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

                                    FORM 10-Q
(Mark One)

(X)  Quarterly Report pursuant to Section 13 or 15(d) of the Securities Exchange
     Act of 1934
     for the Quarterly Period Ended:
                                  JUNE 30, 2002
                                       OR
( )  Transition  Report  pursuant  to  Section  13 or  15(d)  of the  Securities
     Exchange Act of 1934
     for the Transition Period from ________ to ________.

                          Commission File Number 0-6983

                            [GRAPHIC OMITTED - LOGO]


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

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

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

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

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

            Yes  X                                   No
                ---                                     ----
                           __________________________

As of June 30, 2002,  there were  915,707,981  shares of Class A Special  Common
Stock, 21,591,115 shares of Class A Common Stock and 9,444,375 shares of Class B
Common Stock outstanding.

<PAGE>

                      COMCAST CORPORATION AND SUBSIDIARIES
                                    FORM 10-Q
                           QUARTER ENDED JUNE 30, 2002
                                TABLE OF CONTENTS
<TABLE>
<CAPTION>
                                                                                                          Page
                                                                                                         Number
                                                                                                         ------
<S>        <C>                                                                                      <C>
PART I.    FINANCIAL INFORMATION

           ITEM 1.    Financial Statements

                      Condensed Consolidated Balance Sheet as of June 30, 2002
                      and December 31, 2001 (Unaudited)......................................................2

                      Condensed Consolidated Statement of Operations and Retained  Earnings for
                      the Three and Six Months Ended June 30, 2002 and 2001 (Unaudited)......................3

                      Condensed Consolidated Statement of Cash Flows for the Six Months
                      Ended June 30, 2002 and 2001 (Unaudited)...............................................4

                      Notes to Condensed Consolidated Financial Statements (Unaudited)..................5 - 18

           ITEM 2.    Management's Discussion and Analysis of Financial Condition
                      and Results of Operations........................................................19 - 27

PART II.   OTHER INFORMATION

           ITEM 1.    Legal Proceedings.....................................................................28

           ITEM 4.    Submission of Matters to a Vote of Security Holders...................................29

           ITEM 6.    Exhibits and Reports on Form 8-K......................................................30

           SIGNATURE........................................................................................31
</TABLE>
                       ___________________________________

     This  Quarterly  Report on Form 10-Q is for the three months ended June 30,
2002.  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

     On December 19, 2001,  we entered into an Agreement and Plan of Merger with
AT&T Corp.  ("AT&T")  pursuant  to which we agreed to a  transaction  which will
result in the combination of Comcast and a holding  company of AT&T's  broadband
business ("AT&T Broadband").  On July 10, 2002, the shareholders of both Comcast
and AT&T approved the  transaction.  Upon closing of the  transaction,  which is
subject to  regulatory  and other  approvals,  we will own cable  systems in new
communities  in which we do not have  established  relationships  with the cable
subscribers, franchising authority and community leaders. 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, our businesses may be affected by, among other things:
     o    changes in laws and regulations,
     o    changes in the competitive environment,
     o    changes in technology,
     o    industry consolidation and mergers,
     o    franchise related matters,
     o    market  conditions that may adversely  affect the availability of debt
          and equity  financing for working capital,  capital  expenditures or
          other purposes,
     o    demand for the programming content we distribute or the willingness of
          other video program distributors to carry our content, and
     o    general economic conditions.

<PAGE>

                      COMCAST CORPORATION AND SUBSIDIARIES
                                    FORM 10-Q
                           QUARTER ENDED JUNE 30, 2002

