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, 2000
                                       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, 2000,  there were  873,837,065  shares of Class A Special Common
Stock, 23,854,080 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, 2000

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

          ITEM 1. Financial Statements

                  Condensed Consolidated Balance Sheet as of
                  March 31, 2000 and December 31, 1999 (Unaudited).............2

                  Condensed Consolidated Statement of
                  Operations and Accumulated Deficit for the
                  Three Months Ended March 31, 2000 and 1999 (Unaudited).......3

                  Condensed Consolidated Statement of Cash Flows for the
                  Three Months Ended March 31, 2000 and 1999 (Unaudited).......4

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

          ITEM 2. Management's Discussion and Analysis of Financial
                  Condition and Results of Operations....................14 - 19

PART II.  OTHER INFORMATION

          ITEM 1. Legal Proceedings...........................................20

          ITEM 6. Exhibits and Reports on Form 8-K............................20

          SIGNATURE...........................................................21
                       -----------------------------------

     This Quarterly  Report on Form 10-Q is for the three months ended March 31,
2000.  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 in the past acquired and we will be 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  must 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,  the  cable  communications  industry  and the  provision  of
programming content may be affected by, among other things:

     o    changes in laws and regulations,
     o    changes in the competitive environment,
     o    changes in technology,
     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, 2000

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,
                                                                                            2000          1999
                                                                                         ---------     ---------
<S>                                                                                      <C>           <C>
ASSETS
CURRENT ASSETS
   Cash and cash equivalents.........................................................       $750.6        $922.2
   Investments.......................................................................      4,841.9       7,606.0
   Accounts receivable, less allowance for doubtful accounts of $150.3 and $136.6....        654.6         673.3
   Inventories, net..................................................................        374.8         402.8
   Other current assets..............................................................         93.2         100.1
                                                                                         ---------     ---------
       Total current assets..........................................................      6,715.1       9,704.4
                                                                                         ---------     ---------
INVESTMENTS..........................................................................      6,542.9       5,548.8
                                                                                         ---------     ---------
PROPERTY AND EQUIPMENT...............................................................      6,404.6       5,153.2
   Accumulated depreciation..........................................................     (1,640.0)     (1,700.9)
                                                                                         ---------     ---------
   Property and equipment, net.......................................................      4,764.6       3,452.3
                                                                                         ---------     ---------
DEFERRED CHARGES.....................................................................     23,516.2      12,722.1
   Accumulated amortization..........................................................     (2,894.0)     (2,742.0)
                                                                                         ---------     ---------
   Deferred charges, net.............................................................     20,622.2       9,980.1
                                                                                         ---------     ---------
                                                                                         $38,644.8     $28,685.6
                                                                                         =========     =========
LIABILITIES AND STOCKHOLDERS' EQUITY
CURRENT LIABILITIES
   Accounts payable and accrued expenses.............................................     $2,516.5      $2,786.5
   Accrued interest..................................................................        167.3         104.5
   Deferred income taxes.............................................................      1,363.4       2,118.6
   Current portion of long-term debt.................................................        128.8         517.5
                                                                                         ---------     ---------
       Total current liabilities.....................................................      4,176.0       5,527.1
                                                                                         ---------     ---------
LONG-TERM DEBT, less current portion (including adjustment to carrying value of
   $1,353.5 and $666.0)..............................................................     10,805.6       8,707.2
                                                                                         ---------     ---------
DEFERRED INCOME TAXES................................................................      5,966.0       3,150.5
                                                                                         ---------     ---------
MINORITY INTEREST AND OTHER..........................................................        877.0         959.5
                                                                                         ---------     ---------
COMMITMENTS AND CONTINGENCIES
COMMON EQUITY PUT OPTIONS............................................................         82.0
                                                                                         ---------     ---------
STOCKHOLDERS' EQUITY
   Preferred stock - authorized, 20,000,000 shares; 5.25% series B mandatorily
     redeemable convertible, $1,000 par value; issued, 577,116 and 569,640
     at redemption value.............................................................        577.1         569.6
   Class A special common stock, $1 par value - authorized, 2,500,000,000 shares;
     issued, 897,161,976 and 716,442,482; outstanding, 873,837,065 and 716,442,482 ..        873.8         716.4
   Class A common stock, $1 par value - authorized,
     200,000,000 shares; issued, 23,854,080 and 25,993,380...........................         23.9          26.0
   Class B common stock, $1 par value - authorized,
     50,000,000 shares; issued, 9,444,375............................................          9.4           9.4
   Additional capital................................................................     11,108.8       3,527.0
   Accumulated deficit...............................................................       (975.9)       (619.8)
   Accumulated other comprehensive income............................................      5,121.1       6,112.7
                                                                                         ---------     ---------
       Total stockholders' equity....................................................     16,738.2      10,341.3
                                                                                         ---------     ---------
                                                                                         $38,644.8     $28,685.6
                                                                                         =========     =========
</TABLE>
See notes to condensed consolidated financial statements.

                                        2
<PAGE>
                      COMCAST CORPORATION AND SUBSIDIARIES
                                    FORM 10-Q
                          QUARTER ENDED MARCH 31, 2000
     CONDENSED CONSOLIDATED STATEMENT OF OPERATIONS AND ACCUMULATED DEFICIT
                                   (Unaudited)

