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, 2004
                                       OR
( )  Transition  Report  pursuant  to Section  13 or 15(d) of the  Securities
     Exchange Act of 1934 for the Transition Period from ________ to ________.

                        Commission File Number 001-15471

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

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

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

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

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

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

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

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

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

As of March 31, 2004, there were 21,591,115 shares of Class A Common Stock,
916,198,519 shares of Class A Special Common Stock and 9,444,375 shares of Class
B Common Stock outstanding.

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

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

<PAGE>

                                 COMCAST HOLDINGS CORPORATION AND SUBSIDIARIES
                                                   FORM 10-Q
                                          QUARTER ENDED MARCH 31, 2004
                                               TABLE OF CONTENTS
<TABLE>
<CAPTION>
                                                                                                       Page Number
<S>                                                                                                        <C>
PART I.    FINANCIAL INFORMATION

           ITEM 1.    Financial Statements

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

                      Condensed Consolidated Statement of Operations for the Three Months
                      Ended March 31, 2004 and 2003 (Unaudited)..............................................3

                      Condensed Consolidated Statement of Cash Flows for the Three Months
                      Ended March 31, 2004 and 2003 (Unaudited)..............................................4

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

           ITEM 2.    Management's Discussion and Analysis of Financial Condition
                      and Results of Operations.............................................................14

           ITEM 3.    Quantitative and Qualitative Disclosures about Market Risk............................17

           ITEM 4.    Controls and Procedures...............................................................17

PART II.   OTHER INFORMATION

           ITEM 1.    Legal Proceedings.....................................................................17

           ITEM 6.    Exhibits and Reports on Form 8-K......................................................17

           SIGNATURES ......................................................................................18

</TABLE>

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





     This Quarterly  Report on Form 10-Q is for the three months ended March 31,
2004.  This Quarterly  Report  modifies and supersedes  documents filed prior to
this Quarterly Report.  Information that we file with the SEC in the future will
automatically  update and  supersede  information  contained  in this  Quarterly
Report. In this Quarterly Report, "Comcast Holdings," "we," "us" and "our" refer
to Comcast Holdings  Corporation and its  subsidiaries,  and "Comcast" refers to
Comcast Corporation.

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

     Our businesses maybe affected by, among other things:

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

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

<PAGE>

                  COMCAST HOLDINGS CORPORATION AND SUBSIDIARIES
                                    FORM 10-Q
                          QUARTER ENDED MARCH 31, 2004

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

ITEM 1.           FINANCIAL STATEMENTS

                                       CONDENSED CONSOLIDATED BALANCE SHEET
                                                    (Unaudited)

<TABLE>
<CAPTION>
                                                                                 (Dollars in millions, except share data)
                                                                                      March 31,    December 31,
                                                                                        2004             2003
                                                                                     ------------   ---------------
<S>                                                                                         <C>           <C>
  ASSETS
  CURRENT ASSETS
     Cash and cash equivalents..................................................            $814          $1,509
     Investments................................................................             247             139
     Accounts receivable, less allowance for doubtful accounts of $66 and $74...             402             453
     Other current assets.......................................................             181             179
                                                                                     ------------    ------------
         Total current assets...................................................           1,644           2,280
                                                                                     ------------    ------------
  NOTES RECEIVABLE FROM AFFILIATE...............................................           3,798           3,310
  DUE FROM AFFILIATES, net......................................................           1,648             943
  INVESTMENTS...................................................................           3,251           3,363
  PROPERTY AND EQUIPMENT, net of accumulated depreciation of $4,729 and $4,456..           6,381           6,571
  FRANCHISE RIGHTS..............................................................          16,620          16,620
  GOODWILL......................................................................           5,665           5,663
  OTHER INTANGIBLE ASSETS, net of accumulated amortization of $1,098 and $1,022.           1,412           1,350
  OTHER NONCURRENT ASSETS, net..................................................             272             302
                                                                                     ------------    ------------
                                                                                         $40,691         $40,402
                                                                                     ============    ============

  LIABILITIES AND STOCKHOLDERS' EQUITY
  CURRENT LIABILITIES
     Accounts payable...........................................................            $299            $303
     Accrued expenses and other current liabilities.............................           2,113           2,014
     Deferred income taxes......................................................              12              26
     Current portion of long-term debt..........................................             328             373
                                                                                     ------------    ------------
         Total current liabilities..............................................           2,752           2,716
                                                                                     ------------    ------------
  LONG-TERM DEBT, less current portion..........................................           7,832           7,828
  NOTES PAYABLE TO AFFILIATES...................................................             234              61
  DEFERRED INCOME TAXES.........................................................           8,408           8,288
  OTHER NONCURRENT LIABILITIES..................................................           2,136           2,289
  MINORITY INTEREST.............................................................             319             316
  COMMITMENTS AND CONTINGENCIES (NOTE 7)
  STOCKHOLDERS' EQUITY
     Preferred stock - authorized 20,000,000 shares; issued, zero...............
     Class A common stock, $1.00 par value - authorized,
       200,000,000 shares; issued, 21,591,115 ..................................              22              22
     Class A special common stock, $1.00 par value - authorized,
       2,500,000,000 shares; issued 916,198,519.................................             916             916
     Class B common stock, $1.00 par value - authorized, 50,000,000 shares;
       issued, 9,444,375........................................................               9               9
     Additional capital.........................................................          12,353          12,353
     Retained earnings..........................................................           5,721           5,623
     Accumulated other comprehensive loss.......................................             (11)            (19)
                                                                                     ------------    ------------
         Total stockholders' equity.............................................          19,010          18,904
                                                                                     ------------    ------------
                                                                                         $40,691         $40,402
                                                                                     ============    ============
</TABLE>

See notes to condensed consolidated financial statements.