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

ITEM 1.   FINANCIAL STATEMENTS

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

                                                                           (Dollars in millions, except share data)
                                                                                   June 30,        December 31,
                                                                                     2002               2001
                                                                                  ----------       -----------
<S>                                                                                   <C>               <C>
ASSETS
------
CURRENT ASSETS
   Cash and cash equivalents....................................................      $557.8            $350.0
   Investments..................................................................     1,057.6           2,623.2
   Accounts receivable, less allowance for doubtful accounts of
     $166.9 and $153.9..........................................................       957.0             967.4
   Inventories, net.............................................................       414.0             454.5
   Deferred income taxes........................................................       135.9             128.7
   Other current assets.........................................................       337.7             153.7
                                                                                  ----------       -----------
       Total current assets.....................................................     3,460.0           4,677.5
                                                                                  ----------       -----------
INVESTMENTS.....................................................................       727.6           1,679.2
PROPERTY AND EQUIPMENT, net of accumulated depreciation of $3,238.2 and $2,725.7     7,023.1           7,011.1
GOODWILL........................................................................     6,446.3           6,289.4
FRANCHISE RIGHTS................................................................    16,599.4          16,533.0
OTHER INTANGIBLE ASSETS, net of accumulated amortization of $803.3 and $664.6...     1,471.7           1,686.9
OTHER NONCURRENT ASSETS, net....................................................       390.7             383.4
                                                                                  ----------       -----------
                                                                                   $36,118.8         $38,260.5
                                                                                  ==========       ===========
LIABILITIES AND STOCKHOLDERS' EQUITY
------------------------------------
CURRENT LIABILITIES
   Accounts payable.............................................................      $680.1            $698.2
   Accrued expenses and other current liabilities...............................     1,371.7           1,695.5
   Deferred income taxes........................................................       121.8             404.1
   Current portion of long-term debt............................................       206.9             460.2
                                                                                  ----------       -----------
       Total current liabilities................................................     2,380.5           3,258.0
                                                                                  ----------       -----------
LONG-TERM DEBT, less current portion............................................    10,543.5          11,741.6
                                                                                  ----------       -----------
DEFERRED INCOME TAXES...........................................................     6,755.2           6,375.7
                                                                                  ----------       -----------
OTHER NONCURRENT LIABILITIES....................................................     1,421.1           1,532.0
                                                                                  ----------       -----------
MINORITY INTEREST...............................................................       986.7             880.2
                                                                                  ----------       -----------
COMMITMENTS AND CONTINGENCIES (NOTE 10)
STOCKHOLDERS' EQUITY
   Class A special common stock, $1 par value - authorized,
     2,500,000,000 shares; issued, 915,707,981 and 937,256,465; outstanding,
     915,707,981and 913,931,554.................................................       915.7             913.9
   Class A common stock, $1 par value - authorized, 200,000,000 shares;
     issued, 21,591,115 and 21,829,422..........................................        21.6              21.8
   Class B common stock, $1 par value - authorized, 50,000,000 shares;
     issued, 9,444,375..........................................................         9.4               9.4
   Additional capital...........................................................    11,791.5          11,752.0
   Retained earnings............................................................     1,317.3           1,631.5
   Accumulated other comprehensive income (loss)................................       (23.7)            144.4
                                                                                  ----------       -----------
       Total stockholders' equity...............................................    14,031.8          14,473.0
                                                                                  ----------       -----------
                                                                                   $36,118.8         $38,260.5
                                                                                  ==========       ===========
See notes to condensed consolidated financial statements.

                                                          2
</TABLE>

<PAGE>

<TABLE>
<CAPTION>
                                          COMCAST CORPORATION AND SUBSIDIARIES
                                                        FORM 10-Q
                                               QUARTER ENDED JUNE 30, 2002
                                   CONDENSED CONSOLIDATED STATEMENT OF OPERATIONS AND
                                                    RETAINED EARNINGS
                                                       (Unaudited)