<TABLE>
<CAPTION>
                                                                       (Amounts in millions, except per share data)
                                                                                Three Months Ended March 31,
                                                                                      2000           1999
                                                                                    ---------      ---------
<S>                                                                                <C>            <C>
REVENUES
    Service income.........................................................          $1,117.9         $724.4
    Net sales from electronic retailing....................................             741.3          649.6
                                                                                    ---------      ---------
                                                                                      1,859.2        1,374.0
                                                                                    ---------      ---------
COSTS AND EXPENSES
    Operating..............................................................             548.9          373.6
    Cost of goods sold from electronic retailing...........................             447.4          390.5
    Selling, general and administrative....................................             276.0          184.8
    Depreciation...........................................................             171.9          116.6
    Amortization...........................................................             373.8          121.9
                                                                                    ---------      ---------
                                                                                      1,818.0        1,187.4
                                                                                    ---------      ---------
OPERATING INCOME...........................................................              41.2          186.6
OTHER (INCOME) EXPENSE
    Interest expense.......................................................             168.6          111.2
    Investment income......................................................            (644.6)        (127.8)
    Expense related to indexed debt........................................             687.5
    Equity in net losses (income) of affiliates............................               2.9           (1.1)
    Other expense (income).................................................              10.8           (0.2)
                                                                                    ---------      ---------
                                                                                        225.2          (17.9)
                                                                                    ---------      ---------
(LOSS) INCOME FROM CONTINUING OPERATIONS BEFORE INCOME
    TAX, MINORITY INTEREST AND EXTRAORDINARY ITEMS.........................            (184.0)         204.5
INCOME TAX (BENEFIT) EXPENSE...............................................             (31.8)          87.4
                                                                                    ---------      ---------
(LOSS) INCOME FROM CONTINUING OPERATIONS BEFORE
    MINORITY INTEREST AND EXTRAORDINARY ITEMS..............................            (152.2)         117.1
MINORITY INTEREST..........................................................              34.2           15.3
                                                                                    ---------      ---------
(LOSS) INCOME FROM CONTINUING OPERATIONS BEFORE
    EXTRAORDINARY ITEMS....................................................            (186.4)         101.8
LOSS FROM DISCONTINUED OPERATIONS, net of income tax
    benefit of $11.9 in 1999...............................................                             20.1
                                                                                    ---------      ---------
(LOSS) INCOME BEFORE EXTRAORDINARY ITEMS...................................            (186.4)          81.7
EXTRAORDINARY ITEMS........................................................              (5.1)          (0.7)
                                                                                    ---------      ---------
NET (LOSS) INCOME..........................................................            (191.5)          81.0
PREFERRED DIVIDENDS........................................................              (7.5)          (7.5)
                                                                                    ---------      ---------
NET (LOSS) INCOME FOR COMMON STOCKHOLDERS..................................           ($199.0)         $73.5
                                                                                    =========      =========
ACCUMULATED DEFICIT
    Beginning of period....................................................           ($619.8)     ($1,488.2)
    Net (loss) income......................................................            (191.5)          81.0
    Retirement of common stock.............................................            (164.6)          (9.6)
                                                                                    ---------      ---------
    End of period..........................................................           ($975.9)     ($1,416.8)
                                                                                    =========      =========
BASIC (LOSS) EARNINGS FOR COMMON STOCKHOLDERS PER COMMON SHARE
    (Loss) income from continuing operations before extraordinary items....             ($.23)          $.13
    Loss from discontinued operations......................................                             (.03)
    Extraordinary items....................................................              (.01)
                                                                                    ---------      ---------
       Net (loss) income...................................................             ($.24)          $.10
                                                                                    =========      =========
BASIC WEIGHTED AVERAGE NUMBER OF COMMON SHARES OUTSTANDING.................             836.6          741.4
                                                                                    =========      =========
DILUTED (LOSS) EARNINGS FOR COMMON STOCKHOLDERS PER COMMON SHARE
    (Loss) income from continuing operations before extraordinary items....             ($.23)          $.12
    Loss from discontinued operations......................................                             (.02)
    Extraordinary items....................................................              (.01)
                                                                                    ---------      ---------
       Net (loss) income...................................................             ($.24)          $.10
                                                                                    =========      =========
DILUTED WEIGHTED AVERAGE NUMBER OF COMMON SHARES OUTSTANDING...............             836.6          814.9
                                                                                    =========      =========
</TABLE>
See notes to condensed consolidated financial statements.

                                        3
<PAGE>
                      COMCAST CORPORATION AND SUBSIDIARIES
                                    FORM 10-Q
                          QUARTER ENDED MARCH 31, 2000
                 CONDENSED CONSOLIDATED STATEMENT OF CASH FLOWS
                                   (Unaudited)

<TABLE>
<CAPTION>
                                                                                         (Dollars in millions)
                                                                                      Three Months Ended March 31,
                                                                                          2000           1999
                                                                                        ---------      --------
<S>                                                                                       <C>             <C>
OPERATING ACTIVITIES
   Net (loss) income................................................................      ($191.5)        $81.0
   Adjustments to reconcile net (loss) income to net cash (used in) provided
    by operating activities from continuing operations:
     Depreciation...................................................................        171.9         116.6
     Amortization...................................................................        373.8         121.9
     Non-cash interest income, net..................................................        (13.3)         (1.4)
     Non-cash expense related to indexed debt.......................................        687.5
     Equity in net losses (income) of affiliates....................................          2.9          (1.1)
     Gains on investments, net......................................................       (590.7)       (101.2)
     Minority interest..............................................................         34.2          15.3
     Loss from discontinued operations..............................................                       20.1
     Extraordinary items............................................................          5.1           0.7
     Deferred income taxes and other................................................       (253.6)         25.3
                                                                                        ---------      --------
                                                                                            226.3         277.2
     Changes in working capital.....................................................       (369.8)         23.1
                                                                                        ---------      --------
           Net cash (used in) provided by operating activities from
               continuing operations................................................       (143.5)        300.3
                                                                                        ---------      --------
FINANCING ACTIVITIES
   Proceeds from borrowings.........................................................         88.2         778.3
   Retirement and repayment of debt.................................................       (700.7)        (66.4)
   Repurchases of common stock, net.................................................       (109.1)         (3.5)
   Dividends........................................................................                       (9.0)
   Deferred financing costs.........................................................                      (14.4)
                                                                                        ---------      --------
           Net cash (used in) provided by financing activities from
               continuing operations................................................       (721.6)        685.0
                                                                                        ---------      --------
INVESTING ACTIVITIES
   Acquisitions, net of cash acquired...............................................        (75.3)
   Proceeds from sales of (purchases of) short-term investments, net................        663.0         (40.6)
   Purchases of investments.........................................................       (174.9)       (116.4)
   Proceeds from sales of investments...............................................        649.2          50.7
   Capital expenditures.............................................................       (289.1)       (122.4)
   Additions to deferred charges....................................................        (79.4)        (78.6)
                                                                                        ---------      --------
           Net cash provided by (used in) investing activities
               from continuing operations...........................................        693.5        (307.3)
                                                                                        ---------      --------
(DECREASE) INCREASE IN CASH AND CASH EQUIVALENTS -
   CONTINUING OPERATIONS............................................................       (171.6)        678.0
CASH AND CASH EQUIVALENTS, beginning of period......................................        922.2         870.7
                                                                                        ---------      --------
CASH AND CASH EQUIVALENTS, end of period............................................       $750.6      $1,548.7
                                                                                        =========      ========
</TABLE>

See notes to condensed consolidated financial statements.

                                        4
<PAGE>
                      COMCAST CORPORATION AND SUBSIDIARIES
                                    FORM 10-Q
                          QUARTER ENDED MARCH 31, 2000
              NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
                                   (Unaudited)

1.   CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

     Basis of Presentation
     The condensed  consolidated  balance sheet as of December 31, 1999 has been
     condensed from the audited  consolidated balance sheet as of that date. The
     condensed consolidated balance sheet as of March 31, 2000 and the condensed
     consolidated  statements of operations and accumulated  deficit and of cash
     flows for the three months ended March 31, 2000 and 1999 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,  2000  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, 1999 Annual Report on Form 10-K filed with the  Securities and Exchange
     Commission.  The results of operations  for the period ended March 31, 2000
     are not necessarily indicative of operating results for the full year.

     Sale of Comcast Cellular Corporation
     In July 1999,  the  Company  sold its  indirect  wholly  owned  subsidiary,
     Comcast Cellular Corporation ("Comcast  Cellular"),  to SBC Communications,
     Inc.  The results of  operations  of Comcast  Cellular for the three months
     ended March 31, 1999 have been  presented  as a  discontinued  operation in
     accordance with Accounting  Principles Board Opinion No. 30, "Reporting the
     Results of Operations - Reporting the Effects of Disposal of a Segment of a
     Business, and Extraordinary,  Unusual and Infrequently Occurring Events and
     Transactions."

2.   SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

     New Accounting Pronouncement
     In June 1998, the Financial  Accounting Standards Board (the "FASB") issued
     Statement of Financial  Accounting  Standards ("SFAS") No. 133, "Accounting
     for  Derivative   Instruments  and  Hedging   Activities."  This  statement
     establishes  the accounting  and reporting  standards for  derivatives  and
     hedging  activity.  Upon the adoption of SFAS No. 133, all  derivatives are
     required to be recognized in the statement of financial  position as either
     assets or  liabilities  and measured at fair value.  In July 1999, the FASB
     issued SFAS No. 137,  "Accounting  for Derivative  Instruments  and Hedging
     Activities - Deferral of the Effective  Date of FASB Statement No. 133 - an
     amendment of FASB  Statement  No. 133"  deferring  the  effective  date for
     implementation  of SFAS No. 133 to fiscal  years  beginning  after June 15,
     2000.  The Company is currently  evaluating the impact the adoption of SFAS
     No. 133 will have on its financial position and results of operations.