                                                        2
<PAGE>

                                  COMCAST HOLDINGS CORPORATION AND SUBSIDIARIES
                                                    FORM 10-Q
                                          QUARTER ENDED MARCH 31, 2004
                                 CONDENSED CONSOLIDATED STATEMENT OF OPERATIONS
                                                   (Unaudited)

<TABLE>
<CAPTION>
                                                                                      (Dollars in millions)
                                                                                  Three Months Ended March 31,
                                                                                        2004           2003
                                                                                      ---------      ----------
<S>                                                                                     <C>             <C>
  REVENUES.....................................................................         $2,089          $1,881

  COSTS AND EXPENSES
      Operating (excluding depreciation).......................................            791             720
      Selling, general and administrative......................................            548             479
      Depreciation.............................................................            333             304
      Amortization.............................................................             47              46
                                                                                      ---------      ----------
                                                                                         1,719           1,549
                                                                                      ---------      ----------

  OPERATING INCOME.............................................................            370             332

  OTHER INCOME (EXPENSE)
      Interest expense.........................................................           (158)           (171)
      Interest income (expense) on affiliate notes, net........................             41              (3)
      Investment loss, net.....................................................            (52)            (30)
      Equity in net losses of affiliates.......................................             (8)            (10)
      Other expense............................................................             (5)             (1)
                                                                                      ---------      ----------
                                                                                          (182)           (215)
                                                                                      ---------      ----------

  INCOME FROM CONTINUING OPERATIONS BEFORE INCOME TAXES AND
      MINORITY INTEREST........................................................            188             117

  INCOME TAX EXPENSE...........................................................            (87)            (48)
                                                                                      ---------      ----------

  INCOME FROM CONTINUING OPERATIONS BEFORE MINORITY INTEREST...................            101              69

  MINORITY INTEREST............................................................             (3)            (12)
                                                                                      ---------      ----------

  INCOME FROM CONTINUING OPERATIONS............................................             98              57

  INCOME FROM DISCONTINUED OPERATIONS, net of tax..............................                             58
                                                                                      ---------      ----------

  NET INCOME...................................................................            $98            $115
                                                                                      =========      ==========
</TABLE>

See notes to condensed consolidated financial statements.


                                                       3
<PAGE>

                                   COMCAST HOLDINGS CORPORATION AND SUBSIDIARIES
                                                     FORM 10-Q
                                           QUARTER ENDED MARCH 31, 2004
                                  CONDENSED CONSOLIDATED STATEMENT OF CASH FLOWS
                                                    (Unaudited)

<TABLE>
<CAPTION>
                                                                                      (Dollars in millions)
                                                                                   Three Months Ended March 31,
                                                                                      2004              2003
                                                                                  -------------     -------------
<S>                                                                                        <C>              <C>
  OPERATING ACTIVITIES
     Net income...........................................................                 $98              $115
     Income from discontinued operations..................................                                   (58)
                                                                                  -------------     -------------
     Income from continuing operations....................................                  98                57
     Adjustments to reconcile net income from continuing operations
       to net cash provided by operating activities from continuing
       operations:
       Depreciation.......................................................                 333               304
       Amortization.......................................................                  47                46
       Non-cash interest expense, net.....................................                  14                 7
       Non-cash interest (income) expense on affiliate notes, net.........                 (41)                3
       Equity in net losses of affiliates.................................                   8                10
       Losses (gains) on investments and other (income) expense, net......                  62                40
       Non-cash contribution expense......................................                  23
       Minority interest..................................................                   3                12
       Deferred income taxes..............................................                  40                39
       Proceeds from sales of trading securities..........................                                    32

       Changes in operating assets and liabilities, net of effects of
         acquisitions and divestitures
         Change in accounts receivable, net...............................                  51                65
         Change in accounts payable.......................................                  (4)               66
         Change in other operating assets and liabilities.................                 132                57
                                                                                  -------------     -------------


         Net cash provided by operating activities from continuing
            operations ...................................................                 766               738
                                                                                  -------------     -------------

  FINANCING ACTIVITIES
     Proceeds from borrowings.............................................                   4               210
     Retirements and repayments of debt...................................                (269)           (1,014)
     Net transactions with affiliates.....................................                (869)              684
                                                                                  -------------     -------------

         Net cash used in financing activities from continuing operations.              (1,134)             (120)
                                                                                  -------------     -------------

  INVESTING ACTIVITIES
     Proceeds from sales (purchases) of short-term investments, net ......                   6                (8)
     Proceeds from sales of investments...................................                                   115
     Purchases of investments.............................................                 (33)              (11)
     Capital expenditures.................................................                (275)             (341)
     Additions to intangible and other noncurrent assets..................                 (25)              (18)
                                                                                  -------------     -------------

         Net cash used in investing activities from continuing operations.                (327)             (263)
                                                                                  -------------     -------------

  (DECREASE) INCREASE IN CASH AND CASH EQUIVALENTS........................                (695)              355

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

  CASH AND CASH EQUIVALENTS, end of period................................                $814              $755
                                                                                  =============     =============
</TABLE>

See notes to condensed consolidated financial statements.