                                                                           (Amounts in millions, except per share data)
                                                                              Three Months Ended     Six Months Ended
                                                                                   June 30,              June 30,
                                                                               2002       2001      2002       2001
                                                                            ---------  ---------  ---------  ---------
<S>                                                                          <C>        <C>        <C>        <C>
REVENUES
    Service revenues.......................................................  $1,714.4   $1,462.7   $3,393.4   $2,810.7
    Net sales from electronic retailing....................................     994.5      876.0    1,988.0    1,760.0
                                                                            ---------  ---------  ---------  ---------
                                                                              2,708.9    2,338.7    5,381.4    4,570.7
                                                                            ---------  ---------  ---------  ---------
COSTS AND EXPENSES
    Operating (excluding depreciation).....................................     723.4      671.7    1,469.4    1,311.4
    Cost of goods sold from electronic retailing (excluding depreciation)..     628.8      555.2    1,260.0    1,111.8
    Selling, general and administrative....................................     490.1      418.9      977.2      820.4
    Depreciation...........................................................     342.8      273.9      676.6      514.7
    Amortization...........................................................      45.4      552.3       98.7    1,046.2
                                                                            ---------  ---------  ---------  ---------
                                                                              2,230.5    2,472.0    4,481.9    4,804.5
                                                                            ---------  ---------  ---------  ---------
OPERATING INCOME (LOSS)....................................................     478.4     (133.3)     899.5     (233.8)
OTHER INCOME (EXPENSE)
    Interest expense.......................................................    (182.6)    (178.5)    (369.3)    (360.8)
    Investment income (expense)............................................    (459.1)     502.7     (707.1)     717.4
    Equity in net losses of affiliates.....................................     (43.0)      (9.5)     (48.4)      (6.6)
    Other income (expense).................................................       9.6       (6.3)     (14.0)   1,187.9
                                                                            ---------  ---------  ---------  ---------
                                                                               (675.1)     308.4   (1,138.8)   1,537.9
                                                                            ---------  ---------  ---------  ---------
INCOME (LOSS) BEFORE INCOME TAXES, MINORITY INTEREST
    AND CUMULATIVE EFFECT OF ACCOUNTING CHANGE.............................    (196.7)     175.1     (239.3)   1,304.1
INCOME TAX BENEFIT (EXPENSE)...............................................      32.9     (103.0)      30.2     (588.6)
                                                                            ---------  ---------  ---------  ---------
INCOME (LOSS) BEFORE MINORITY INTEREST AND CUMULATIVE EFFECT
    OF ACCOUNTING CHANGE...................................................    (163.8)      72.1     (209.1)     715.5
MINORITY INTEREST..........................................................     (45.8)     (36.9)     (89.4)     (63.6)
                                                                            ---------  ---------  ---------  ---------
INCOME (LOSS) BEFORE CUMULATIVE EFFECT OF ACCOUNTING CHANGE................    (209.6)      35.2     (298.5)     651.9
CUMULATIVE EFFECT OF ACCOUNTING CHANGE.....................................                                      384.5
                                                                            ---------  ---------  ---------  ---------
NET INCOME (LOSS)..........................................................   ($209.6)     $35.2    ($298.5)  $1,036.4
                                                                            =========  =========  =========  =========
RETAINED EARNINGS
    Beginning of period....................................................  $1,541.4   $2,040.6   $1,631.5   $1,056.5
    Net income (loss)......................................................    (209.6)      35.2     (298.5)   1,036.4
    Retirement of common stock.............................................     (14.5)                (15.7)     (17.1)
                                                                            ---------  ---------  ---------  ---------
    End of period..........................................................  $1,317.3   $2,075.8   $1,317.3   $2,075.8
                                                                            =========  =========  =========  =========
BASIC EARNINGS (LOSS) PER COMMON SHARE
    Income (loss) before cumulative effect of accounting change............    ($0.22)     $0.04     ($0.31)     $0.69
    Cumulative effect of accounting change.................................                                       0.40
                                                                            ---------  ---------  ---------  ---------
       Net income (loss)...................................................    ($0.22)     $0.04     ($0.31)     $1.09
                                                                            =========  =========  =========  =========
BASIC WEIGHTED AVERAGE NUMBER OF COMMON SHARES OUTSTANDING.................     952.3      951.1      951.9      948.2
                                                                            =========  =========  =========  =========
DILUTED EARNINGS (LOSS) PER COMMON SHARE
    Income (loss) before cumulative effect of accounting change............    ($0.22)     $0.04     ($0.31)     $0.67
    Cumulative effect of accounting change.................................                                       0.40
                                                                            ---------  ---------  ---------  ---------
       Net income (loss)...................................................    ($0.22)     $0.04     ($0.31)     $1.07
                                                                            =========  =========  =========  =========
DILUTED WEIGHTED AVERAGE NUMBER OF COMMON SHARES OUTSTANDING...............     952.3      965.6      951.9      965.3
                                                                            =========  =========  =========  =========

See notes to condensed consolidated financial statements.

