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:
                                 MARCH 31, 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 March 31, 2001,  there were  913,736,892  shares of Class A Special Common
Stock, 21,832,250 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 MARCH 31, 2001

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

         ITEM 1. Financial Statements

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

                 Condensed Consolidated Statement of Operations and Retained
                 Earnings (Accumulated Deficit) for the Three Months Ended
                 March 31, 2001 and 2000 (Unaudited)...........................3

                 Condensed Consolidated Statement of Cash Flows for the
                 Three Months Ended March 31, 2001 and 2000 (Unaudited)........4

                 Notes to Condensed Consolidated Financial Statements
                 (Unaudited)..............................................5 - 12

         ITEM 2. Management's Discussion and Analysis of Financial
                 Condition and Results of Operations.....................13 - 18

PART II. OTHER INFORMATION

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

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

         SIGNATURE............................................................20
                       -----------------------------------

     This Quarterly  Report on Form 10-Q is for the three months ended March 31,
2001.  This Quarterly  Report  modifies and supersedes  documents filed prior to
this  Quarterly  Report.  The  SEC  allows  us  to  "incorporate  by  reference"
information that we file with them,  which means that we can disclose  important
information  to you by referring  you directly to those  documents.  Information
incorporated by reference is considered to be part of this Quarterly  Report. In
addition, information that we file with the SEC in the future will automatically
update and supersede  information  contained in this Quarterly  Report.  In this
Quarterly Report,  "Comcast," "we," "us" and "our" refer to Comcast  Corporation
and its subsidiaries.

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

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

     In addition, our businesses may be affected by, among other things:

     o    changes in laws and regulations,
     o    changes in the competitive environment,
     o    changes in technology,
     o    industry consolidation and mergers,
     o    franchise related matters,
     o    market conditions that may adversely affect the availability of debt
          and equity financing for working capital, capital expenditures or
          other purposes,
     o    demand for the programming content we distribute or the willingness of
          other video program distributors to carry our content, and
     o    general economic conditions.
<PAGE>
                      COMCAST CORPORATION AND SUBSIDIARIES
                                    FORM 10-Q
                          QUARTER ENDED MARCH 31, 2001

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

ITEM 1.   FINANCIAL STATEMENTS

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

                                                                           (Dollars in millions, except share data)
                                                                                   March 31,       December 31,
                                                                                     2001              2000
                                                                                ---------------    -------------
<S>                                                                               <C>               <C>
ASSETS
------
CURRENT ASSETS
   Cash and cash equivalents....................................................      $668.3            $651.5
   Investments..................................................................     2,950.8           3,059.7
   Accounts receivable, less allowance for doubtful accounts of
     $142.2 and $141.7..........................................................       792.5             891.9
   Inventories, net.............................................................       448.3             438.5
   Other current assets.........................................................       163.3             102.8
                                                                                   ---------       -----------
       Total current assets.....................................................     5,023.2           5,144.4
                                                                                   ---------       -----------
INVESTMENTS.....................................................................     2,893.1           2,661.9
                                                                                   ---------       -----------
PROPERTY AND EQUIPMENT..........................................................     7,347.9           6,799.2
   Accumulated depreciation.....................................................    (1,683.2)         (1,596.5)
                                                                                   ---------       -----------
   Property and equipment, net..................................................     5,664.7           5,202.7
                                                                                   ---------       -----------
DEFERRED CHARGES................................................................    28,164.7          26,865.9
   Accumulated amortization.....................................................    (4,529.5)         (4,130.4)
                                                                                   ---------       -----------
   Deferred charges, net........................................................    23,635.2          22,735.5
                                                                                   ---------       -----------
                                                                                   $37,216.2         $35,744.5
                                                                                   =========       ===========
LIABILITIES AND STOCKHOLDERS' EQUITY
------------------------------------
CURRENT LIABILITIES
   Accounts payable and accrued expenses........................................    $2,702.3          $2,852.9
   Accrued interest.............................................................       172.5             105.5
   Deferred income taxes........................................................       692.5             789.9
   Current portion of long-term debt............................................       523.0             293.9
                                                                                   ---------       -----------
       Total current liabilities................................................     4,090.3           4,042.2
                                                                                   ---------       -----------
LONG-TERM DEBT, less current portion............................................    10,263.0          10,517.4
                                                                                   ---------       -----------
DEFERRED INCOME TAXES...........................................................     6,285.0           5,786.7
                                                                                   ---------       -----------
MINORITY INTEREST AND OTHER.....................................................     1,580.9           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, 937,061,803 and 931,340,103; outstanding, 913,736,892
     and 908,015,192............................................................       913.7             908.0
   Class A common stock, $1 par value - authorized,
     200,000,000 shares; issued, 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...........................................................    11,738.8          11,598.8
   Retained earnings............................................................     2,040.6           1,056.5
   Accumulated other comprehensive income.......................................       272.7             432.4
                                                                                   ---------       -----------
       Total stockholders' equity...............................................    14,997.0          14,086.4
                                                                                   ---------       -----------
                                                                                   $37,216.2         $35,744.5
                                                                                   =========       ===========
See notes to condensed consolidated financial statements.

                                                       2
</TABLE>

<PAGE>
<TABLE>
<CAPTION>
                                     COMCAST CORPORATION AND SUBSIDIARIES
                                                  FORM 10-Q
                                         QUARTER ENDED MARCH 31, 2001
                              CONDENSED CONSOLIDATED STATEMENT OF OPERATIONS AND
                                   RETAINED EARNINGS (ACCUMULATED DEFICIT)
                                                 (Unaudited)