                                                        4
<PAGE>

                  COMCAST HOLDINGS CORPORATION AND SUBSIDIARIES
                                    FORM 10-Q
                          QUARTER ENDED MARCH 31, 2004
              NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
                                   (Unaudited)

1.   CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

     Basis of Presentation
     We  have  prepared  these  unaudited   condensed   consolidated   financial
     statements based upon Securities and Exchange Commission ("SEC") rules that
     permit reduced  disclosure for interim  periods.  We are an indirect wholly
     owned  subsidiary  of Comcast  Corporation  ("Comcast").  Our  presentation
     differs from the consolidated  financial statements of Comcast by excluding
     both Comcast's corporate operations and certain cable operations, primarily
     those  acquired  from AT&T in November  2002 (the  Broadband  acquisition).
     Subsequent to the  Broadband  acquisition,  all of our and Comcast's  cable
     operations  are operated as a single  integrated  cable  business unit. Our
     condensed   consolidated   financial   statements   reflect   the   assets,
     liabilities,  revenues and expenses directly attributable to us, as well as
     allocations  deemed  reasonable  by  management,  to present our  financial
     position,  results of  operations  and cash flows on a  stand-alone  basis.
     These  allocations  are  further  described  in  Note  9.  All  significant
     intercompany accounts and transactions within our financial statements have
     been eliminated.

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

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

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

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

     The results of operations of QVC included  within income from  discontinued
     operations,  net of tax for the three  months  ended  March 31, 2003 are as
     follows (in millions):

       Revenues..................................................    $1,062
       Income before income taxes and minority interest..........      $172
       Income tax expense........................................       $73

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

2.   RECENT ACCOUNTING PRONOUNCEMENTS

     FIN 46/FIN 46R
     In January 2003, the Financial  Accounting  Standards Board ("FASB") issued
     Interpretation No. 46,  "Consolidation of Variable Interest Entities" ("FIN
     46"). We adopted the provisions of FIN 46 effective  January 1, 2002. Since
     our   initial   application   of  FIN  46,  the  FASB   addressed   various
     implementation  issues  regarding  the  application  of FIN 46 to  entities
     outside its  originally  interpreted  scope,  focusing  on Special  Purpose
     Entities,  or SPEs. In December  2003, the FASB revised FIN 46 ("FIN 46R"),
     which  delayed the  required  implementation  date until March 31, 2004 for
     entities that are not SPEs. The adoption of FIN 46R did not have a material
     impact on our financial condition or results of operations.

                                        5
<PAGE>

                  COMCAST HOLDINGS CORPORATION AND SUBSIDIARIES
                                    FORM 10-Q
                          QUARTER ENDED MARCH 31, 2004
        NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS - CONTINUED
                                   (Unaudited)

     EITF 03-16
     In March 2004, the Emerging Issues Task Force ("EITF")  reached a consensus
     regarding Issue No. 03-16, "Accounting for Investments in Limited Liability
     Companies"  ("EITF  03-16").  EITF 03-16  requires  investments  in limited
     liability companies ("LLCs") that have separate ownership accounts for each
     investor to be accounted  for similar to a limited  partnership  investment
     under  Statement of Position No. 78-9,  "Accounting for Investments in Real
     Estate Ventures." Investors would be required to apply the equity method of
     accounting to their  investments at a much lower  ownership  threshold than
     the 20% threshold applied under Accounting Principles Board ("APB") No. 18,
     "The Equity Method of Accounting  for  Investments  in Common  Stock." EITF
     03-16 is effective for the first period  beginning after June 15, 2004, and
     will be  applied  as a change in  accounting  principle  with a  cumulative
     effect reflected in the income  statement.  We are currently  assessing the
     impact that the adoption of EITF 03-16 will have on our financial condition
     and results of operations.

3.   INVESTMENTS

<TABLE>
<CAPTION>
                                                                                 March 31,        December 31,
                                                                                   2004               2003
                                                                              ----------------  -----------------
                                                                                        (in millions)
<S>                                                                                    <C>                <C>
     Fair value method
         Liberty.................................................                      $2,413             $2,644
         Sprint..................................................                         546                349
         Other...................................................                          92                 41
                                                                              ----------------  -----------------
                                                                                        3,051              3,034

     Equity method...............................................                         323                329
     Cost method.................................................                         124                139
                                                                              ----------------  -----------------
         Total investments.......................................                       3,498              3,502

     Less, current investments...................................                         247                139
                                                                              ----------------  -----------------
     Noncurrent investments .....................................                      $3,251             $3,363
                                                                              ================  =================
</TABLE>

     Fair Value Method
     We hold unrestricted equity investments,  which we account for as available
     for sale or trading securities,  in certain publicly traded companies.  The
     net unrealized pre-tax gains on investments  accounted for as available for
     sale  securities  as of March 31, 2004 and December 31, 2003 of $46 million
     and $42  million,  respectively,  have been  reported  in our  consolidated
     balance sheet principally as a component of accumulated other comprehensive
     loss, net of related  deferred income taxes of $16 million and $15 million,
     respectively.