                                                            3
</TABLE>

<PAGE>

<TABLE>
<CAPTION>
                                       COMCAST CORPORATION AND SUBSIDIARIES
                                                    FORM 10-Q
                                           QUARTER ENDED JUNE 30, 2002
                                  CONDENSED CONSOLIDATED STATEMENT OF CASH FLOWS
                                                   (Unaudited)


                                                                                         (Dollars in millions)
                                                                                       Six Months Ended June 30,
                                                                                          2002           2001
                                                                                        ---------      --------
<S>                                                                                       <C>          <C>
OPERATING ACTIVITIES
   Net income (loss)................................................................      ($298.5)     $1,036.4
   Adjustments to reconcile net income (loss) to net cash provided
     by operating activities:
     Depreciation...................................................................        676.6         514.7
     Amortization...................................................................         98.7       1,046.2
     Non-cash interest expense, net.................................................         21.5          26.1
     Equity in net losses of affiliates.............................................         48.4           6.6
     Losses (gains) on investments and other income (expense), net..................        738.8      (1,875.5)
     Minority interest..............................................................         89.4          63.6
     Cumulative effect of accounting change.........................................                     (384.5)
     Deferred income taxes..........................................................         (4.2)       (131.9)
     Proceeds from sales of trading security........................................                      280.3
     Other..........................................................................         (9.7)         19.3
                                                                                        ---------      --------
                                                                                          1,361.0         601.3
     Changes in working capital, net of effects of acquisitions and divestitures:
       Decrease in accounts receivable, net.........................................          8.9         111.2
       Decrease (increase) in inventories, net......................................         40.5         (33.3)
       Increase in other current assets.............................................        (18.2)        (65.3)
       (Decrease) increase in accounts payable, accrued expenses and other
         current liabilities........................................................       (341.7)        360.7
                                                                                        ---------      --------
                                                                                           (310.5)        373.3
           Net cash provided by operating activities................................      1,050.5         974.6
                                                                                        ---------      --------
FINANCING ACTIVITIES
   Proceeds from borrowings.........................................................        632.1       4,554.7
   Retirements and repayments of debt...............................................     (1,169.3)     (3,206.4)
   Proceeds from settlement of interest rate exchange agreements....................         56.8
   Issuances of common stock........................................................         11.2          20.2
   Deferred financing costs.........................................................         (2.3)        (22.5)
                                                                                        ---------      --------
           Net cash (used in) provided by financing activities......................       (471.5)      1,346.0
                                                                                        ---------      --------
INVESTING ACTIVITIES
   Acquisitions, net of cash acquired...............................................        (16.1)       (872.8)
   Sales (purchases) of short-term investments, net.................................          3.0        (135.5)
   Purchases of investments.........................................................        (31.6)       (175.7)
   Proceeds from sales of investments...............................................        595.9         225.3
   Capital expenditures.............................................................       (788.9)     (1,143.7)
   Additions to intangible and other noncurrent assets..............................       (133.5)       (123.8)
                                                                                        ---------      --------
           Net cash used in investing activities....................................       (371.2)     (2,226.2)
                                                                                        ---------      --------
INCREASE IN CASH AND CASH EQUIVALENTS...............................................        207.8          94.4
CASH AND CASH EQUIVALENTS, beginning of period......................................        350.0         651.5
                                                                                        ---------      --------
CASH AND CASH EQUIVALENTS, end of period............................................       $557.8        $745.9
                                                                                        =========      ========


See notes to condensed consolidated financial statements.