     (Loss) Earnings for Common Stockholders Per Common Share
     (Loss)  earnings  for common  stockholders  per common share is computed by
     dividing net (loss) income,  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, 2000
        NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS - CONTINUED
                                   (Unaudited)

     The  following  table  reconciles  the  numerator  and  denominator  of the
     computations of diluted (loss) earnings for common  stockholders per common
     share  ("Diluted  EPS") for the three months ended March 31, 2000 and 1999,
     respectively.

<TABLE>
<CAPTION>
                                                                  (Amounts in millions, except per share data)
                                                                               Three Months Ended
                                                                                   March 31,
                                                                           2000                 1999
                                                                         ---------            ---------
<S>                                                                        <C>                    <C>
     Net (loss) income for common stockholders........................     ($199.0)               $73.5
     Preferred dividends..............................................         7.5                  7.5
                                                                         ---------            ---------
     Net (loss) income for common stockholders used for
       Diluted EPS....................................................     ($191.5)               $81.0
                                                                         =========            =========
     Basic weighted average number of common shares outstanding.......       836.6                741.4
     Dilutive securities:
       Series A and B convertible preferred stock.....................                             45.2
       Stock option and restricted stock plans........................                             28.3
                                                                         ---------            ---------
     Diluted weighted average number of common shares
       outstanding....................................................       836.6                814.9
                                                                         =========            =========
     Diluted (loss) earnings for common stockholders
       per common share...............................................       ($.24)                $.10
                                                                         =========            =========
</TABLE>

     Put options  sold by the Company on a weighted  average 0.6 million  shares
     and 5.5 million shares,  respectively,  of its Class A Special Common stock
     (see Note 6) were outstanding  during the three months ended March 31, 2000
     and 1999 but were not  included  in the  computation  of Diluted EPS as the
     options'  exercise  price was less  than the  average  market  price of the
     Company's Class A Special Common Stock during the periods.

     For the three months ended March 31, 2000,  potentially dilutive securities
     related to the Company's Series B convertible preferred stock, stock option
     and  restricted  stock plans have been  excluded in  determining  the total
     weighted  average  number of common  shares  outstanding  because  of their
     antidilutive effect on loss for common stockholders per common share.

     Reclassifications
     Certain  reclassifications  have  been  made to the  prior  year  condensed
     consolidated  financial statements to conform to those classifications used
     in 2000.

3.   SIGNIFICANT EVENTS

     Acquisition of Lenfest Communications, Inc.
     In January 2000, the Company  acquired  substantially  all of the assets of
     Lenfest  Communications,  Inc. ("Lenfest"),  a cable communications company
     serving approximately 1.1 million subscribers primarily in the Philadelphia
     area from  AT&T  Corp.  ("AT&T")  and the other  Lenfest  stockholders  for
     approximately  121.4 million shares of the Company's Class A Special Common
     Stock, subject to adjustment,  with a value of $6.077 billion (the "Lenfest
     Acquisition").  In  connection  with the Lenfest  Acquisition,  the Company
     assumed  approximately $1.343 billion of debt.  Immediately upon closing of
     the  Lenfest  Acquisition,  Lenfest  was merged  with and into  Comcast LCI
     Holdings, Inc. ("LCI Holdings"),  a wholly owned subsidiary of the Company,
     with LCI Holdings as the successor to Lenfest.

                                        6
<PAGE>
                      COMCAST CORPORATION AND SUBSIDIARIES
                                    FORM 10-Q
                          QUARTER ENDED MARCH 31, 2000
        NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS - CONTINUED
                                   (Unaudited)

     Consolidation of Garden State Cablevision L.P.
     Garden  State   Cablevision   L.P.   ("Garden   State   Cable"),   a  cable
     communications  company serving  approximately  216,000  subscribers in New
     Jersey,  is a  partnership  which was owned 50% by  Lenfest  and 50% by the
     Company.  The Company had  accounted for its interest in Garden State Cable
     under  the  equity  method  (see  Note  4).  As a  result  of  the  Lenfest
     Acquisition, the Company now indirectly owns 100% of Garden State Cable. As
     such, the operating results of Garden State Cable have been included in the
     Company's  condensed  consolidated  statement of operations and accumulated
     deficit from the date of the Lenfest Acquisition.

     Acquisition of CalPERS' Interest in Jointly Owned Cable Properties
     In February 2000,  the Company  acquired the  California  Public  Employees
     Retirement System's 45% interest in Comcast MHCP Holdings, L.L.C. ("Comcast
     MHCP"),  formerly a 55% owned consolidated  subsidiary of the Company which
     serves approximately 642,000 cable subscribers in Michigan,  New Jersey and
     Florida.  As a result,  the  Company  now owns 100% of  Comcast  MHCP.  The
     consideration was $750.0 million in cash.

     Acquisition of Jones Intercable, Inc.
     In April  1999,  the  Company  acquired  a  controlling  interest  in Jones
     Intercable,  Inc.  ("Jones  Intercable"),  a cable  communications  company
     serving approximately 1.1 million subscribers,  for aggregate consideration
     of $706.3  million in cash.  The  acquisition  was  accounted for under the
     purchase  method of  accounting.  As such,  the operating  results of Jones
     Intercable  have been  included  in the  Company's  condensed  consolidated
     statement of operations and accumulated  deficit from the acquisition date.
     In June 1999,  the Company  purchased an additional  1.0 million  shares of
     Jones  Intercable  Class A Common  Stock  for  $50.0  million  in cash in a
     private  transaction.   The  Company  contributed  its  interest  in  Jones
     Intercable to Comcast  Cable  Communications,  Inc.  ("Comcast  Cable"),  a
     wholly owned subsidiary of the Company.

     In  March  2000,  the  Jones  Intercable  shareholders  approved  a  merger
     agreement  pursuant to which the Jones Intercable  shareholders,  including
     Comcast Cable,  were to receive 1.4 shares of the Company's Class A Special
     Common Stock in exchange for each share of Jones  Intercable Class A Common
     Stock and Common Stock (the "Jones Merger") and Jones Intercable was merged
     with and into Comcast JOIN Holdings, Inc., a wholly owned subsidiary of the
     Company  ("JOIN  Holdings"),  with JOIN  Holdings as the successor to Jones
     Intercable. In connection with the closing of the Jones Merger, the Company
     issued  approximately  58.9  million  shares of its Class A Special  Common
     Stock to the Jones Intercable  shareholders,  including  approximately 23.3
     million  shares to Comcast  Cable and 35.6  million  shares with a value of
     $1.727  billion to the public  shareholders.  As required  under  generally
     accepted  accounting  principles,  the shares  issued to Comcast  Cable are
     presented as issued but not outstanding (held in treasury) in the Company's
     March 31, 2000 condensed consolidated balance sheet.