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

<TABLE>
<CAPTION>
                                                                                 March 31,       December 31,
                                                                                   2004              2003
                                                                             ----------------- -----------------
<S>                                                                                       <C>               <C>
     Cost.......................................................                          $82               $44
     Unrealized gains...........................................                           46                43
     Unrealized losses..........................................                                             (1)
                                                                              ----------------  ----------------

     Fair value.................................................                         $128               $86
                                                                              ================  =================
</TABLE>




                                        6


<PAGE>

                  COMCAST HOLDINGS CORPORATION AND SUBSIDIARIES
                                    FORM 10-Q
                          QUARTER ENDED MARCH 31, 2004
        NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS - CONTINUED
                                   (Unaudited)

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

<TABLE>
<CAPTION>
                                                                                   Three Months Ended
                                                                                        March 31,
                                                                                  2004             2003
                                                                             ----------------- -----------------
<S>                                                                                      <C>               <C>
     Interest and dividend income (expense)............................                  ($6)              $4
     Gains on sales and exchanges of investments, net..................                                    22
     Investment impairment losses......................................                                   (55)
     Mark to market adjustments on trading securities..................                  (17)              (2)
     Mark to market adjustments on derivatives related
          to trading securities........................................                  (41)               3
     Mark to market adjustments on derivatives and hedged items........                   12               (2)
                                                                              ----------------  -----------------

          Investment loss, net.........................................                 ($52)            ($30)
                                                                              ================  =================
</TABLE>

4.   LONG-TERM DEBT

     The Cross-Guarantee Structure
     To simplify Comcast's capital  structure,  Comcast and certain of its cable
     holding company subsidiaries, including our wholly owned subsidiary Comcast
     Cable   Communications,   LLC  ("Comcast  Cable"),   have   unconditionally
     guaranteed  each  other's debt  securities  and  indebtedness  for borrowed
     money.  As of March 31, 2004,  $20.642 billion of Comcast's debt securities
     were entitled to the benefits of the cross-guarantee  structure,  including
     $6.697 billion of Comcast Cable's debt securities.

     Comcast  Holdings  Corporation is not a guarantor,  and none of its debt is
     guaranteed. As of March 31, 2004, $1.199 billion of debt was outstanding at
     Comcast Holdings Corporation.

     Redemption of Debt
     On March 31, 2004,  we redeemed all $250  million  principal  amount of our
     8.875% senior notes due 2007.  The  redemption  was financed with available
     cash.

     ZONES
     At maturity,  holders of our 2.0% Exchangeable  Subordinated Debentures due
     2029 (the  "ZONES")  are entitled to receive in cash an amount equal to the
     higher of the  principal  amount of the ZONES or the market value of Sprint
     common stock. Prior to maturity, each ZONES is exchangeable at the holders'
     option  for an amount of cash  equal to 95% of the  market  value of Sprint
     common  stock.  As of March 31, 2004,  the number of Sprint  shares we held
     exceeded the number of ZONES outstanding.

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

                                        7

<PAGE>

                  COMCAST HOLDINGS CORPORATION AND SUBSIDIARIES
                                    FORM 10-Q
                          QUARTER ENDED MARCH 31, 2004
        NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS - CONTINUED
                                   (Unaudited)

<TABLE>
<CAPTION>
                                                                       ZONES
                                                           ----------------------------
                                                                Three Months Ended
                                                                      March 31,
                                                              2004             2003
                                                           ------------    ------------
<S>                                                               <C>             <C>
            Balance at Beginning of Period:
                Debt component.....................               $515            $491
                Derivative component...............                268             208
                                                           ------------    ------------
                   Total...........................                783             699

            Change in debt component
                to interest expense................                  6               6
            Change in derivative component
                to investment loss, net............                169              (1)

            Balance at End of Period:
                Debt component.....................                521             497
                Derivative component...............                437             207
                                                           ------------    ------------

                   Total...........................               $958            $704
                                                           ============    ============
</TABLE>

     Interest Rates
     Excluding the derivative component of the ZONES whose changes in fair value
     are recorded to  investment  loss,  net,  our  effective  weighted  average
     interest  rate was 7.47% and 7.56% as of March 31,  2004 and  December  31,
     2003, respectively.

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

     Lines and Letters of Credit
     As of March 31, 2004, we and certain of our  subsidiaries  had unused lines
     of credit of $287 million under our respective credit facilities.

     As of March  31,  2004,  we and  certain  of our  subsidiaries  had  unused
     irrevocable  standby  letters  of  credit  totaling  $13  million  to cover
     potential fundings under various agreements.

5.   STOCKHOLDERS' EQUITY

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

     The  following  table  illustrates  the effect that applying the fair value
     recognition  provisions of SFAS No. 123 to stock-based  compensation  would
     have  had  on  net  income.  Upon  further  analysis  during  2003,  it was
     determined  that the  expected  option  lives for options  granted in prior
     years should have been 7 years rather than the 8 years used




                                        8

<PAGE>

                  COMCAST HOLDINGS CORPORATION AND SUBSIDIARIES
                                    FORM 10-Q
                          QUARTER ENDED MARCH 31, 2004
        NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS - CONTINUED
                                   (Unaudited)

     previously.  The amounts in the table reflect this revision for all periods
     presented.  Total stock-based compensation expense was determined under the
     fair value method for all awards using the accelerated  recognition  method
     as  permitted  under SFAS No. 123  (dollars in  millions,  except per share
     data):

<TABLE>
<CAPTION>
                                                                       Three Months Ended
                                                                            March 31,
                                                                          2004       2003
                                                                      ----------  ----------
<S>                                                                         <C>        <C>
            Net income, as reported...............................          $98        $115

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

            Deduct:  Total stock-based compensation expense
                     determined under fair value based method
                     for all awards relating to continuing operations,
                     net of related tax effects...................          (18)        (19)

            Deduct:  Total stock-based compensation expense
                     determined under fair value based method for all
                     awards relating to discontinued operations,
                     net of related tax effects...................                       (3)
                                                                      ----------  ----------

            Pro forma, net income.................................          $82         $94
                                                                      ==========  ==========
</TABLE>

     The pro forma effect on net income for the interim periods by applying SFAS
     No. 123 may not be indicative of the effect on net income or loss in future
     years  since  SFAS  No.  123 does not take  into  consideration  pro  forma
     compensation  expense  related to awards  made prior to January 1, 1995 and
     also because additional awards in future years are anticipated.