                                                        4
</TABLE>

<PAGE>

                      COMCAST CORPORATION AND SUBSIDIARIES
                                    FORM 10-Q
                           QUARTER ENDED JUNE 30, 2002
              NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
                                   (Unaudited)

1.   CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

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

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

     For a more complete  discussion of the  Company's  accounting  policies and
     certain other information,  refer to the financial  statements  included in
     the Company's  Annual  Report on Form 10-K for the year ended  December 31,
     2001.

     Reclassifications
     Certain  reclassifications  have  been  made to the  prior  year  financial
     statements to conform to those classifications used in 2002 (see Note 2).

2.   RECENT ACCOUNTING PRONOUNCEMENTS

     SFAS No. 133, as Amended
     On January 1, 2001, the Company adopted  Statement of Financial  Accounting
     Standards  ("SFAS")  No.  133,  "Accounting  for  Derivatives  and  Hedging
     Activities," as amended. SFAS No. 133 establishes  accounting and reporting
     standards for  derivatives  and hedging  activities.  SFAS No. 133 requires
     that all  derivative  instruments be reported on the balance sheet at their
     fair  values.  Upon  adoption of SFAS No. 133,  the Company  recognized  as
     income a cumulative  effect of  accounting  change,  net of related  income
     taxes,  of $384.5  million.  The  increase in income  consisted of a $400.2
     million  adjustment  to record  the debt  component  of  indexed  debt at a
     discount from its value at maturity and $191.3 million  principally related
     to the  reclassification  of gains previously  recognized as a component of
     accumulated  other  comprehensive  income  (loss) on the  Company's  equity
     derivative  instruments,  net of related  deferred  income  taxes of $207.0
     million.

     SFAS No. 142
     The Financial  Accounting  Standards  Board  ("FASB")  issued SFAS No. 142,
     "Goodwill  and  Other  Intangible  Assets,"  in June  2001.  SFAS  No.  142
     addresses how intangible  assets that are acquired  individually  or with a
     group of other assets should be accounted for in financial  statements upon
     and subsequent to their  acquisition.  The Company  adopted SFAS No. 142 on
     January 1, 2002,  as  required by the new  statement.  Upon  adoption,  the
     Company no longer amortizes  goodwill and other indefinite lived intangible
     assets,  which consist of cable and sports franchise rights. The Company is
     required to test its goodwill and intangible  assets that are determined to
     have an indefinite life for impairment at least annually. The provisions of
     SFAS No. 142 require the completion of an initial  transitional  impairment
     assessment,  with any impairments identified treated as a cumulative effect
     of a change in accounting principle.  The Company completed this assessment
     and determined that no cumulative  effect results from adopting this change
     in accounting  principle.  The  provisions of SFAS No. 142 also require the
     completion of an annual impairment test, with any impairments recognized in
     current  earnings.  The Company completed the annual impairment test during
     the three  months  ended June 30, 2002 and  determined  that no  impairment
     charge is necessary (see Note 6).

     SFAS No. 143
     The  FASB   issued  SFAS  No.  143,   "Accounting   for  Asset   Retirement
     Obligations," in June 2001. SFAS No. 143 addresses financial accounting and
     reporting  for  obligations  associated  with the  retirement  of  tangible
     long-lived  assets and the associated asset retirement  costs. SFAS No. 143
     is effective for fiscal years beginning after June 15,

                                        5
<PAGE>

                      COMCAST CORPORATION AND SUBSIDIARIES
                                    FORM 10-Q
                           QUARTER ENDED JUNE 30, 2002
        NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS - CONTINUED
                                   (Unaudited)

     2002.  The Company does not expect the adoption of SFAS No. 143 will have a
     material impact on its financial condition or results of operations.

     SFAS No. 144
     The FASB issued SFAS No. 144, "Accounting for the Impairment or Disposal of
     Long-Lived Assets," in August 2001. SFAS No. 144, which addresses financial
     accounting  and reporting for the  impairment of long-lived  assets and for
     long-lived  assets  to be  disposed  of,  supercedes  SFAS  No.  121 and is
     effective for fiscal years  beginning  after December 15, 2001. The Company
     adopted  SFAS No. 144 on January 1, 2002.  The adoption of SFAS No. 144 had
     no impact on the Company's financial condition or results of operations.