                                                                       (Amounts in millions, except per share data)
                                                                                Three Months Ended March 31,
                                                                                      2001           2000
                                                                                    ---------      ---------
<S>                                                                                  <C>            <C>
REVENUES
    Service income...........................................................        $1,312.1       $1,117.9
    Net sales from electronic retailing......................................           884.0          821.0
                                                                                    ---------      ---------
                                                                                      2,196.1        1,938.9
                                                                                    ---------      ---------
COSTS AND EXPENSES
    Operating................................................................           640.3          548.9
    Cost of goods sold from electronic retailing.............................           556.6          527.1
    Selling, general and administrative......................................           358.3          276.0
    Depreciation.............................................................           221.3          171.9
    Amortization.............................................................           520.1          373.8
                                                                                    ---------      ---------
                                                                                      2,296.6        1,897.7
                                                                                    ---------      ---------
OPERATING (LOSS) INCOME......................................................          (100.5)          41.2
OTHER INCOME (EXPENSE)
    Interest expense.........................................................          (182.3)        (168.6)
    Investment income........................................................           214.7          644.6
    Expense related to indexed debt..........................................                         (687.5)
    Equity in net income (losses) of affiliates..............................             2.9           (2.9)
    Other income (expense)...................................................         1,194.2          (10.8)
                                                                                    ---------      ---------
                                                                                      1,229.5         (225.2)
                                                                                    ---------      ---------
INCOME (LOSS) BEFORE INCOME  TAXES, MINORITY INTEREST,
    EXTRAORDINARY ITEMS AND CUMULATIVE
    EFFECT OF ACCOUNTING CHANGE..............................................         1,129.0         (184.0)
INCOME TAX (EXPENSE) BENEFIT.................................................          (485.6)          31.8
                                                                                    ---------      ---------
INCOME (LOSS) BEFORE MINORITY INTEREST,
    EXTRAORDINARY ITEMS AND CUMULATIVE
    EFFECT OF ACCOUNTING CHANGE..............................................           643.4         (152.2)
MINORITY INTEREST............................................................           (26.7)         (34.2)
                                                                                    ---------      ---------
INCOME (LOSS) BEFORE EXTRAORDINARY ITEMS AND CUMULATIVE
    EFFECT OF ACCOUNTING CHANGE..............................................           616.7         (186.4)
EXTRAORDINARY ITEMS..........................................................                           (5.1)
CUMULATIVE EFFECT OF ACCOUNTING CHANGE.......................................           384.5
                                                                                    ---------      ---------
NET INCOME (LOSS)............................................................         1,001.2         (191.5)
PREFERRED DIVIDENDS..........................................................                           (7.5)
                                                                                    ---------      ---------
NET INCOME (LOSS) FOR COMMON STOCKHOLDERS....................................        $1,001.2        ($199.0)
                                                                                    =========      =========
RETAINED EARNINGS (ACCUMULATED DEFICIT)
    Beginning of period......................................................        $1,056.5        ($619.8)
    Net income (loss)........................................................         1,001.2         (191.5)
    Retirement of common stock...............................................           (17.1)        (164.6)
                                                                                    ---------      ---------
    End of period............................................................        $2,040.6        ($975.9)
                                                                                    =========      =========
BASIC EARNINGS (LOSS) FOR COMMON STOCKHOLDERS PER COMMON SHARE
    Income (loss) before extraordinary items and cumulative effect
      of accounting change...................................................            $.65          ($.23)
    Extraordinary items......................................................                           (.01)
    Cumulative effect of accounting change...................................             .41
                                                                                    ---------      ---------
       Net income (loss).....................................................           $1.06          ($.24)
                                                                                    =========      =========
BASIC WEIGHTED AVERAGE NUMBER OF COMMON SHARES OUTSTANDING...................           945.3          836.6
                                                                                    =========      =========
DILUTED EARNINGS (LOSS) FOR COMMON STOCKHOLDERS PER COMMON SHARE
    Income (loss) before extraordinary items and cumulative effect
      of accounting change...................................................            $.64          ($.23)
    Extraordinary items......................................................                           (.01)
    Cumulative effect of accounting change...................................             .40
                                                                                    ---------      ---------
       Net income (loss).....................................................           $1.04          ($.24)
                                                                                    =========      =========
DILUTED WEIGHTED AVERAGE NUMBER OF COMMON SHARES OUTSTANDING.................           965.0          836.6
                                                                                    =========      =========

See notes to condensed consolidated financial statements.

                                                      3
</TABLE>

<PAGE>
<TABLE>
<CAPTION>
                                       COMCAST CORPORATION AND SUBSIDIARIES
                                                    FORM 10-Q
                                           QUARTER ENDED MARCH 31, 2001
                                  CONDENSED CONSOLIDATED STATEMENT OF CASH FLOWS
                                                   (Unaudited)

                                                                                         (Dollars in millions)
                                                                                     Three Months Ended March 31,
                                                                                          2001           2000
                                                                                        ---------      --------
<S>                                                                                     <C>            <C>
OPERATING ACTIVITIES
   Net income (loss)................................................................     $1,001.2       ($191.5)
   Adjustments to reconcile net income (loss) to net cash provided by
    (used in) operating activities:
     Depreciation...................................................................        221.3         171.9
     Amortization...................................................................        520.1         373.8
     Non-cash interest expense (income), net........................................         12.0         (13.3)
     Non-cash expense related to indexed debt.......................................                      687.5
     Equity in net (income) losses of affiliates....................................         (2.9)          2.9
     Gains on investments and other income, net.....................................     (1,395.8)       (590.7)
     Minority interest..............................................................         26.7          34.2
     Extraordinary items............................................................                        5.1
     Cumulative effect of accounting change.........................................       (384.5)
     Deferred income taxes and other................................................        428.9        (253.6)
                                                                                        ---------      --------
                                                                                            427.0         226.3
     Changes in working capital.....................................................       (169.0)       (369.8)
                                                                                        ---------      --------
           Net cash provided by (used in) operating activities......................        258.0        (143.5)
                                                                                        ---------      --------
FINANCING ACTIVITIES
   Proceeds from borrowings.........................................................      2,608.2          88.2
   Retirements and repayments of debt...............................................     (2,219.6)       (700.7)
   Issuances of common stock and sales of put options on common stock...............         13.5          18.8
   Repurchases of common stock......................................................                     (127.9)
                                                                                        ---------      --------
           Net cash provided by (used in) financing activities......................        402.1        (721.6)
                                                                                        ---------      --------
INVESTING ACTIVITIES
   Acquisitions, net of cash acquired...............................................        (26.4)        (75.3)
   (Purchases) sales of short-term investments, net.................................         (8.7)        663.0
   Purchases of investments.........................................................       (166.3)       (174.9)
   Proceeds from sales of investments...............................................        151.7         649.2
   Capital expenditures.............................................................       (521.9)       (289.1)
   Additions to deferred charges....................................................        (71.7)        (79.4)
                                                                                        ---------      --------
           Net cash (used in) provided by investing activities......................       (643.3)        693.5
                                                                                        ---------      --------
INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS....................................         16.8        (171.6)
CASH AND CASH EQUIVALENTS, beginning of period......................................       $651.5         922.2
                                                                                        ---------      --------
CASH AND CASH EQUIVALENTS, end of period............................................       $668.3        $750.6
                                                                                        =========      ========

See notes to condensed consolidated financial statements.