     The  acquisitions  completed  by the Company  during the three months ended
     March 31, 2000 were accounted for under the purchase  method of accounting.
     As such, the operating  results of the acquired  systems have been included
     in  the  Company's  condensed  consolidated  statement  of  operations  and
     accumulated  deficit  from the  acquisition  date.  The  allocation  of the
     purchase  price for the  acquisitions  completed by the Company  during the
     three  months ended March 31, 2000 is  preliminary  pending  completion  of
     final  appraisals.  As  the  consideration  given  in  exchange  for  Jones
     Intercable,  Lenfest and the  additional 50% interest in Garden State Cable
     was shares of the Company's Class A Special Common Stock,  the acquisitions
     of such  interests had no  significant  impact on the  Company's  condensed
     consolidated  statement  of cash flows  during the three months ended March
     31, 2000 (see Note 7).

                                        7
<PAGE>
                      COMCAST CORPORATION AND SUBSIDIARIES
                                    FORM 10-Q
                          QUARTER ENDED MARCH 31, 2000
        NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS - CONTINUED
                                   (Unaudited)

     Unaudited Pro Forma Information
     The following  unaudited pro forma  information  for the three months ended
     March 31, 1999 has been presented as if the Lenfest Acquisition occurred on
     January  1,  1999.  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 Lenfest and Garden State Cable since January
     1, 1999 (dollars in millions).


                                                           Three Months Ended
                                                             March 31, 1999
                                                           ------------------

     Revenues.............................................      $1,524.9
     Net loss.............................................         (43.4)

4.   INVESTMENTS

<TABLE>
<CAPTION>
                                                                        March 31,  December 31,
                                                                          2000        1999
                                                                       ----------  ----------
                                                                        (Dollars in millions)
<S>                                                                    <C>          <C>
     Fair value method...........................................       $10,648.2   $11,972.1
     Cost method.................................................           481.8     1,134.6
     Equity method...............................................           254.8        48.1
                                                                       ----------  ----------
            Total investments....................................        11,384.8    13,154.8
     Less, current investments...................................         4,841.9     7,606.0
                                                                       ----------  ----------
     Non-current investments.....................................        $6,542.9    $5,548.8
                                                                       ==========  ==========
</TABLE>

     Fair Value Method
     The Company  holds  unrestricted  equity  investments  in certain  publicly
     traded  companies,  with an historical cost  (including  $2.219 billion and
     $2.186 billion of aggregate pre-tax gains recognized through March 31, 2000
     and December 31, 1999,  respectively)  of $2.761 billion and $2.558 billion
     as of March 31, 2000 and December 31, 1999,  respectively.  The  unrealized
     pre-tax gains as of March 31, 2000 and December 31, 1999 of $7.887  billion
     and $9.414  billion,  respectively,  have been  reported  in the  Company's
     condensed  consolidated  balance sheet as a component of accumulated  other
     comprehensive  income, net of related deferred income tax expense of $2.760
     billion and $3.294 billion, respectively.

     Sprint PCS. As of March 31, 2000 and  December  31,  1999,  as adjusted for
     Sprint  PCS'  2-for-1  stock  split in February  2000,  the  Company  holds
     approximately  93.8  million  shares of  unregistered  Series 2 Sprint  PCS
     common stock,  123,452  shares of Sprint PCS  convertible  preferred  stock
     (convertible into approximately 4.0 million shares of unregistered Series 2
     Sprint  PCS  common  stock) and a warrant  to  purchase  approximately  6.0
     million shares of  unregistered  Series 2 Sprint PCS common stock at $12.01
     per share (the "Sprint PCS Stock").  The Company has  registration  rights,
     subject to customary restrictions, which will allow the Company to sell its
     Sprint PCS Stock.  As of March 31, 2000 and December 31, 1999,  the Company
     has recorded its  investment in Sprint PCS at its  estimated  fair value of
     $5.149 billion and $4.234 billion, respectively (see Note 5).

     In January 2000, the Company  entered into a securities loan agreement with
     a third party (the "Borrower") pursuant to which the Company agreed to lend
     22.0 million  shares (as  adjusted  for Sprint PCS' 2-for-1  stock split in
     February  2000) of its Sprint PCS Stock (the  "Transferred  Shares") to the
     Borrower.  The Borrower  provided cash collateral equal to the value of the
     Transferred  Shares (initially $1.123 billion),  adjusted daily for changes
     in the value of the underlying  Transferred  Shares. The Transferred Shares
     are  included  in  current  investments  in the  Company's  March 31,  2000
     condensed consolidated balance sheet.

                                        8
<PAGE>
                      COMCAST CORPORATION AND SUBSIDIARIES
                                    FORM 10-Q
                          QUARTER ENDED MARCH 31, 2000
        NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS - CONTINUED
                                   (Unaudited)

     AT&T.  As of March 31,  2000 and  December  31,  1999,  the  Company  holds
     approximately  39.9 million  shares of  unregistered  AT&T common stock (as
     adjusted for AT&T's  3-for-2  stock split in April  1999).  As of March 31,
     2000,  and December 31, 1999,  the Company has recorded its  investment  in
     AT&T at its  estimated  fair value of $2.250  billion  and $2.026  billion,
     respectively.  The Company has  registration  rights,  subject to customary
     restrictions, which allow the Company to sell its AT&T common stock.

     In May 1999,  the Company  entered into an agreement  with AT&T to exchange
     various cable communications systems. Under the terms of the agreement, the
     Company will receive cable communications systems serving approximately 1.5
     million  subscribers.  In  exchange,  AT&T will  receive  systems  that the
     Company  currently owns or will acquire  serving  750,000  subscribers.  At
     closing,  the Company will pay AT&T an equalizing  payment of approximately
     $3.4  billion  (subject  to  adjustment  based on the actual  number of net
     subscribers  acquired and the per subscriber price of certain  subscribers)
     for  the  750,000  net  subscribers  to be  acquired  as a  result  of  the
     exchanges.  The  Company  will  pay  for the net  subscribers  acquired  in
     connection  with the  exchanges  with shares of AT&T common  stock that the
     Company  currently owns or may acquire and other securities or assets which
     would permit the exchanges to be tax-free to the maximum  extent  possible.
     The agreed upon value of any AT&T common  stock used in the  exchange  that
     was owned by the Company at the time of the agreement is $54.41 per share.

     Internet Capital Group. In August 1999,  Internet Capital Group ("ICG"), an
     investee of the Company  previously  accounted  for under the cost  method,
     completed  an  initial  public  offering  of its  common  stock.  ICG is an
     Internet  holding  company  engaged in managing and  operating a network of
     business-to-business  e-commerce  companies.  During the three months ended
     March 31, 2000,  the Company sold  approximately  2.3 million shares of its
     ICG common  stock for proceeds of $327.1  million and  recognized a pre-tax
     gain of $325.9 million.  Such gain was recorded as a reclassification  from
     accumulated other  comprehensive  income to investment  income. As of March
     31, 2000 and  December  31,  1999,  the Company  holds  approximately  21.4
     million shares and 23.7 million shares of ICG common stock and warrants and
     options to purchase approximately 0.6 million shares and 0.6 million shares
     of ICG common  stock,  respectively.  As of March 31, 2000 and December 31,
     1999,  the Company has recorded its investment in ICG at its estimated fair
     value of $1.982 billion and $4.127 billion, respectively.