     SFAS No. 145
     The FASB issued SFAS No. 145, "Rescission of FASB Statements No. 4, 44, and
     64,  Amendment of FASB  Statement  No. 13, and Technical  Corrections,"  in
     April  2002.  SFAS No.  145  rescinds,  amends or makes  various  technical
     corrections to certain existing authoritative  pronouncements.  Among other
     things,  SFAS No. 145 will  change the  accounting  for  certain  gains and
     losses resulting from  extinguishments  of debt by requiring that a gain or
     loss from  extinguishments  of debt be classified as an extraordinary  item
     only if it meets the specific  criteria of APB Opinion No. 30. SFAS No. 145
     also  requires  that cash flows from all  trading  securities,  such as the
     Company's  investment  in Sprint  PCS,  be  classified  as cash  flows from
     operating activities in its statement of cash flows.

     The Company adopted the provisions of SFAS No. 145 effective April 1, 2002,
     as permitted by the new statement. The Company previously classified losses
     from  debt  extinguishments  as  extraordinary  items in its  statement  of
     operations.  Upon adoption of SFAS No. 145, the Company  reclassified these
     losses  from  extraordinary  items  to  interest  expense  for all  periods
     presented in its statement of operations.  The change in classification had
     no effect on the Company's net income  (loss) or financial  condition.  The
     Company  previously  classified  cash  flows  from  purchases,   sales  and
     maturities  of its  investment  in Sprint PCS as cash flows from  investing
     activities in its statement of cash flows. The change in classification was
     to increase the Company's net cash provided by operating  activities and to
     increase the  Company's net cash used in investing  activities  for the six
     months ended June 30, 2001.

     SFAS No. 146
     The FASB issued SFAS No. 146, "Accounting for Costs Associated with Exit or
     Disposal  Activities," in June 2002. SFAS No. 146 changes the standards for
     recognition of a liability for a cost  associated  with an exit or disposal
     activity. SFAS No. 146 requires that a liability for a cost associated with
     an exit or disposal  activity be recognized when the liability is incurred.
     SFAS No. 146  establishes  that fair  value is the  objective  for  initial
     measurement  of the  liability.  SFAS No. 146  nullifies  the  guidance  of
     Emerging Issues Task Force ("EITF") 94-3 under which an entity recognized a
     liability for an exit cost on the date that the entity  committed itself to
     an exit plan.  The Company  will adopt the  provisions  of SFAS No. 146 for
     exit or disposal  activities that are initiated after December 31, 2002, as
     required by the new statement.  The Company does not expect the adoption of
     SFAS No.  146 will have a material  impact on its  financial  condition  or
     results of operations.

     EITF 01-9
     In November  2001,  the EITF of the FASB  reached a consensus on EITF 01-9,
     "Accounting for Consideration  Given to a Customer (Including a Reseller of
     the Vendor's  Products").  EITF 01-9  requires,  among other  things,  that
     consideration  paid to  customers  should be  classified  as a reduction of
     revenue unless certain criteria are met.  Certain of the Company's  content
     subsidiaries have paid or may pay distribution fees to cable television and
     satellite broadcast systems for carriage of their programming.  The Company
     previously  classified  the  amortization  of  these  distribution  fees as
     expense in its  statement  of  operations.  Upon  adoption  of EITF 01-9 on
     January 1, 2002,  the Company  reclassified  certain of these  distribution
     fees from expense to a revenue  reduction for all periods  presented in its
     statement of operations.  The change in classification had no impact on the
     Company's  reported  operating income (loss) or financial  condition.  This
     change  does  not  apply  to  distribution   fees  paid  by  the  Company's
     consolidated  subsidiary,  QVC, Inc. ("QVC") as the counterparties to QVC's
     distribution agreements

                                        6
<PAGE>

                      COMCAST CORPORATION AND SUBSIDIARIES
                                    FORM 10-Q
                           QUARTER ENDED JUNE 30, 2002
        NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS - CONTINUED
                                   (Unaudited)

     do not make revenue  payments to QVC.  Amortization  expense  includes $5.0
     million,  $7.0  million,  $9.6 million and $14.1  million  during the three
     months  ended June 30,  2002 and 2001 and during the six months  ended June
     30, 2002 and 2001, respectively, related to QVC distribution fees.