                                                        4
</TABLE>

<PAGE>
                      COMCAST CORPORATION AND SUBSIDIARIES
                                    FORM 10-Q
                          QUARTER ENDED MARCH 31, 2001
              NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
                                   (Unaudited)

1.   CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

     Basis of Presentation
     The condensed  consolidated  balance sheet as of December 31, 2000 has been
     condensed from the audited  consolidated balance sheet as of that date. The
     condensed consolidated balance sheet as of March 31, 2001 and the condensed
     consolidated  statements of operations and retained  earnings  (accumulated
     deficit)  and of cash flows for the three  months  ended March 31, 2001 and
     2000 have been prepared by Comcast Corporation (the "Company") and have not
     been  audited by the  Company's  independent  auditors.  In the  opinion of
     management,  all  adjustments  necessary  to present  fairly the  financial
     position, results of operations and cash flows as of March 31, 2001 and for
     all periods presented have been made.

     Certain information and note disclosures normally included in the Company's
     annual financial  statements prepared in accordance with generally accepted
     accounting  principles  have been  condensed  or omitted.  These  condensed
     consolidated  financial  statements  should be read in conjunction with the
     financial  statements and notes thereto included in the Company's  December
     31, 2000 Annual Report on Form 10-K filed with the  Securities and Exchange
     Commission.  The results of operations  for the period ended March 31, 2001
     are not necessarily indicative of operating results for the full year.

     Reclassifications
     Certain  reclassifications  have  been  made to the  prior  year  condensed
     consolidated  financial statements to conform to those classifications used
     in 2001.

2.   ADOPTION OF NEW ACCOUNTING STANDARD

     On January 1, 2001, the Company adopted  Statement of Financial  Accounting
     Standards  No. 133,  "Accounting  for  Derivative  Instruments  and Hedging
     Activities",  as  amended  ("SFAS  No.  133").  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
     change in fair value 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.

                                        5
<PAGE>
                      COMCAST CORPORATION AND SUBSIDIARIES
                                    FORM 10-Q
                          QUARTER ENDED MARCH 31, 2001
        NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS - CONTINUED
                                   (Unaudited)

     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 three months ended March 31, 2001 and 2000,
     respectively.

<TABLE>
<CAPTION>
                                                                  (Amounts in millions, except per share data)
                                                                             Three Months Ended
                                                                                 March 31,
                                                                           2001             2000
                                                                         ---------        ---------
<S>                                                                       <C>               <C>
     Net income (loss) for common stockholders........................    $1,001.2          ($199.0)
     Preferred dividends..............................................                          7.5
                                                                         ---------        ---------
     Net income (loss) for common stockholders used for
       Diluted EPS....................................................    $1,001.2          ($191.5)
                                                                         =========        =========
     Basic weighted average number of common shares outstanding.......       945.3            836.6
     Dilutive securities:
       Series B convertible preferred stock...........................         4.2
       Stock option and restricted stock plans........................        15.5
                                                                         ---------        ---------
     Diluted weighted average number of common shares
       outstanding....................................................       965.0            836.6
                                                                         =========        =========
     Diluted earnings (loss) for common stockholders
       per common share...............................................       $1.04            ($.24)
                                                                         =========        =========
</TABLE>

     Put options  sold by the Company on a weighted  average 0.8 million  shares
     and 0.6 million shares,  respectively,  of its Class A Special Common Stock
     (see Note 7) were outstanding  during the three months ended March 31, 2001
     and 2000,  but were not included in the  computation  of Diluted EPS as the
     options'  exercise  price  was less than the  average  price of the Class A
     Special Common Stock during the periods.

     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).  Holders
     may surrender the Zero Coupon  Debentures  for conversion at any time prior
     to maturity, unless previously redeemed, but only if the closing sale price
     of the Company's  Class A Special  Common Stock is greater than 110% of the
     accreted  conversion  price for at least 20 trading  days of the 30 trading
     days prior to conversion. 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 during the three months ended March 31, 2001, the
     Zero Coupon Debentures have been excluded from Diluted EPS.

4.   ACQUISITIONS

     Adelphia Cable Systems Exchange
     On January 1, 2001, the Company  completed its previously  announced  cable
     systems  exchange with  Adelphia  Communications  Corporation  ("Adelphia")
     pursuant to which the Company received cable communications systems serving
     approximately  445,000  subscribers  from Adelphia.  In exchange,  Adelphia
     received  certain of the Company's  cable  communications  systems  serving
     approximately  440,000  subscribers.  In connection with the exchange,  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 MARCH 31, 2001
        NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS - CONTINUED
                                   (Unaudited)

     Home Team Sports Acquisition
     In  February  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  communications  systems.  The
     estimated  fair  value of Home Team  Sports as of the  closing  date of the
     acquisition was $240.0 million.

     The acquisitions  completed by the Company in 2001 were accounted for under
     the purchase  method of accounting.  As such, the operating  results of the
     acquired   businesses  have  been  included  in  the  Company's   condensed
     consolidated  statement of operations  and retained  earnings  (accumulated
     deficit) from the  acquisition  date.  The allocation of the purchase price
     for the  2001  acquisitions  is  preliminary  pending  completion  of final
     appraisals.

     AT&T Cable Systems Acquisition
     On April 30,  2001,  the  Company  acquired  cable  communications  systems
     serving  approximately  595,000  subscribers  from  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 shares of AT&T common stock  delivered in
     connection with the exchange was approximately $1.423 billion, based on the
     closing  price  of the  AT&T  common  stock  on  the  closing  date  of the
     transaction. Pursuant to 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  will be accounted for as a purchase and is
     expected to qualify as tax-free to both the Company and to AT&T.

     Baltimore, Maryland System Acquisition
     On May 7, 2001, the Company and AT&T entered into an agreement  pursuant to
     which the Company  will  acquire the cable  communications  system  serving
     approximately 110,000 subscribers in Baltimore,  Maryland for approximately
     $500 million in cash, subject to adjustment.  The transaction is subject to
     customary  closing  conditions and regulatory  approvals and is expected to
     close by the end of the second quarter of 2001.