     Excite@Home.  Excite@Home  provides  Internet  services to subscribers  and
     businesses over the cable communications infrastructure in a limited number
     of cities  in the US.  As of March 31,  2000 and  December  31,  1999,  the
     Company holds  approximately  29.1 million shares of  Excite@Home  Series A
     Common Stock (the "Excite@Home Series A Stock") and warrants and options to
     purchase  an  additional  2.0  million  shares  and  0.6  million   shares,
     respectively,  of  Excite@Home  Series A Stock.  As of March  31,  2000 and
     December  31,  1999,  30% of the  Excite@Home  Series A shares  held by the
     Company were contractually  restricted shares (the "Restricted Shares") and
     70%  of  the  Excite@Home   Series  A  shares  held  by  the  Company  were
     unrestricted shares (the "Unrestricted  Shares").  The Company has recorded
     the  Restricted  Shares at their  historical  cost of $0.6  million and the
     Unrestricted  Shares and  warrants,  which are  classified as available for
     sale, at their  estimated fair value of $783.4 million and $918.0  million,
     respectively, as of March 31, 2000 and December 31, 1999.

     In March 2000, Excite@Home and its principal cable partners,  including the
     Company,  entered into an agreement pursuant to which the Company agreed to
     enter into a new  distribution  agreement with  Excite@Home  for the period
     from June 2002 through  June 2006,  give up its Board level veto rights and
     resign from the  Excite@Home  Board of Directors.  The Company may elect to
     terminate the existing or the new  distribution  agreement  beginning  June
     2001 on at least six months notice. Under the terms of the agreement,  AT&T
     agreed  to give the  Company  the  right to sell its  Excite@Home  Series A
     shares to AT&T at any time  between  January  1, 2001 and June 4, 2002 at a
     price equal to the higher of $48 per share or the average per share trading
     price for a 30-day trading period (as defined).  The aggregate value of the
     Excite@Home  Series A shares that AT&T would be  required to purchase  from
     the Company is limited to $1.5 billion.  The Company has the right to elect
     payment in the form of cash or in shares of AT&T common stock.

                                        9
<PAGE>
                      COMCAST CORPORATION AND SUBSIDIARIES
                                    FORM 10-Q
                          QUARTER ENDED MARCH 31, 2000
        NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS - CONTINUED
                                   (Unaudited)

     The existing  Excite@Home  warrants  held by the Company will be amended to
     eliminate any performance vesting conditions. The Company will also receive
     new  warrants  with an exercise  price of $29.54 to purchase  two shares of
     Excite@Home  Series A Stock for each home  passed  by the  Company's  cable
     communications  systems.  The new warrants vest in  installments  every six
     months  beginning  in June  2001  and  will be fully  vested  in June  2006
     provided that the Company has not elected to earlier terminate its existing
     or the new  distribution  agreement.  The new  warrants  include  customary
     registration rights and will expire in March 2015.

     The agreement  summarized in the two previous  paragraphs is subject to the
     receipt of necessary  stockholder  and other  approvals  and is expected to
     close in the third quarter of 2000.

     Sales of Other Fair Value Method Investments
     During  the three  months  ended  March  31,  2000 and  1999,  the  Company
     recognized pre-tax gains of $230.5 million and $0.3 million,  respectively,
     on sales of certain of its other fair value method investments. These gains
     were recorded as a  reclassification  from accumulated other  comprehensive
     income to investment income.

     Gains on Exchanges of Fair Value Method Investments
     During the three months ended March 31, 2000 and 1999, in  connection  with
     certain mergers of publicly traded companies held by the Company  accounted
     for as investments available for sale, the Company recognized pre-tax gains
     of  $33.0  million  and  $187.6  million,  respectively,  representing  the
     difference between the fair value of the securities received by the Company
     and the Company's cost basis in the securities  exchanged.  Such gains were
     recorded as a reclassification  from accumulated other comprehensive income
     to investment income.

     Impairment Losses
     During the three months ended March 31, 2000 and 1999, the Company recorded
     pre-tax  losses  of $4.9  million  and  $35.3  million  on  certain  of its
     investments  based on a decline  in value  that was  considered  other than
     temporary.  Such losses are included in investment  income in the Company's
     condensed consolidated statement of operations and accumulated deficit.

     Investment Expense Related to Call Options
     During the three months ended March 31, 1999,  the Company  recorded  $51.4
     million of  investment  expense  related to changes in the value of and the
     settlement  of call options on certain of the  Company's  fair value method
     investments, all of which expired by November 1999.

     Equity Method
     The Company records its proportionate interests in the net income (loss) of
     certain of its equity method investees in arrears.  The Company's  recorded
     investments  exceed its  proportionate  interests  in the book value of the
     investees' net assets by $58.5 million as of March 31, 2000 (related to the
     Company's  investment in The Golf Channel).  Such excess is being amortized
     to equity in net income or loss,  over a period of twenty  years,  which is
     consistent with the estimated lives of the underlying  assets. The original
     cost of  investments  accounted for under the equity method  totaled $341.8
     million and $235.6  million as of March 31,  2000 and  December  31,  1999,
     respectively.

     During  February  2000,  the  Company  exercised  a call option to purchase
     shares held by certain  founding  members and members of  management of The
     Golf Channel for a total purchase price of $99.0 million. In addition,  the
     Company  purchased  shares held by other  minority  shareholders  for $26.3
     million   during   March  2000  and  $11.2   million   during  April  2000,
     respectively.  The Company's current ownership after these  transactions is
     60.3%.  The  Company  will  continue to record its  investment  in The Golf
     Channel under the equity method due to certain veto rights that are held by
     one of the remaining minority partners.

     As a result of the  Lenfest  Acquisition  (see  Note 3),  the  Company  has
     consolidated  the results of Garden State Cable,  previously  accounted for
     under the equity method, effective January 2000.

                                       10
<PAGE>
                      COMCAST CORPORATION AND SUBSIDIARIES
                                    FORM 10-Q
                          QUARTER ENDED MARCH 31, 2000
        NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS - CONTINUED
                                   (Unaudited)

5.   LONG-TERM DEBT

     ZONES
     During the fourth  quarter of 1999,  the  Company  issued an  aggregate  of
     approximately 48.3 million (as adjusted for Sprint PCS' 2-for-1 stock split
     in February 2000) 2.0% Exchangeable  Subordinated  Debentures due 2029 (the
     "ZONES")  for  aggregate  gross  proceeds of $1.807  billion.  At maturity,
     holders of 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.

     The ZONES are being accounted for as an indexed debt  instrument  since the
     maturity  value is  dependent  upon the fair  value of  Sprint  PCS  Stock.
     Therefore, the carrying value of the ZONES is marked to market each balance
     sheet date to reflect  the fair  value of the  underlying  Sprint PCS Stock
     with  the  change  included  in  expense  related  to  indexed  debt in the
     Company's  condensed  consolidated  statement of operations and accumulated
     deficit. During the three months ended March 31, 2000, the Company recorded
     $687.5 million of expense related to indexed debt. The Company's investment
     in Sprint PCS is accounted for as available for sale,  with changes in fair
     value being reflected in accumulated other  comprehensive  income (see Note
     4).

     Debt Assumed
     In connection with the Lenfest  Acquisition and the consolidation of Garden
     State  Cable (see Note 3), the  Company  assumed  aggregate  debt of $1.629
     billion with interest rates ranging between 6.95% and 10.5%, and maturities
     between 2001 and 2008.

     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,  2000 and  December  31,  1999,  the  Company's  effective
     weighted average interest rate on its long- term debt outstanding was 6.62%
     and 6.67%, respectively.  The Company's effective weighted average interest
     rate excludes the effects of the ZONES mark to market  adjustments for both
     dates presented.