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

<TABLE>
<CAPTION>
                                                                Three Months Ended
                                                                     March 31,
                                                                 2004       2003
                                                              ---------  ----------
<S>                                                                 <C>        <C>
       Net income..........................................         $98        $115
       Unrealized losses on marketable securities..........                     (37)
       Reclassification adjustments for losses
           included in net income..........................           8          22
       Foreign currency translation gains..................                       6
                                                               ---------  ----------
       Comprehensive income................................        $106        $106
                                                               =========  ==========
</TABLE>

6.   STATEMENT OF CASH FLOWS - SUPPLEMENTAL INFORMATION

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




                                        9

<PAGE>

                  COMCAST HOLDINGS CORPORATION AND SUBSIDIARIES
                                    FORM 10-Q
                          QUARTER ENDED MARCH 31, 2004
        NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS - CONTINUED
                                   (Unaudited)

<TABLE>
<CAPTION>
                                                                Three Months Ended
                                                                       March 31,
                                                                  2004        2003
                                                               ---------  ----------
<S>                                                                 <C>        <C>
       Interest............................................         $95        $106
       Income taxes........................................         $17         $11
</TABLE>

     During 2004, we transferred  certain  assets to Comcast  through a non-cash
     intercompany transaction in the amount of $43 million.

7.   COMMITMENTS AND CONTINGENCIES

     Contingencies

     At Home
     -------

     Litigation  has been filed  against us as a result of our  alleged  conduct
     with respect to our  investment in and  distribution  relationship  with At
     Home  Corporation.  At Home was a provider of high-speed  Internet services
     that filed for bankruptcy  protection in September 2001. Filed actions are:
     (i) class action  lawsuits  against us, Brian L. Roberts (our President and
     Chief  Executive  Officer and a  director),  AT&T (the  former  controlling
     shareholder  of At  Home  and  also a  former  distributor  of the At  Home
     service) and other  corporate  and  individual  defendants  in the Superior
     Court of San Mateo County, California,  alleging breaches of fiduciary duty
     in  connection  with  transactions  agreed to in March  2000 among At Home,
     AT&T,  Cox  Communications,  Inc. (Cox is also an investor in At Home and a
     former  distributor  of the At Home  service)  and us;  (ii)  class  action
     lawsuits against Comcast Cable Communications,  LLC, AT&T and others in the
     United  States  District  Court  for the  Southern  District  of New  York,
     alleging  securities law violations and common law fraud in connection with
     disclosures  made by At Home in 2001;  and (iii) a lawsuit  brought  in the
     United States District Court for the District of Delaware in the name of At
     Home by certain At Home bondholders  against us, Brian L. Roberts,  Cox and
     others,  alleging  breaches of  fiduciary  duty  relating to the March 2000
     transactions  and  seeking  recovery of alleged  short-swing  profits of at
     least $600 million pursuant to Section 16(b) of the Securities Exchange Act
     of 1934  purported to have arisen in connection  with certain  transactions
     relating to At Home stock effected  pursuant to the March 2000  agreements.
     The actions in San Mateo County,  California have been stayed by the United
     States Bankruptcy Court for the Northern District of California,  the court
     in  which  At  Home  filed  for  bankruptcy,  as  violating  the  automatic
     bankruptcy  stay. In the Southern  District of New York actions,  the court
     ordered  the  actions  consolidated  into  a  single  action.  All  of  the
     defendants  served  motions to  dismiss on  February  11,  2003.  The court
     dismissed the common law claims against us and Mr. Roberts,  leaving only a
     claim for "control person"  liability under the Securities  Exchange Act of
     1934.  In a subsequent  decision,  the court  limited the  remaining  claim
     against us and Mr.  Roberts to  disclosures  that are  alleged to have been
     made by At Home  prior to  August  28,  2000.  The  Delaware  case has been
     transferred to the United States  District Court for the Southern  District
     of New York, and we have moved to dismiss the Section 16(b) claims.