     Unaudited Pro Forma Information
     The following  unaudited pro forma  information  for the three months ended
     March  31,  2000  has  been  presented  as if the  Adelphia  cable  systems
     exchange,  the AT&T cable  systems  exchange  (which  occurred  in December
     2000),  the  acquisition  of Prime  Communications  LLC (which  occurred in
     August  2000),  the merger of Jones  Intercable,  Inc.  into a wholly owned
     subsidiary  of  the  Company  (which   occurred  in  March  2000)  and  the
     acquisition  of the  minority  interest in Comcast  MHCP  Holdings,  L.L.C.
     (which  occurred in February  2000) each occurred on January 1, 2000.  This
     information  is based on  historical  results of  operations,  adjusted for
     acquisition  costs,  and, in the opinion of management,  is not necessarily
     indicative of what the results would have been had the Company operated the
     cable systems acquired since January 1, 2000.


                                                          (Amounts in millions,
                                                          except per share data)
                                                            Three Months Ended
                                                                  March 31,
                                                                    2000
                                                                  --------

          Revenues.............................................   $2,022.2
          Loss before extraordinary items and
            cumulative effect of accounting change.............    ($323.6)
          Net loss.............................................    ($328.7)
          Diluted EPS..........................................      ($.38)

                                        7
<PAGE>
                      COMCAST CORPORATION AND SUBSIDIARIES
                                    FORM 10-Q
                          QUARTER ENDED MARCH 31, 2001
        NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS - CONTINUED
                                   (Unaudited)

5.   INVESTMENTS

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

<S>                                                                    <C>           <C>
           Fair value method
                  AT&T Corp.................................           $1,450.0      $1,174.3
                  Excite@Home Corporation...................            1,482.7       1,479.1
                  Sprint Corp. PCS Group....................            2,083.6       2,149.8
                  Other.....................................              256.7         393.9
                                                                    -----------    ----------
                                                                        5,273.0       5,197.1
           Cost method......................................              170.4         128.4
           Equity method....................................              400.5         396.1
                                                                    -----------    ----------
                  Total investments.........................            5,843.9       5,721.6

           Less, current investments........................            2,950.8       3,059.7
                                                                    -----------    ----------
           Non-current investments..........................           $2,893.1      $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 March 31, 2001 and  December  31,  2000 of $456.1  million and $707.1
     million,  respectively,  have  been  reported  in the  Company's  condensed
     consolidated  balance sheet principally as a component of accumulated other
     comprehensive  income,  net of  related  deferred  income  taxes of  $159.6
     million and $240.0 million, respectively.

     Excite@Home.  As of March 31, 2001 and December 31, 2000, the Company holds
     approximately  29.1  million  shares of  Excite@Home  common  stock and has
     earned warrants to purchase an additional 2.1 million shares of Excite@Home
     common stock. In January 2001, the Company  exercised its right to exchange
     the  aggregate  31.2 million  Excite@Home  shares and warrants  held by the
     Company for shares of AT&T common stock (the "Share  Exchange  Agreement").
     The Company and AT&T are currently in discussions to renegotiate  the terms
     of the  transaction,  which may or may not result in a change to the number
     of shares of AT&T common  stock that the Company will  receive,  as well as
     the number of Excite@Home shares, if any, the Company transfers to AT&T. As
     of March 31, 2001 and  December  31,  2000,  the Company has  recorded  the
     Excite@Home  common stock,  warrants and its right under the Share Exchange
     Agreement at their estimated fair value.

     Derivatives
     The Company employs derivative financial instruments to manage its exposure
     to fluctuations in interest rates and securities prices.

     The Company accounts for its rights under the Share Exchange Agreement as a
     fair value hedge of the Company's investment in Excite@Home with changes in
     fair value between  measurement  dates of both the hedge and the investment
     recorded to  investment  income.  During the three  months  ended March 31,
     2001,  the  increase in the fair value of the  Company's  rights  under the
     Share  Exchange  Agreement  substantially  offset the  decrease in the fair
     value of the Company's investment in Excite@Home.

     The  unrealized  pre-tax losses on cash flow hedges as of March 31, 2001 of
     $1.8 million have been  reported in the  Company's  condensed  consolidated
     balance sheet as a component of accumulated other comprehensive income, net
     of related deferred income taxes of $0.6 million.

                                        8
<PAGE>
                      COMCAST CORPORATION AND SUBSIDIARIES
                                    FORM 10-Q
                          QUARTER ENDED MARCH 31, 2001
        NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS - CONTINUED
                                   (Unaudited)

     Investment Income (Expense)
     Investment  income  (expense) for the three months ended March 31, 2001 and
     2000 is comprised of the following (in millions):


<TABLE>
<CAPTION>
                                                                           Three Months Ended
                                                                               March 31,
                                                                          2001          2000
                                                                        --------       -------
<S>                                                                    <C>           <C>
     Interest and dividend income....................................      $17.6         $60.1
     Gains on sales and exchanges of investments.....................       11.6         589.4
     Investment impairment losses....................................     (894.1)         (4.9)
     Reclassification of unrealized gains............................    1,092.4
     Unrealized loss on trading securities...........................     (126.8)
     Mark to market adjustments on derivatives and hedged items......      114.0
                                                                        --------       -------

          Investment income..........................................     $214.7        $644.6
                                                                        ========       =======
</TABLE>

     The Company  records  losses on its  investments  for which the Company has
     determined  that a decline in value of the investment was considered  other
     than temporary.  The loss for the three months ended March 31, 2001 relates
     principally  to the  Company's  investment  in AT&T, a portion of which was
     exchanged on April 30, 2001 (see Note 4).

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

6.   LONG-TERM DEBT

     Senior Notes Offerings
     In January 2001, Comcast Cable  Communications,  Inc. ("Comcast Cable"), an
     indirect wholly owned subsidiary of the Company,  sold an aggregate of $1.5
     billion of public debt  consisting of $500.0 million of 6.375% Senior Notes
     due 2006 and $1.0  billion of 6.75% Senior  Notes due 2011.  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 and
     bank credit facility.