     Lines of Credit
     As of March 31, 2000, certain  subsidiaries of the Company had unused lines
     of credit of $1.196  billion,  $595.7 million of which is restricted by the
     covenants of the related debt agreements and to subsidiary general purposes
     and dividend declaration.

6.   STOCKHOLDERS' EQUITY

     Repurchase Program
     Based on the trade  date for stock  repurchases,  during  the three  months
     ended March 31, 2000 and 1999, the Company  repurchased  approximately  3.3
     million and approximately 0.2 million shares,  respectively,  of its common
     stock for  aggregate  consideration  of $127.9  million and $11.5  million,
     respectively, pursuant to its Board- authorized repurchase program.

     As part of the repurchase program,  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.  The put options  mature on specific dates from July
     through  October 2000.  The amount the Company would be obligated to pay to
     repurchase  such shares upon  exercise of the put options,  totaling  $82.0
     million,  was  reclassified  from  additional  capital to common equity put
     options in the  Company's  March 31, 2000  condensed  consolidated  balance
     sheet.

                                       11
<PAGE>
                      COMCAST CORPORATION AND SUBSIDIARIES
                                    FORM 10-Q
                          QUARTER ENDED MARCH 31, 2000
        NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS - CONTINUED
                                   (Unaudited)

     Share Exchange
     During  the  three  months  ended  March  31,  2000,   the  Company  issued
     approximately  1.0 million  shares of its Class A Special  Common  Stock in
     exchange for  approximately 1.1 million shares of its Class A Common Stock.
     The Class A Common Stock was subsequently retired.

     Comprehensive (Loss) Income
     Total comprehensive (loss) income for the three months ended March 31, 2000
     and 1999  was  $1.183  billion  and  $1.215  billion,  respectively.  Total
     comprehensive  (loss) income includes net income (loss),  unrealized  gains
     (losses) on marketable  securities and foreign currency  translation  gains
     (losses) for the periods presented.

7.   STATEMENT OF CASH FLOWS - SUPPLEMENTAL INFORMATION

     During the three months ended March 31, 2000,  the Company  acquired all of
     the capital stock and/or partnership  interests not previously owned by the
     Company of Lenfest,  Garden State Cable, Jones Intercable and Comcast MHCP,
     principally  through the issuance of the Company's  Class A Special  Common
     Stock (see Note 3). The fair values of the assets and liabilities  acquired
     by the Company  during the three months ended March 31, 2000 are  presented
     as follows (in millions):


          Current assets.....................................     $268.7
          Investments........................................      129.5
          Property, plant & equipment........................    1,264.9
          Deferred charges...................................   10,866.8
          Current liabilities................................     (237.5)
          Long-term debt.....................................   (1,628.6)
          Deferred incomes taxes.............................   (2,859.7)
                                                                --------
               Net assets acquired.......................       $7,804.1
                                                                ========

     The Company made cash  payments  for  interest of $126.8  million and $56.4
     million   during  the  three   months   ended  March  31,  2000  and  1999,
     respectively.

     The Company made cash payments for income taxes of $456.0 million and $18.9
     million   during  the  three   months   ended  March  31,  2000  and  1999,
     respectively.

8.   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 these  actions will not  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.

                                       12
<PAGE>
                      COMCAST CORPORATION AND SUBSIDIARIES
                                    FORM 10-Q
                          QUARTER ENDED MARCH 31, 2000
        NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS - CONCLUDED
                                   (Unaudited)

9.   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 accumulated deficit) (dollars in millions).


<TABLE>
<CAPTION>
                                                     Cable                   Corporate and
                                                Communications    Commerce     Other (1)       Total
                                                --------------    --------     ---------       -----
<S>                                                <C>             <C>          <C>          <C>
     Three Months Ended March 31, 2000
     ---------------------------------
     Revenues, net...........................        $976.3         $741.3        $141.6      $1,859.2
     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

     As of March 31, 2000
     --------------------
     Assets..................................      24,404.7        2,250.2      11,989.9     $38,644.8
     Long-term debt, less current portion....       6,167.5          451.7       4,186.4      10,805.6

     Three Months Ended March 31, 1999
     ---------------------------------
     Revenues, net...........................        $604.8         $649.6        $119.6      $1,374.0
     Operating income before depreciation
         and amortization (2)................         280.5          130.9          13.7         425.1
     Depreciation and amortization...........         194.2           28.4          15.9         238.5
     Operating income (loss).................          86.3          102.5          (2.2)        186.6
     Interest expense........................          65.7           10.4          35.1         111.2
     Capital expenditures....................         105.6           11.0           5.8         122.4
     ---------------
<FN>
     (1)  Other includes  segments not meeting certain  quantitative  guidelines
          for reporting. Other includes certain other operating businesses, such
          as  Comcast-Spectacor,  L.P., E!  Entertainment  Television,  Inc. and
          elimination entries related to the segments  presented.  Corporate and
          other assets consist primarily of the Company's  investments (see Note
          4).
     (2)  Operating  income before  depreciation  and  amortization  is commonly
          referred to in the  Company's  businesses  as  "operating  cash flow."
          Operating  cash flow is a measure of a  company's  ability to generate
          cash to service its obligations,  including debt service  obligations,
          and to  finance  capital  and other  expenditures.  In part due to the
          capital intensive nature of the Company's businesses and the resulting
          significant level of non-cash  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>

                                       13
<PAGE>
                      COMCAST CORPORATION AND SUBSIDIARIES
                                    FORM 10-Q
                          QUARTER ENDED MARCH 31, 2000

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 in the past acquired and we will be 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  must be  integrated  into our
business practices and operations.  Our previously announced agreement to assume
management control of the operations of Prime  Communications LLC is expected to
close in the second  quarter of 2000.  Our  previously  announced  cable  system
exchanges  with  Time  Warner  Cable,  Adelphia  Communications  and AT&T  Corp.
("AT&T") are subject to closing  conditions  and  regulatory  approvals  and are
expected  to  close  in  the  second,   fourth  and  fourth   quarter  of  2000,
respectively.  Our results of operations  may be  significantly  affected by our
ability to efficiently and effectively manage these changes.

General Developments of Business

     See Note 3 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, principally through our cash
flows from operating activities,  existing cash, cash equivalents and short-term
investments.

     See Note 8 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,
2000 were $5.593 billion, substantially all of which is unrestricted.

     Investments

     See Note 4 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  5 and 6 to  our  condensed  consolidated  financial  statements
included in Item 1.

     As of March 31, 2000 and December 31, 1999, our long-term  debt,  including
current portion, was $10.934 billion and $9.225 billion, respectively. Excluding
the effects of interest rate risk management instruments, 22.2% and 25.4% of our
long-term debt as of March 31, 2000 and December 31, 1999, respectively,  was at
variable rates.

     The $1.709 billion increase in our long-term debt results  principally from
the $1.343  billion of Lenfest  Communications,  Inc.  ("Lenfest")  debt that we
assumed and the $286.0 million of Garden State  Cablevision L.P.  ("Garden State
Cable") debt that we  consolidated in connection with the acquisition of Lenfest
in  January  2000 (see  Notes 3 and 5 to our  condensed  consolidated  financial
statements  included  in Item 1),  the  $687.5  million  non-cash,  non-interest
bearing  adjustment  to the carrying  value of the Company's  2.0%  Exchangeable
Subordinated Debentures due 2029 (the "ZONES")

                                       14
<PAGE>
                      COMCAST CORPORATION AND SUBSIDIARIES
                                    FORM 10-Q
                          QUARTER ENDED MARCH 31, 2000


during  the  three  months  ended  March 31,  2000 (see Note 5 to our  condensed
consolidated  financial  statements  included  in Item 1) and $88.2  million  of
borrowings,  offset in part by retirements and repayments of our long- term debt
of $700.7 million during the three months ended March 31, 2000.