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

     Other
     -----

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




                                       10

<PAGE>

                  COMCAST HOLDINGS CORPORATION AND SUBSIDIARIES
                                    FORM 10-Q
                          QUARTER ENDED MARCH 31, 2004
        NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS - CONTINUED
                                   (Unaudited)

8. FINANCIAL DATA BY BUSINESS SEGMENT

     Our  reportable  segments  consist  of our  Cable and  Content  businesses.
     Beginning  in the  first  quarter  of 2004,  although  they do not meet the
     quantitative  disclosure  requirements of SFAS No. 131,  "Disclosures About
     Segments of an  Enterprise  and Related  Information,"  we have  elected to
     separately  disclose our content  businesses as a reportable  segment.  Our
     content segment consists of our national networks E!  Entertainment,  Style
     Network, The Golf Channel, Outdoor Life Network and G4. As a result of this
     change,  we have presented the comparable 2003 Content segment amounts.  In
     evaluating our segments' profitability, the components of net income (loss)
     below operating income (loss) before  depreciation and amortization are not
     separately evaluated by our management (in millions).
<TABLE>
<CAPTION>
                                                                                Corporate
                                                                                   and
                                                         Cable (1)   Content    Other (2)    Total
<S>                                                         <C>          <C>          <C>     <C>
       Three Months Ended March 31, 2004
       ---------------------------------
       Revenues (3)..................................        $1,819       $176         $94     $2,089
       Operating income (loss) before depreciation
       and amortization (4)..........................           739         69         (58)       750
       Depreciation and amortization.................           329         35          16        380
       Operating income (loss).......................           410         34         (74)       370
       Capital expenditures..........................           261          4          10        275

       Three Months Ended March 31, 2003
       ---------------------------------
       Revenues (3)..................................        $1,645       $145         $91     $1,881
       Operating income (loss) before depreciation
       and amortization (4)..........................           675         41         (34)       682
       Depreciation and amortization.................           299         32          19        350
       Operating income (loss).......................           376          9         (53)       332
       Capital expenditures..........................           335          3           3        341

       As of March 31, 2004
       --------------------
       Assets........................................       $35,379     $2,067      $3,245    $40,691

       As of December 31, 2003
       -----------------------
       Assets........................................       $34,952     $2,110      $3,340    $40,402
     ---------------
<FN>
     (1)  Our regional programming networks Comcast SportsNet, Comcast SportsNet
          Mid-Atlantic,  Comcast SportsNet  Chicago,  Cable Sports Southeast and
          CN8-The Comcast Network are included in our cable segment.
     (2)  Corporate and other includes corporate activities, elimination entries
          and all  other  businesses  not  presented  in our  cable  or  content
          segments.  Assets  included in this caption  consist  primarily of our
          investments (see Note 3).
     (3)  Non-US revenues were not significant in any period. No single customer
          accounted for a significant amount of our revenue in any period.
     (4)  Operating  income  (loss)  before  depreciation  and  amortization  is
          defined as operating  income  before  depreciation  and  amortization,
          impairment charges, if any, related to fixed and intangible assets and
          gains  or  losses  from  the  sale of  assets,  if any.  As  such,  it
          eliminates  the  significant   level  of  non-cash   depreciation  and
          amortization expense that results from the capital intensive nature of
          our   businesses  and   intangible   assets   recognized  in  business
          combinations, and is unaffected by our capital structure or investment
          activities.  Our management and Board of Directors use this measure in
          evaluating our  consolidated  operating  performance and the operating
          performance of all of our operating  segments.  This metric is used to
          allocate  resources  and capital to our  operating  segments  and is a
          significant component of our annual incentive  compensation  programs.
          We believe  that this measure is also useful to investors as it is one
          of the  bases for  comparing  our  operating  performance  with  other
          companies in our industries,  although our measure may not be directly
          comparable to similar measures used by other  companies.  This measure
          should not be considered as a substitute for operating




                                       11

<PAGE>

                  COMCAST HOLDINGS CORPORATION AND SUBSIDIARIES
                                    FORM 10-Q
                          QUARTER ENDED MARCH 31, 2004
        NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS - CONTINUED
                                   (Unaudited)

          income  (loss),  net income  (loss),  net cash  provided by  operating
          activities or other measures of  performance or liquidity  reported in
          accordance with generally accepted accounting principles.
</FN>
</TABLE>

9.   RELATED PARTY TRANSACTIONS

     Our content  businesses  generate a portion of their  revenues  through the
     sale  of  subscriber  services  under  affiliation  agreements  with  cable
     subsidiaries  of  Comcast.  These  amounts,  which are  included in service
     revenues in our  consolidated  statement of operations,  totaled $9 million
     for each of the three months ended March 31, 2004 and 2003. Amounts related
     to similar  affiliation  agreements  between our content businesses and our
     wholly owned  subsidiaries  are  eliminated in our  consolidated  financial
     statements.

     Comcast has entered into management agreements with our cable subsidiaries.
     The  management  agreements  generally  provide that Comcast  supervise the
     management  and  operations  of the  cable  systems  and  arrange  for  and
     supervise  certain  administrative  functions.  As  compensation  for  such
     services,  the  agreements  provide for Comcast to charge  management  fees
     based on a percentage of gross revenues.  These charges, which are included
     in  selling,  general  and  administrative  expenses  in  our  consolidated
     statement of operations,  totaled $39 million and $37 million for the three
     months ended March 31, 2004 and 2003, respectively.

     We reimburse Comcast for certain  cable-related  costs under a cost sharing
     agreement.  These  charges,  which are  included  in  selling,  general and
     administrative  expenses  in  our  consolidated  statement  of  operations,
     totaled $53 million  and $33 million for the three  months  ended March 31,
     2004 and 2003, respectively.

     We  purchase  certain  other  services  from  Comcast  under  cost  sharing
     arrangements on terms that reflect  Comcast's  actual cost.  These charges,
     which are included in selling,  general and administrative  expenses in our
     consolidated  statement of operations,  totaled $48 million and $38 million
     for the three months ended March 31, 2004 and 2003, respectively.