     EITF 01-14
     In  November  2001,  the FASB staff  announced  EITF Topic  D-103,  "Income
     Statement  Characterization of Reimbursements  Received for 'Out-of-Pocket'
     Expenses  Incurred," which has subsequently  been  recharacterized  as EITF
     01-14. EITF 01-14 requires that  reimbursements  received for out-of-pocket
     expenses   incurred  be  characterized  as  revenue  in  the  statement  of
     operations.

     Under the terms of its franchise agreements, the Company is required to pay
     up to 5% of its gross revenues derived from providing cable services to the
     local franchising authority. The Company normally passes these fees through
     to its cable subscribers. The Company previously classified cable franchise
     fees  collected  from its cable  subscribers  as a reduction of the related
     franchise fee expense included within selling,  general and  administrative
     expenses in its statement of operations.

     EITF 01-14,  by analogy,  applies to franchise  fees. Upon adoption of EITF
     01-14 on January 1, 2002, the Company reclassified franchise fees collected
     from  cable   subscribers   from  a  reduction  of  selling,   general  and
     administrative  expenses to a component of service revenues for all periods
     presented in its statement of operations.  The change in classification had
     no impact on the Company's  reported  operating  income (loss) or financial
     condition.

3.   EARNINGS (LOSS) PER COMMON SHARE

     Earnings  (loss) per common share is computed by dividing net income (loss)
     by the weighted  average  number of common  shares  outstanding  during the
     period on a basic and diluted basis.

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


<TABLE>
<CAPTION>
                                                           (Amounts in millions, except per share data)
                                                             Three Months Ended       Six Months Ended
                                                                  June 30,                June 30,
                                                               2002       2001        2002       2001
                                                             ---------  ---------   ---------  ---------
<S>                                                            <C>          <C>       <C>         <C>
   Income (loss) before cumulative effect of accounting
     change used for Diluted EPS..........................     ($209.6)     $35.2     ($298.5)    $651.9
                                                             =========  =========   =========  =========
   Basic weighted average number of common shares
     outstanding..........................................       952.3      951.1       951.9      948.2
   Dilutive securities:
        Series B convertible preferred stock..............                                           2.1
        Stock option and restricted stock plans...........                   14.5                   15.0
                                                             ---------  ---------   ---------  ---------
   Diluted weighted average number of common shares
     outstanding..........................................       952.3      965.6       951.9      965.3
                                                             =========  =========   =========  =========
   Diluted income (loss) before cumulative effect of
     accounting change per common share...................      ($0.22)     $0.04      ($0.31)     $0.67
                                                             =========  =========   =========  =========
</TABLE>

   Potentially   dilutive  securities  related  to  the  Company's  Zero  Coupon
   Debentures,  stock  options  and  restricted  stock  plans (see  below)  were
   excluded  from the  computation  of Diluted  EPS for the three and six months
   ended  June 30,  2002  because  their  effect  on loss per  common  share was
   antidilutive.


                                        7
<PAGE>

                      COMCAST CORPORATION AND SUBSIDIARIES
                                    FORM 10-Q
                           QUARTER ENDED JUNE 30, 2002
        NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS - CONTINUED
                                   (Unaudited)

   The Company's Zero Coupon  Convertible  Debentures due 2020 (the "Zero Coupon
   Debentures"  - see Note 7) may be  converted at any time prior to maturity if
   the  closing  sale price of the  Company's  Class A Special  Common  Stock is
   greater than 110% of the accreted conversion price (as defined).  Diluted EPS
   for the three  months  ended  June 30,  2002 and 2001 and for the six  months
   ended  June 30,  2002 and 2001,  respectively,  excludes  approximately  19.8
   million,  21.1 million, 19.8 million and 21.1 million potential common shares
   related to the Zero Coupon Debentures,  respectively, as the weighted average
   closing  sale price of the  Company's  Class A Special  Common  Stock was not
   greater than 110% of the accreted conversion price.