     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 bank 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 (a) the  principal  amount of the ZONES,  or (b) the
     market  value of  Sprint  PCS  Stock.  Prior  to  maturity,  each  ZONES is
     exchangeable  at the  holders  option for an amount of cash equal to 95% of
     the market value of Sprint PCS Stock.  As of March 31, 2001,  the number of
     Sprint  PCS  shares  held by the  Company  exceeded  the  number  of  ZONES
     outstanding.

                                        9
<PAGE>
                      COMCAST CORPORATION AND SUBSIDIARIES
                                    FORM 10-Q
                          QUARTER ENDED MARCH 31, 2001
        NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS - CONTINUED
                                   (Unaudited)

     As of March 31, 2001 and December 31, 2000,  long-term debt includes $1.343
     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).  During the three  months ended March 31,
     2001, the Company recorded the decrease in the fair value of the derivative
     component of the ZONES of $69.4 million to  investment  income (see Note 5)
     and the increase in the carrying  value of the debt  component of the ZONES
     of $5.4 million to interest expense.

     Extraordinary Items
     Extraordinary  items  during the three  months ended March 31, 2000 of $5.1
     million  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 March  31,  2001 and  December  31,  2000,  the  Company's  effective
     weighted  average interest rate on its long-term debt outstanding was 6.15%
     and 6.30%, respectively.

     Lines and Letters of Credit
     As of March 31, 2001, certain  subsidiaries of the Company had unused lines
     of credit of $3.389 billion under their respective credit facilities.

     As of March 31,  2001,  the  Company and  certain of its  subsidiaries  had
     unused  irrevocable  standby  letters of credit  totaling $138.7 million to
     cover potential fundings under various agreements.

7.   STOCKHOLDERS' EQUITY

     Repurchase Programs
     Based on the trade  date for stock  repurchases,  during  the three  months
     ended March 31, 2000,  the Company  repurchased  approximately  3.3 million
     shares of its common stock for aggregate  consideration  of $127.9  million
     pursuant to its Board-authorized repurchase programs.

     As part of the repurchase programs, during the three months ended March 31,
     2000,  the Company  sold put  options on 2.0 million  shares of its Class A
     Special Common Stock. 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 three months ended March 31,
     2001.  Upon  expiration  of the put options  during the three  months ended
     March 31, 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 in the
     Company's March 31, 2001 condensed consolidated balance sheet.

     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)
     Total comprehensive income (loss) for the three months ended March 31, 2001
     and 2000 was $841.5  million  and  ($1.183)  billion,  respectively.  Total
     comprehensive  income (loss) includes net income (loss),  unrealized  gains
     (losses)  on  marketable  securities,  unrealized  gains  (losses)  on  the
     effective  portion of cash flow hedges,  and foreign  currency  translation
     gains (losses) for the periods presented.

                                       10
<PAGE>
                      COMCAST CORPORATION AND SUBSIDIARIES
                                    FORM 10-Q
                          QUARTER ENDED MARCH 31, 2001
        NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS - CONTINUED
                                   (Unaudited)

8.   STATEMENT OF CASH FLOWS - SUPPLEMENTAL INFORMATION

     During the three  months ended March 31, 2001,  the Company  completed  its
     cable  systems  exchange  with  Adelphia and acquired Home Team Sports (see
     Note 4).  The fair  values of the assets and  liabilities  acquired  by the
     Company  during the three  months  ended  March 31, 2001 are  presented  as
     follows (in millions):


          Current assets...............................    $37.7
          Property, plant & equipment..................    146.4
          Deferred charges.............................  1,289.4
          Current liabilities..........................    (34.9)
                                                        --------
                   Net assets acquired................. $1,438.6
                                                        ========

     The Company made cash  payments  for interest of $103.2  million and $126.8
     million   during  the  three   months   ended  March  31,  2001  and  2000,
     respectively.

     The Company made cash payments for income taxes of $15.1 million and $456.0
     million   during  the  three   months   ended  March  31,  2001  and  2000,
     respectively.

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  $500  million;  however the
     Company's  current  estimate of the amount of expenditures  (principally in
     the  form of  capital  expenditures)  that  will  be made by the  affiliate
     necessary to comply with the performance  requirements will not exceed $150
     million.


                                       11
<PAGE>
                      COMCAST CORPORATION AND SUBSIDIARIES
                                    FORM 10-Q
                          QUARTER ENDED MARCH 31, 2001
        NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS - CONCLUDED
                                   (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  (see the  Company's  condensed  consolidated  statement  of
     operations  and  retained  earnings  (accumulated   deficit))  (dollars  in
     millions).

<TABLE>
<CAPTION>
                                                                        Corporate and
                                                Cable        Commerce     Other (1)       Total
                                                -----        --------     ---------       -----
<S>                                           <C>           <C>            <C>         <C>
Three Months Ended March 31, 2001
---------------------------------
Revenues................................      $1,139.5         $884.0        $172.6      $2,196.1
Operating income (loss) before
  depreciation and amortization (2).....         488.0          172.7         (19.8)        640.9
Depreciation and amortization...........         676.3           34.6          30.5         741.4
Operating (loss) income.................        (188.3)         138.1         (50.3)       (100.5)
Interest expense........................         132.8            8.0          41.5         182.3
Capital expenditures....................         437.7           26.1          58.1         521.9

As of March 31, 2001
--------------------
Assets..................................     $27,232.8       $2,439.0      $7,544.4     $37,216.2
Long-term debt, less current portion....       6,839.8          246.2       3,177.0      10,263.0

Three Months Ended March 31, 2000
---------------------------------
Revenues................................        $976.3         $821.0        $141.6      $1,938.9
Operating income before depreciation
  and amortization (2)..................         436.8          144.8           5.3         586.9
Depreciation and amortization...........         502.5           29.5          13.7         545.7
Operating (loss) income.................         (65.7)         115.3          (8.4)         41.2
Interest expense........................         127.6            9.0          32.0         168.6
Capital expenditures....................         228.5           34.7          25.9         289.1

<FN>
---------------
(1)  Other includes  segments not meeting  certain  quantitative  guidelines for
     reporting. Other includes the Company's content and business communications
     operations  and  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>

                                       12
<PAGE>
                      COMCAST CORPORATION AND SUBSIDIARIES
                                    FORM 10-Q
                          QUARTER ENDED MARCH 31, 2001


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

Overview

     We have  experienced  significant  growth  in  recent  years  both  through
strategic   acquisitions  and  growth  in  our  existing  businesses.   We  have
historically  met our cash  needs for  operations  through  our cash  flows from
operating   activities.   Cash   requirements   for   acquisitions  and  capital
expenditures  have been provided  through our financing  activities and sales of
investments,  as well as our existing  cash,  cash  equivalents  and  short-term
investments.

