                                                    Class B                141,665,625

     Sheldon M. Bonovitz                            Class A                 18,614,761             769,005
                                                    Class B                141,665,625

     Joseph L. Castle II                            Class A                 19,324,859              58,907
                                                    Class B                141,665,625

     Felix G. Rohatyn                               Class A                 19,318,664              65,102
                                                    Class B                141,665,625

     Bernard C. Watson                              Class A                 19,324,499              59,267
                                                    Class B                141,665,625

     Irving A. Wechsler                             Class A                 19,324,266              59,500
                                                    Class B                141,665,625

     Anne Wexler                                    Class A                 19,322,475              61,291
                                                    Class B                141,665,625
</TABLE>

     To  ratify  the  appointment  of  Deloitte  & Touche  LLP as the  Company's
     independent auditors for the 2001 fiscal year.


           Class of Stock            For                Against          Abstain
           --------------            ---                -------          -------
              Class A              19,306,841            44,285          32,640
              Class B             141,665,625

                                       23
<PAGE>
                      COMCAST CORPORATION AND SUBSIDIARIES
                                    FORM 10-Q
                           QUARTER ENDED JUNE 30, 2001


     To consider a proposal to approve the  adoption of the Comcast  Corporation
     2001 Employee Stock Purchase Plan.


           Class of Stock            For                Against          Abstain
           --------------            ---                -------          -------
              Class A              11,634,982           256,067          81,373
              Class B             141,665,625

     To consider a proposal to approve an amendment  to the Comcast  Corporation
     1996 Executive Cash Bonus Plan.


           Class of Stock            For                Against          Abstain
           --------------            ---                -------          -------
              Class A              11,340,162           526,293          105,967
              Class B             141,665,625


ITEM 6.   EXHIBITS AND REPORTS ON FORM 8-K

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

          10.1 Comcast  Corporation  1996 Stock  Option  Plan,  as  amended  and
               restated, effective June 5, 2001.

          10.2 Comcast  Corporation  1996  Executive Cash Bonus Plan, as amended
               and restated, effective June 6, 2001.

          10.3 Comcast   Corporation   2001   Employee   Stock   Purchase   Plan
               (incorporated  by  reference  to Exhibit 4.1 to our  Registration
               Statement on Form S-8 filed on June 7, 2001).

     (b)  Reports on Form 8-K:

          (i)  None.


                                       24
<PAGE>
                      COMCAST CORPORATION AND SUBSIDIARIES
                                    FORM 10-Q
                           QUARTER ENDED JUNE 30, 2001

                                    SIGNATURE

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



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



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


Date: August 7, 2001








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