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

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

     As of March 31, 2004 and  December  31, 2003,  due from  affiliates  in our
     consolidated  balance sheet primarily  consists of amounts due from Comcast
     and from  certain  cable  subsidiaries  of Comcast for advances we made for
     working  capital  and  capital  expenditures  in  the  ordinary  course  of
     business.

     As of March 31, 2004 and December 31, 2003, notes receivable from affiliate
     consists of an aggregate  of $3.766  billion and $3.284  billion  principal
     amount,   respectively,   of  notes  receivable  from  Comcast.  The  notes
     receivable  bear  interest at rates  ranging  from 5.0% to 7.5% and are due
     between 2012 and 2013.  As of March 31, 2004 and  December 31, 2003,  notes
     receivable   from   affiliate   includes   $32  million  and  $26  million,
     respectively, of interest receivable related to the notes.

     As of March 31, 2004 and  December 31, 2003,  notes  payable to  affiliates
     consists of an aggregate of $228 million and $58 million  principal amount,
     respectively, of notes payable to Comcast and certain cable subsidiaries of
     Comcast. The notes payable bear interest at rates ranging from 5.0% to 7.5%
     and are due between




                                       12
<PAGE>

                  COMCAST HOLDINGS CORPORATION AND SUBSIDIARIES
                                    FORM 10-Q
                          QUARTER ENDED MARCH 31, 2004
        NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS - CONCLUDED
                                   (Unaudited)



     2012 and 2013. As of March 31, 2004 and December 31, 2003, notes payable to
     affiliates  includes $6 million and $3 million,  respectively,  of interest
     payable related to the notes.

     QVC, a discontinued  operation,  has an affiliation  agreement with certain
     cable  subsidiaries  of Comcast to carry QVC's  programming.  In return for
     carrying QVC programming,  QVC pays these Comcast subsidiaries an allocated
     portion,  based  upon  market  share,  of a  percentage  of  net  sales  of
     merchandise  sold to QVC customers  located in their service  areas.  These
     amounts,  which are included in income from discontinued  operations in our
     consolidated  statement of operations,  totaled $4 million during the three
     months  ended  March 31,  2003.  Amounts  related to a similar  affiliation
     agreement between QVC and our wholly owned subsidiaries, which are included
     in  service  revenues  and  income  from  discontinued  operations  in  our
     consolidated  statement of operations,  totaled $6 million during the three
     months ended March 31, 2003.





                                       13
<PAGE>


                  COMCAST HOLDINGS CORPORATION AND SUBSIDIARIES
                                    FORM 10-Q
                          QUARTER ENDED MARCH 31, 2004


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


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

Overview

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

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

Business Developments

     There were no  significant  acquisitions  or events since those reported in
our December 31, 2003 Annual Report on Form 10-K.

Results of Continuing Operations

     Revenues

     Consolidated  revenues for the first quarter of 2004 increased $208 million
from the same quarter in 2003.  Of this  increase,  $174 million  relates to our
cable segment,  which is discussed  separately below. The remaining  increase is
primarily the result of our content  segment,  which achieved  combined  revenue
growth of 21.7% during the first quarter of 2004 compared to the same quarter in
2003.  This  increase in our  content  segment  was the result of  increases  in
distribution revenues and in advertising revenue.

     Operating, selling, general and administrative expenses

     Consolidated  operating,  selling,  general and administrative expenses for
the first quarter of 2004  increased $140 million from the same quarter in 2003.
Of this increase,  $110 million relates to our cable segment, which is discussed
separately below. The remaining increase is primarily the result of increases in
corporate expenses.

     Depreciation

     Depreciation  expense  increased  $29 million for the first quarter of 2004
compared to the same quarter in 2003,  primarily  relating to our cable segment.
This increase is principally due to our recent capital expenditures.

     Amortization

     Amortization  expense  increased  $1 million for the first  quarter of 2004
compared  to the same  quarter  in 2003,  remaining  stable  primarily  due to a
reduction in acquisition activity.





                                       14
<PAGE>

                  COMCAST HOLDINGS CORPORATION AND SUBSIDIARIES
                                    FORM 10-Q
                          QUARTER ENDED MARCH 31, 2004


Cable Segment Operating Results

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

<TABLE>
<CAPTION>
                                                                    Three Months Ended
                                                                         March 31,                Increase
                                                                     2004        2003           $           %
                                                                   ----------  ----------   ----------  ----------
<S>                                                                   <C>         <C>             <C>         <C>
  Video.......................................................        $1,300      $1,230          $70         5.7%
  High-speed Internet.........................................           287         204           83        40.7
  Advertising sales...........................................           105          92           13        14.1
  Other.......................................................            71          68            3         4.4
  Franchise fees..............................................            56          51            5         9.8
                                                                   ----------  ----------   ----------  ----------
       Revenues................................................        1,819       1,645          174        10.6
  Operating, selling, general and administrative expenses......        1,080         970          110        11.3
                                                                   ----------  ----------   ----------  ----------
  Operating income before depreciation
       and amortization (a)....................................         $739        $675          $64         9.5%
                                                                   ==========  ==========   ==========  ==========
---------------
<FN>
(a)  Operating  income  before  depreciation  and  amortization  is  defined  as
     operating income before depreciation and amortization,  impairment charges,
     if any, related to fixed and intangible assets and gains or losses from the
     sale of assets,  if any. As such, it eliminates  the  significant  level of
     non-cash  depreciation  and  amortization  expense  that  results  from the
     capital intensive nature of our businesses and intangible assets recognized
     in business  combinations,  and is unaffected  by our capital  structure or
     investment  activities.  Our  management  and Board of  Directors  use this
     measure  in  evaluating  our  consolidated  operating  performance  and the
     operating performance of all of our operating segments. This metric is used
     to  allocate  resources  and  capital to our  operating  segments  and is a
     significant  component of our annual incentive  compensation  programs.  We
     believe  that this  measure is also useful to investors as it is one of the
     bases for comparing our operating  performance  with other companies in our
     industries,  although our measure may not be directly comparable to similar
     measures used by other  companies.  Because we use operating  income before
     depreciation and amortization as the measure of our segment profit or loss,
     we reconcile it to operating income, the most directly comparable financial
     measure  calculated  and presented in accordance  with  Generally  Accepted
     Accounting  Principles  (GAAP),  in the  business  segment  footnote to our
     financial statements. This measure should not be considered as a substitute
     for  operating  income  (loss),  net income  (loss),  net cash  provided by
     operating activities or other measures of performance or liquidity reported
     in accordance with GAAP.
</FN>
</TABLE>