     We have acquired 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.

General Developments of Business

     See Note 4 to our condensed  consolidated  financial statements included in
Item 1.

Liquidity and Capital Resources

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

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

     In the event that holders of our Zero Coupon  Debentures (see Note 6 to our
condensed  consolidated  financial statements included in Item 1) exercise their
rights to require us to repurchase the Zero Coupon  Debentures in December 2001,
we have both the ability and intent to redeem the Zero  Coupon  Debentures  with
amounts  available under  subsidiary  credit  facilities.  As of March 31, 2001,
certain of our  subsidiaries  had unused lines of credit of $3.389 billion under
their respective credit facilities.

     See Note 9 to our condensed  consolidated  financial statements included in
Item 1.

     Cash, Cash Equivalents and Short-term Investments

     We  have  traditionally   maintained   significant  levels  of  cash,  cash
equivalents  and  short-term   investments  to  meet  our  short-term  liquidity
requirements.  Our cash  equivalents and short-term  investments are recorded at
fair value.  Cash, cash  equivalents and short-term  investments as of March 31,
2001 were $3.619 billion, substantially all of which is unrestricted.

     Investments

     See Note 5 to our condensed  consolidated  financial statements included in
Item  1. A  significant  portion  of our  investments  are  in  publicly  traded
companies and are reflected at fair value which fluctuates with market changes.

     We do not have any significant contractual funding commitments with respect
to any of our investments.  However, to the extent we do not fund our investees'
non-binding  capital  calls,  we  are  subject  to  dilution  of  our  ownership
interests.  We  continually  evaluate our existing  investments,  as well as new
investment opportunities.

     Financing

     See  Notes  6 and 7 to  our  condensed  consolidated  financial  statements
included in Item 1.

     As of March 31, 2001 and December 31, 2000, our long-term  debt,  including
current  portion,  was  $10.786  billion  and  $10.811  billion,   respectively.
Excluding the effects of interest rate risk  management  instruments,  17.0% and
28.5%  of our  long-term  debt as of  March  31,  2001 and  December  31,  2000,
respectively,  was at variable  rates.  The decrease  from  December 31, 2000 to
March 31, 2001 in the  percentage of our variable rate debt was due  principally
to the effects of the January 2001 financings described below.

                                       13
<PAGE>
                      COMCAST CORPORATION AND SUBSIDIARIES
                                    FORM 10-Q
                          QUARTER ENDED MARCH 31, 2001

     In January  2001,  our indirect  wholly  owned  subsidiary,  Comcast  Cable
Communications,  Inc.  ("Comcast  Cable")  sold an  aggregate of $1.5 billion of
public debt  consisting  of $500.0  million of 6.375%  Senior Notes due 2006 and
$1.0  billion of 6.75%  Senior  Notes due 2011.  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 and bank credit facility.

     The  $25.3  million  decrease  in our  long-term  debt,  including  current
portion,  results principally from the $464.2 million aggregate reduction to the
carrying value of our 2.0%  Exchangeable  Subordinated  Debentures due 2029 (the
"ZONES")  during the three months ended March 31, 2001 (see Notes 2 and 6 to our
condensed  consolidated  financial statements included in Item 1), offset by the
effects of our net borrowings.

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

     Equity Price Risk

     During  1999,  we entered  into  cashless  collar  agreements  (the "Equity
Collars")  covering  $1.365  billion  notional  amount of investment  securities
accounted  for at fair  value.  The Equity  Collars  limit our  exposure  to and
benefits from price fluctuations in the underlying equity securities. The Equity
Collars  mature between 2001 and 2003. As we account for the Equity Collars as a
hedge,  changes in the value of the Equity Collars are  substantially  offset by
changes in the value of the  underlying  investment  securities  which were also
marked to market through accumulated other comprehensive income in our condensed
consolidated balance sheet through December 31, 2000.

     In  connection  with the  adoption of  Statement  of  Financial  Accounting
Standards  No.  133,   "Accounting   for  Derivative   Instruments  and  Hedging
Activities", as amended ("SFAS No. 133") on January 1, 2001, we reclassified our
investment  in  Sprint  PCS from an  available  for sale  security  to a trading
security. During the three months ended March 31, 2001, the decrease in the fair
value of our  investment  in Sprint  PCS of  approximately  $142.5  million  was
substantially offset by the increase in the fair value of the Equity Collars and
the decrease in the fair value of the derivative component of the ZONES.

     Interest Rate Risk

     During the three  months  ended  March 31,  2001,  interest  rate  exchange
agreements  ("Swaps")  with an aggregate  notional  amount of $27.0 million were
either  terminated  or  expired.  As of March 31,  2001,  we have  Swaps with an
aggregate  notional amount of $800.7 million having an average pay rate of 6.29%
and an average receive rate of 7.00%.

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

Statement of Cash Flows

     Cash and cash equivalents increased $16.8 million as of March 31, 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 $258.0  million for
the three months ended March 31, 2001, due  principally to our operating  income
before  depreciation and amortization  (see "Results of Operations"),  offset by
changes  in  working  capital  as  a  result  of  the  timing  of  receipts  and
disbursements and the effects of net interest and current income tax expense.

     Net cash provided by financing  activities,  which includes  borrowings and
repayments  of debt,  as well as the  issuances  and  repurchases  of our equity
securities, was $402.1 million for the three months ended March 31, 2001. During
the three months ended March 31, 2001, we borrowed $2.608 billion, consisting of
$1.491 billion of proceeds from Comcast  Cable's senior notes  offering,  $754.3
million of borrowings  under Comcast Cable's  commercial  paper program,  $212.3
million of  borrowings  under  subsidiary  revolving  lines of credit and $150.3
million of proceeds from our Zero Coupon Debentures  offering.  During the three
months ended March 31, 2001,  we repaid $2.220  billion of our  long-term  debt,
consisting

                                       14
<PAGE>
                      COMCAST CORPORATION AND SUBSIDIARIES
                                    FORM 10-Q
                          QUARTER ENDED MARCH 31, 2001

primarily of $1.375  billion of repayments  on certain of our  revolving  credit
facilities and $833.5  million of repayments  under Comcast  Cable's  commercial
paper  program.  In addition,  during the three months ended March 31, 2001,  we
received proceeds of $13.5 million related to issuances of our common stock.