     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

     At maturity, holders of 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.  The ZONES are being accounted for as an indexed debt
instrument  since the maturity  value is dependent upon the fair value of Sprint
PCS stock.

     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 are also
marked to market through accumulated other comprehensive income in our condensed
consolidated balance sheet.

     Interest Rate Risk

     During the three  months  ended  March 31,  2000,  in  connection  with our
acquisition  of  Lenfest  (see Note 3 to our  condensed  consolidated  financial
statements  included in Item 1), we acquired  interest rate exchange  agreements
("Swaps") with an aggregate  notional  amount of $275.0  million.  Swaps with an
aggregate  notional  amount of $150.0 million either were  terminated or expired
during the three  months ended March 31,  2000.  As of March 31,  2000,  we have
Swaps with an aggregate  notional amount of $1.537 billion having an average pay
rate of 6.32% and an average receive rate of 6.89%.

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

Statement of Cash Flows

     Cash and cash  equivalents  decreased  $171.6  million as of March 31, 2000
from December 31, 1999. The decrease in cash and cash equivalents  resulted from
cash  flows  from  operating,  financing  and  investing  activities  which  are
explained below.

     Net cash used in operating  activities from continuing  operations amounted
to $143.5 million for the three months ended March 31, 2000, due  principally to
changes  in  working  capital  as  a  result  of  the  timing  of  receipts  and
disbursements,  offset by the effects of our  acquisition  of Lenfest in January
2000 (see Note 3 to our condensed  consolidated financial statements included in
Item  1)  and  increases  in  our  operating  income  before   depreciation  and
amortization (see "Results of Operations").

     Net cash used in financing  activities  from continuing  operations,  which
includes  borrowings  and  repayments  of  debt,  as well as the  issuances  and
repurchases  of our equity  securities,  was $721.6 million for the three months
ended March 31, 2000.  During the three months ended March 31, 2000, we borrowed
$88.2  million,  consisting  primarily of borrowings  under  revolving  lines of
credit held by our  subsidiaries.  During the three months ended March 31, 2000,
we repaid $700.7 million of our long- term debt,  consisting primarily of $485.0
million of repayments on certain of our revolving  credit  facilities and $199.8
million  of  aggregate   repurchases  of  various  of  our  senior  subordinated
debentures.  In addition,  during the three months ended March 31, 2000,  we had
net repurchases of $109.1 million of our common stock.

     Net cash provided by investing  activities from  continuing  operations was
$693.5  million for the three months ended March 31, 2000.  Net cash provided by
investing activities includes net proceeds from sales of short-term  investments
of $663.0  million and proceeds  from sales of  investments  of $649.2  million,
offset by the effects of acquisitions,  net of cash acquired,  of $75.3 million,
consisting  of  our  acquisition  of  certain  cable   communications   systems,
investments  of $174.9  million,  capital  expenditures  of $289.1  million  and
additions to deferred charges of $79.4 million.

                                       15
<PAGE>
                      COMCAST CORPORATION AND SUBSIDIARIES
                                    FORM 10-Q
                          QUARTER ENDED MARCH 31, 2000

Results of Operations

     Our  summarized  consolidated  financial  information  for the three months
ended March 31, 2000 and 1999 is as follows  (dollars in millions,  "NM" denotes
percentage is not meaningful):

<TABLE>
<CAPTION>
                                                                 Three Months Ended
                                                                      March 31,         Increase / (Decrease)
                                                                  2000        1999          $           %
                                                                ---------   ---------   ---------   ---------
<S>                                                              <C>         <C>           <C>           <C>
Revenues.....................................................    $1,859.2    $1,374.0      $485.2        35.3%
Cost of goods sold from electronic retailing.................       447.4       390.5        56.9        14.6
Operating, selling, general and administrative expenses......       824.9       558.4       266.5        47.7
                                                                ---------   ---------
Operating income before depreciation and
   amortization (1) .........................................       586.9       425.1       161.8        38.1
Depreciation.................................................       171.9       116.6        55.3        47.4
Amortization.................................................       373.8       121.9       251.9          NM
                                                                ---------   ---------
Operating income.............................................        41.2       186.6      (145.4)      (77.9)
                                                                ---------   ---------
Interest expense.............................................       168.6       111.2        57.4        51.6
Investment income............................................      (644.6)     (127.8)      516.8          NM
Expense related to indexed debt..............................       687.5                   687.5          NM
Equity in net losses (income) of affiliates..................         2.9        (1.1)        4.0          NM
Other expense (income).......................................        10.8        (0.2)       11.0          NM
Income tax (benefit) expense.................................       (31.8)       87.4      (119.2)         NM
Minority interest............................................        34.2        15.3        18.9          NM
                                                                ---------   ---------
(Loss) income from continuing operations before
   extraordinary items.......................................     ($186.4)     $101.8     ($288.2)         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 (used in)
     provided by operating activities.
</FN>
</TABLE>

                                       16
<PAGE>
                      COMCAST CORPORATION AND SUBSIDIARIES
                                    FORM 10-Q
                          QUARTER ENDED MARCH 31, 2000


Operating Results by Business Segment

     The following  represent the operating results of our significant  business
segments, "Cable Communications" and "Commerce." The remaining components of our
operations  are not  independently  significant  to our  consolidated  financial
position  or results of  operations  (see Note 9 to our  condensed  consolidated
financial statements included in Item 1).

     Cable Communications

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

<TABLE>
<CAPTION>
                                                                  Three Months Ended
                                                                        March 31,                Increase
                                                                    2000        1999          $            %
                                                                 ---------   ---------    ---------    --------
<S>                                                                <C>         <C>          <C>           <C>
Service income...............................................       $976.3      $604.8       $371.5        61.4%
Operating, selling, general and
     administrative expenses.................................        539.5       324.3        215.2        66.4
                                                                 ---------   ---------    ---------    --------
Operating income before depreciation
     and amortization (a)....................................       $436.8      $280.5       $156.3        55.7%
                                                                 =========   =========    =========    ========
<FN>
---------------
(a) See footnote (1) on page 16.
</FN>
</TABLE>

     Of the $371.5 million increase in service income for the three month period
from 1999 to 2000,  $321.7 million is due to the effects of our  acquisitions of
cable  communications  systems  and  $49.8  million  is  due  to  growth  in our
historical  operations.  Of the $49.8 million increase related to our historical
operations,  $24.2 million is due  principally  to subscriber  growth in digital
cable  and  cable  modem  Internet  access  service,  $15.0  million  is  due to
subscriber  growth in analog cable service,  $10.1 million is related to changes
in rates and $4.8 million is attributable to growth in cable advertising  sales,
offset by the effects of a $4.3  million  decrease in pay per view  revenue as a
result of fewer events during the three months ended March 31, 2000.