     Revenues

     Video revenue consists of our basic, expanded basic, premium, pay-per-view,
equipment  and digital  cable  services.  The increase in video  revenue for the
interim  period  from  2003 to  2004 is  primarily  due to the  effects  of rate
increases in our  traditional  video service and growth in digital  subscribers.
From March 31, 2003 to March 31, 2004, we added  approximately  432,000  digital
subscribers,  or an 18.6% increase in digital  subscribers.  We expect continued
growth in our video services revenue.

     The increase in  high-speed  Internet  revenue for the interim  period from
2003  to  2004  is  primarily  due  to the  addition  of  approximately  651,000
high-speed  Internet  subscribers  from March 31, 2003 to March 31,  2004,  or a
37.9%  increase  in  high-speed  Internet   subscribers.   We  expect  continued
high-speed  Internet revenue growth as overall demand for our services continues
to increase.

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

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

     The increase in franchise fees collected from our cable subscribers for the
interim  period from 2003 to 2004 is primarily  attributable  to the increase in
our revenues upon which the fees apply.



                                       15

<PAGE>

                  COMCAST HOLDINGS CORPORATION AND SUBSIDIARIES
                                    FORM 10-Q
                          QUARTER ENDED MARCH 31, 2004

Expenses

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

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

Consolidated Income (Expense) Items

     Interest Expense

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

     Interest Income (Expense) on Affiliate Notes, Net

     The change in interest  income  (expense) on affiliate  notes,  net for the
interim  period from 2003 to 2004 is due to an increase in our notes  receivable
from affiliate during 2003.


     Investment Loss, Net

     Investment  loss,  net for the interim  periods  includes the following (in
millions):

<TABLE>
<CAPTION>
                                                                    Three Months Ended
                                                                         March 31,
                                                                     2004        2003
                                                                 ----------  ----------
<S>                                                                    <C>          <C>
Interest and dividend income (expense)........................         ($6)         $4
Gains on sales and exchanges of investments, net..............                      22
Investment impairment losses..................................                     (55)
Mark to market adjustments on trading securities..............         (17)         (2)
Mark to market adjustments on derivatives
     related to trading securities............................         (41)          3
Mark to market adjustments on derivatives and hedged items....          12          (2)
                                                                 ----------  ----------

     Investment loss, net....................................         ($52)       ($30)
                                                                 ==========  ==========
</TABLE>

     We have entered into derivative  financial  instruments that we account for
at fair value and which  economically hedge the market price fluctuations in the
common stock of certain of our investments  accounted for as trading securities.
Investment loss, net includes the fair value adjustments  related to our trading
securities and derivative financial instruments. The change in the fair value of
our investments accounted for as trading securities,  with the exception in 2004
of the mark to market  adjustment  on  approximately  116 million  shares of our
Liberty common shares discussed below, was  substantially  offset by the changes
in the fair value of the related derivatives.

     We are  exposed to changes in the fair value of  approximately  116 million
shares of Liberty common stock we hold and account for as a trading  security as
we have  not  entered  into a  corresponding  derivative  to hedge  this  market
exposure.  Accordingly, our investment income (loss) is affected by fluctuations
in the fair value of the Liberty  common  stock.  Investment  loss,  net for the
first quarter of 2004 includes a loss of $110 million  related to this financial
instrument.

     Income Tax Expense

     The change in income tax expense  for the interim  period from 2003 to 2004
is primarily the result of the effects of changes in our income before taxes and
minority interest.

     Minority Interest

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

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

                                       16
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                  COMCAST HOLDINGS CORPORATION AND SUBSIDIARIES
                                    FORM 10-Q
                          QUARTER ENDED MARCH 31, 2004


ITEM 3.       QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

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

ITEM 4.       CONTROLS AND PROCEDURES

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

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

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

ITEM 1.       LEGAL PROCEEDINGS

       Refer to Note 7 to our condensed financial  statements included in Item 1
       of this  Quarterly  Report  on  Form  10-Q  for a  discussion  of  recent
       developments related to our legal proceedings.

ITEM 6.       EXHIBITS AND REPORTS ON FORM 8-K

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

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

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

     (b) Reports on Form 8-K:

         None.







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                                   SIGNATURES

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


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



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


  Date: May 14, 2004








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