     Net cash used in  investing  activities  was $643.3  million  for the three
months ended March 31, 2001. Net cash used in investing  activities includes the
effects of  acquisitions,  net of cash acquired,  of $26.4  million,  consisting
primarily of our acquisitions of cable  communications  systems,  investments of
$175.0 million, capital expenditures of $521.9 million and additions to deferred
charges of $71.7 million, offset by proceeds from sales of investments of $151.7
million.

Results of Operations

     Our  summarized  consolidated  financial  information  for the three months
ended March 31, 2001 and 2000 is as follows  (dollars in millions,  "NM" denotes
percentage is not meaningful):

<TABLE>
<CAPTION>
                                                                 Three Months Ended
                                                                      March 31,         Increase / (Decrease)
                                                                  2001        2000          $           %
                                                                ---------   ---------   ---------   ---------
<S>                                                              <C>         <C>           <C>           <C>
Revenues.....................................................    $2,196.1    $1,938.9      $257.2        13.3%
Cost of goods sold from electronic retailing.................       556.6       527.1        29.5         5.6
Operating, selling, general and administrative expenses......       998.6       824.9       173.7        21.1
                                                                ---------   ---------   ---------
Operating income before depreciation and
   amortization (1) .........................................       640.9       586.9        54.0         9.2
Depreciation.................................................       221.3       171.9        49.4        28.7
Amortization.................................................       520.1       373.8       146.3        39.1
                                                                ---------   ---------
Operating (loss) income......................................      (100.5)       41.2      (141.7)         NM
                                                                ---------   ---------
Interest expense.............................................      (182.3)     (168.6)       13.7         8.1
Investment income............................................       214.7       644.6      (429.9)      (66.7)
Expense related to indexed debt..............................                  (687.5)     (687.5)         NM
Equity in net income (losses) of affiliates..................         2.9        (2.9)        5.8          NM
Other income (expense).......................................     1,194.2       (10.8)    1,205.0          NM
Income tax (expense) benefit.................................      (485.6)       31.8      (517.4)         NM
Minority interest............................................       (26.7)      (34.2)       (7.5)      (21.9)
                                                                ---------   ---------
Income (loss) before extraordinary items and cumulative
   effect of accounting change...............................      $616.7     ($186.4)     $803.1          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>

                                       15
<PAGE>
                      COMCAST CORPORATION AND SUBSIDIARIES
                                    FORM 10-Q
                          QUARTER ENDED MARCH 31, 2001

Operating Results by Business Segment

     The following  represent the operating results of our significant  business
segments, "Cable" and "Commerce." The remaining components of our operations are
not independently  significant to our consolidated financial position or results
of operations (see Note 10 to our condensed  consolidated  financial  statements
included in Item 1).

     Cable

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

<TABLE>
<CAPTION>
                                                                  Three Months Ended
                                                                       March 31,                Increase
                                                                   2001        2000           $           %
                                                                 ---------   ---------    ---------    --------
<S>                                                               <C>         <C>           <C>          <C>
Analog video.................................................       $938.6      $844.8        $93.8        11.1%
Digital video................................................         46.2        20.6         25.6          NM
Cable modem..................................................         54.5        20.7         33.8          NM
Advertising sales............................................         66.2        58.2          8.0        13.7
Other........................................................         34.0        32.0          2.0         6.3
                                                                 ---------   ---------    ---------
     Service income..........................................      1,139.5       976.3        163.2        16.7
Operating, selling, general and
     administrative expenses.................................        651.5       539.5        112.0        20.8
                                                                 ---------   ---------    ---------    --------
Operating income before depreciation
     and amortization (a)....................................       $488.0      $436.8        $51.2        11.7%
                                                                 =========   =========    =========    ========
<FN>
---------------
(a) See footnote (1) on page 15.
</FN>
</TABLE>

     Of the $93.8 million  increase for the three month period from 2000 to 2001
in analog video service  income,  which consists of our basic,  expanded  basic,
premium and pay-per-view services,  $57.7 million is attributable to the effects
of our acquisition of Prime and the AT&T and Adelphia cable system  exchanges in
August 2000,  December  2000 and January 2001,  respectively,  and $36.1 million
relates  principally to changes in rates and subscriber growth in our historical
operations.  The increase from 2000 to 2001 in digital  video service  income is
due primarily to the addition of  approximately  201,000  digital  subscriptions
during the quarter ended March 31, 2001 and, to a lesser extent,  to the effects
of a new,  higher-priced  digital  service  offering  made in the second half of
2000.  The increase from 2000 to 2001 in cable modem service income is primarily
due to the addition of approximately  142,000 cable modem subscribers during the
quarter  ended March 31,  2001.  The increase  from 2000 to 2001 in  advertising
sales  revenue is  attributable  to the  effects of new  advertising  contracts,
market-wide  fiber  interconnects  and the continued  leveraging of our existing
fiber networks.  The increase from 2000 to 2001 in other service  income,  which
includes  installation  revenues,  guide revenues,  commissions  from electronic
retailing  and  other  product  offerings,  is  primarily  attributable  to  our
acquisition of Prime and the AT&T and Adelphia cable systems exchanges.

     The increases in operating,  selling,  general and administrative  expenses
for the three month period from 2000 to 2001 is primarily  due to the effects of
increases  in the costs of cable  programming  as a result of  changes in rates,
subscriber growth and additional channel offerings, our acquisition of Prime and
the AT&T and  Adelphia  cable  system  exchanges,  the  effects  of cable  modem
subscriber  growth,  and, to a lesser  extent,  to  increases in labor costs and
other volume related  expenses in our historical  operations.  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.

                                       16
<PAGE>
                      COMCAST CORPORATION AND SUBSIDIARIES
                                    FORM 10-Q
                          QUARTER ENDED MARCH 31, 2001


Commerce

     The following presents the operating results of our commerce segment, which
consists of QVC, Inc. and its subsidiaries (dollars in millions).