     Of  the  $215.2  million  increase  in  operating,  selling,  general,  and
administrative  expenses  for the three month  period from 1999 to 2000,  $183.8
million  is due to the  effects  of our  acquisitions  of  cable  communications
systems and $31.4 million is due to growth in our historical operations.  Of the
$31.4 million  increase related to our historical  operations,  $14.3 million is
due to  increases  in the costs of cable  programming  as a result of changes in
rates, subscriber growth and additional channel offerings,  $13.2 million is due
principally to subscriber  growth in cable modem Internet  access  service,  and
$6.6  million  results from  increases  in labor costs and other volume  related
expenses,  offset by the  effects  of a $2.7  million  decrease  in pay per view
programming  costs as a result of fewer  events  during the three  months  ended
March 31, 2000.

                                       17
<PAGE>
                      COMCAST CORPORATION AND SUBSIDIARIES
                                    FORM 10-Q
                          QUARTER ENDED MARCH 31, 2000


Commerce

     The  following  presents the  operating  results of our  commerce  segment,
consisting  of the  operations  of QVC,  Inc. and its  subsidiaries  ("QVC"),  a
majority owned and controlled subsidiary (dollars in millions):

<TABLE>
<CAPTION>
                                                                  Three Months Ended
                                                                       March 31,                Increase
                                                                   2000        1999           $           %
                                                                 ---------   ---------    ---------    --------
<S>                                                                 <C>         <C>           <C>          <C>
Net sales from electronic retailing..........................       $741.3      $649.6        $91.7        14.1%
Cost of goods sold from electronic retailing.................        447.4       390.5         56.9        14.6
Operating, selling, general and administrative
     expenses................................................        149.1       128.2         20.9        16.3
                                                                 ---------   ---------    ---------    --------
Operating income before depreciation
     and amortization (a)....................................       $144.8      $130.9        $13.9        10.6%
                                                                 =========   =========    =========    ========
Gross margin.................................................         39.7%       39.9%
                                                                 =========   =========
<FN>
---------------
(a) See footnote (1) on page 16.
</FN>
</TABLE>

     The increase in net sales from  electronic  retailing of $91.7  million for
the three month  period  from 1999 to 2000 is due to the effects of 3.6%,  11.8%
and 37.3% increases in the average number of homes receiving QVC services in the
United States ("US"), United Kingdom ("UK") and Germany,  respectively, and 6.8%
and 17.5%  increases in net sales per home in the US and Germany,  respectively,
and a 5.2% decrease in net sales per home in the UK.

     The  increase in cost of goods sold is  primarily  related to the growth in
net sales. The changes in gross margin are a result of a shift in sales mix.

     Of  the  $20.9  million  increase  in  operating,   selling,   general  and
administrative  expenses  for the three month  period  from 1999 to 2000,  $10.9
million is attributable to higher variable costs associated with the increase in
sales volume. The remaining increases are attributable to higher personnel costs
to support the increased sales volume in the US, UK and Germany.

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

     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 depreciation  expense,  amortization expense and
interest  expense for the three month period from 1999 to 2000 are primarily due
to the effects of our acquisition of Lenfest in January 2000, our acquisition of
a controlling  interest in Jones Intercable,  Inc. ("Jones Intercable") in April
1999, as well as our increased levels of capital expenditures.

     Interest Expense

     The $57.4 million  increase in interest  expense for the three month period
from 1999 to 2000 is primarily due to the effects of our  acquisition of Lenfest
in January 2000, our acquisition of a controlling  interest in Jones  Intercable
in April 1999 and the issuance of the ZONES in October and November 1999.

     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.

     Investment Income

     During  the three  months  ended  March 31,  2000 and 1999,  we  recognized
pre-tax  gains of $556.4  million and $0.3  million,  respectively,  on sales of
certain of our fair value  method  investments.  These gains were  recorded as a
reclassification  from  accumulated  other  comprehensive  income to  investment
income.

                                       18
<PAGE>
                      COMCAST CORPORATION AND SUBSIDIARIES
                                    FORM 10-Q
                          QUARTER ENDED MARCH 31, 2000


     During the three months ended March 31, 2000 and 1999, in  connection  with
certain  mergers of publicly  traded  companies  held by us and accounted for as
investments available for sale, we recognized pre-tax gains of $33.0 million and
$187.6 million, respectively, representing the difference between the fair value
of the securities received by us and our basis in the securities exchanged. Such
gains were recorded as a reclassifications  from accumulated other comprehensive
income to investment income.

     During the three  months  ended  March 31,  1999,  we  recorded  investment
expense of $51.4 million  related to changes in the value of and the  settlement
of call options on certain of our unrestricted equity investments,  all of which
expired by November 1999.

     During the three months ended March 31, 2000 and 1999, we recorded  pre-tax
losses of $4.9 million and $35.3 million on certain of our investments  based on
a decline in value that was considered other than temporary.

     Expense Related to Indexed Debt

     The ZONES are being accounted for as an indexed debt  instrument  since the
maturity value is dependent upon the fair value of Sprint PCS stock.  Therefore,
the carrying value of the ZONES was increased by $687.5 million during the three
months ended March 31, 2000 to reflect the fair value of the  underlying  Sprint
PCS stock.

     Income Tax (Benefit) Expense

     The change in income tax (benefit)  expense for the three month period from
1999 to 2000 is  primarily  the  result of the  effects of changes in our income
before taxes and minority interest, and non-deductible goodwill amortization.

     Minority Interest

     The $18.9 million increase in minority  interest for the three month period
from 1999 to 2000 is  attributable  to the  effects  of our  acquisition  of the
California  Public  Employees  Retirement  System's 45% interest in Comcast MHCP
Holdings L.L.C. in February 2000 and to changes in the net income or loss of our
other 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 an extraordinary loss, net of tax of $5.1 million.

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

                                       19
<PAGE>
                      COMCAST CORPORATION AND SUBSIDIARIES
                                    FORM 10-Q
                          QUARTER ENDED MARCH 31, 2000


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 these actions will not 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:

          10.1   Compensation  Agreement by and between Comcast  Corporation and
                 Brian  L.  Roberts.

          10.2   Compensation and Deferred Compensation Agreement by and between
                 Comcast  Corporation and Ralph J. Roberts, as amended.

          10.3   The Comcast Corporation  Retirement-Investment Plan, as amended
                 and restated.

          27.1   Financial Data Schedule.

     (b) Reports on Form 8-K:

          (i)    We filed a  Current  Report  under  Item 5 on  January  4, 2000
                 relating to our announcement  that we entered into a definitive
                 agreement   to  acquire  the   California   Public   Employees'
                 Retirement  System's 45% ownership  interest in cable  operator
                 Comcast  MHCP  Holdings,  L.L.C.,  an indirect  majority  owned
                 subsidiary of ours.

          (ii)   We filed a Current  Report  under  Item 5 on January  21,  2000
                 relating to our announcement  that we, through our wholly owned
                 subsidiary  Comcast  LCI  Holdings,  Inc.,  had  completed  our
                 acquisition of Lenfest Communications, Inc.

          (iii)  We  filed a  Current  Report  under  Item 2 on  March  3,  2000
                 relating to our announcement  that we, through our wholly owned
                 subsidiary,  Comcast JOIN  Holdings,  Inc.,  had  completed our
                 acquisition of Jones Intercable, Inc.

                                       20
<PAGE>
                      COMCAST CORPORATION AND SUBSIDIARIES
                                    FORM 10-Q
                          QUARTER ENDED MARCH 31, 2000

                                    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 5, 2000


                                       21