<TABLE>
<CAPTION>
                                                                  Three Months Ended
                                                                       March 31,                Increase
                                                                   2001        2000           $           %
                                                                 ---------   ---------    ---------    --------
<S>                                                               <C>         <C>           <C>           <C>
Net sales from electronic retailing..........................       $884.0      $821.0        $63.0         7.7%
Cost of goods sold from electronic retailing.................        556.6       527.1         29.5         5.6
Operating, selling, general and administrative
  expenses...................................................        154.7       149.1          5.6         3.8
                                                                 ---------   ---------    ---------    --------
Operating income before depreciation
  and amortization (a).......................................       $172.7      $144.8        $27.9        19.3%
                                                                 ---------   ---------    ---------    --------
Gross margin.................................................         37.0%       35.8%
                                                                 =========   =========
<FN>
---------------
(a) See footnote (1) on page 15.
</FN>
</TABLE>

     The  increase in net sales from  electronic  retailing  for the three month
period from 2000 to 2001 is primarily  attributable to the effects of 4.5%, 8.7%
and 13.1% increases in the average number of homes receiving QVC services in the
United States ("US"), United Kingdom ("UK") and Germany, respectively; increases
of  3.7%  and  25.6%  in  net  sales  per  home  in  the  US  and   Germany  (in
Deutschemarks),  respectively,  and a 9.6% decrease in net sales per home in the
UK (in British  pounds);  and the negative  effects of  fluctuations  in foreign
currency exchange rates during the period.

     The increases in cost of goods sold for the three month period from 2000 to
2001 is  primarily  related to the growth in net sales.  The  increase  in gross
margin 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 increase in operating, selling, general and administrative expenses for
the three month  period from 2000 to 2001 is  primarily  attributable  to higher
variable costs and personnel costs associated with the increase in sales volume.

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

     Consolidated Analysis

     The effects of our recent  acquisitions  were to increase  our revenues and
expenses, resulting in increases in our operating income before depreciation and
amortization.  The increases in our property and equipment and deferred  charges
(see Note 8 to our condensed  consolidated financial statements included in Item
1) and the  corresponding  increases in  depreciation  expense and  amortization
expense for the three month  period from 2000 to 2001 are  primarily  due to the
effects of our  acquisition of Prime in August 2000, our cable system  exchanges
with  AT&T and  Adelphia  in  December  2000 and  January  2001,  as well as our
increased levels of capital expenditures.

     Interest Expense

     The $13.7 million  increase in interest  expense for the three month period
from 2000 to 2001 is primarily  due to the effects of our  offerings of our Zero
Coupon  Debentures  in  December  2000 and of Comcast  Cable's  senior  notes in
January 2001,  offset,  in part, by the effects of our repayments and retirement
of debt.

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

                                       17
<PAGE>
                      COMCAST CORPORATION AND SUBSIDIARIES
                                    FORM 10-Q
                          QUARTER ENDED MARCH 31, 2001


     Investment Income

     During  the three  months  ended  March 31,  2001 and 2000,  we  recognized
pre-tax gains of $11.6 million and $589.4  million,  respectively,  on sales and
exchanges of certain of our investments.

     During the three months ended March 31, 2001 and 2000,  we recorded  losses
of $894.1 million and $4.9 million,  respectively, on certain of our investments
based on a decline in value that was considered  other than temporary.  The loss
for the three months ended March 31, 2001 relates  principally to our investment
in AT&T common  stock,  a portion of which was  exchanged on April 30, 2001 (see
Note 4 to our condensed consolidated financial statements included in Item 1).

     In  connection  with our  adoption  of SFAS No. 133 on January 1, 2001,  we
reclassified our investment in Sprint PCS from an available for sale security to
a trading  security.  In  connection  with this  reclassification,  we  recorded
pre-tax  investment  income  of $1.092  billion,  representing  the  accumulated
unrealized  gain on our  investment  in  Sprint  PCS  previously  recorded  as a
component of accumulated other comprehensive income.

     During the three  months ended March 31,  2001,  we recorded an  unrealized
loss on trading  securities of $126.8 million and pre-tax  investment  income of
$114.0 million related to the mark to market  adjustments on our derivatives and
hedged items.

     Expense Related to Indexed Debt

     Through  December 31, 2000, the ZONES were accounted for as an indexed debt
instrument  since the maturity  value is dependent upon the fair value of Sprint
PCS stock.  During the three months ended March 31,  2000,  we recorded  expense
related  to  indexed  debt of  $687.5  million  to  reflect  fair  value  of the
underlying Sprint PCS stock.

     Other Income (Expense)

     On January 1, 2001,  in  connection  with our cable  systems  exchange with
Adelphia  pursuant to which we received  cable  communications  systems  serving
approximately  445,000  subscribers from Adelphia in exchange for certain of our
cable  communications  systems serving  approximately  440,000  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) Benefit

     The changes in income tax (expense) benefit for the three month period from
2000 to 2001 are  primarily  the result of the  effects of changes in our income
(loss)  before  taxes  and  minority  interest,   and  non-deductible   goodwill
amortization.

     Minority Interest

     The changes in minority  interest  for the three month  period 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

     During  the  three  months  ended  March  31,   2000,   we  incurred   debt
extinguishment  costs and wrote off unamortized debt issue costs  principally in
connection with the redemption and retirement of certain indebtedness, resulting
in extraordinary losses, net of tax, of $5.1 million.

     Cumulative Effect of Accounting Change

     In connection  with the 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 three months ended March 31, 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.

                                       18
<PAGE>
                      COMCAST CORPORATION AND SUBSIDIARIES
                                    FORM 10-Q
                          QUARTER ENDED MARCH 31, 2001


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

ITEM 1.   LEGAL PROCEEDINGS

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

ITEM 6.   EXHIBITS AND REPORTS ON FORM 8-K

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

          None.

     (b)  Reports on Form 8-K:

          (i)  We filed a Current  Report on Form 8-K under Item 5 on January 4,
               2001 relating to our announcement that we had completed our cable
               systems    exchanges   with   AT&T   Corporation   and   Adelphia
               Communications Corporation.





                                       19
<PAGE>
                      COMCAST CORPORATION AND SUBSIDIARIES
                                    FORM 10-Q
                          QUARTER ENDED MARCH 31, 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: May 8, 2001


                                       20