   Diluted  EPS for the  three  and six  months  ended  June 30,  2002  excludes
   approximately  64.7 million and 63.7 million  potential common shares related
   to the Company's stock option and restricted  stock plans because the assumed
   issuance of such potential  common shares is antidilutive in periods in which
   there is a loss. Diluted EPS for the three and six months ended June 30, 2001
   excludes  approximately  2.3 million and 2.1 million potential common shares,
   respectively,  related to the Company's stock option plans because the option
   exercise  price was greater than the average  market  price of the  Company's
   common stock for the period.

4. ACQUISITIONS AND OTHER SIGNIFICANT EVENTS

   Agreement and Plan of Merger with AT&T Broadband
   On December 19,  2001,  the Company  entered  into an  Agreement  and Plan of
   Merger with AT&T Corp.  ("AT&T")  pursuant  to which the Company  agreed to a
   transaction which will result in the combination of the Company and a holding
   company of AT&T's broadband  business ("AT&T  Broadband") that AT&T will spin
   off to its shareholders immediately prior to the combination.  As of June 30,
   2002, AT&T Broadband served approximately 13.3 million subscribers. Under the
   terms of the transaction, the combined company will issue approximately 1.235
   billion shares of its voting common stock to AT&T Broadband  shareholders  in
   exchange for all of AT&T's interests in AT&T Broadband, and approximately 115
   million shares of its common stock to Microsoft Corporation  ("Microsoft") in
   exchange for AT&T Broadband  shares that  Microsoft will receive  immediately
   prior to the completion of the transaction for settlement of their $5 billion
   aggregate   principal  amount  in  quarterly  income  preferred   securities.
   Excluding  AT&T  Broadband's   exchangeable   notes,  which  are  mandatorily
   redeemable at AT&T Broadband's  option into shares of certain publicly traded
   companies held by AT&T Broadband,  the Company  currently  estimates that the
   combined  company  will  require   approximately   $20  billion  of  assumed,
   refinanced  and  new  indebtedness  upon  completion  of the  AT&T  Broadband
   transaction.  For each share of a class of common  stock of Comcast that they
   hold at the time of the merger,  each  Comcast  shareholder  will receive one
   share of a corresponding class of stock of the combined company.  The Company
   expects that the transaction will qualify as tax-free to both the Company and
   to AT&T. The Company will account for the transaction as an acquisition under
   the purchase method of accounting,  with the Company as the acquiring entity.
   Consideration of facts and circumstances leading to the identification of the
   Company  as the  acquiring  entity is  described  in Note 5 to the  financial
   statements  included in the Company's Annual Report on Form 10-K for the year
   ended December 31, 2001. On July 10, 2002,  shareholders  of both the Company
   and AT&T approved the  transaction.  The  transaction is subject to customary
   closing conditions and regulatory and other approvals. The Company expects to
   close the transaction by the end of 2002.

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


                                        8
<PAGE>

                      COMCAST CORPORATION AND SUBSIDIARIES
                                    FORM 10-Q
                           QUARTER ENDED JUNE 30, 2002
        NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS - CONTINUED
                                   (Unaudited)


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

<S>                                                                           <C>
          Revenues......................................................      $4,806.1
          Income before cumulative effect of accounting change..........        $605.9
          Net income....................................................        $990.4
          Diluted EPS...................................................         $1.03
</TABLE>

     Other Income (Expense)
     On January 1, 2001, the Company  completed its cable systems  exchange with
     Adelphia  Communications  Corporation  ("Adelphia").  The Company  received
     cable systems serving  approximately  445,000 subscribers from Adelphia and
     Adelphia   received   certain  of  the  Company's   cable  systems  serving
     approximately  441,000  subscribers.  The Company  recorded to other income
     (expense) a pre-tax gain of $1.199  billion,  representing  the  difference
     between the estimated  fair value of $1.799  billion as of the closing date
     of the  transaction  and the Company's cost basis in the systems  exchanged
     (see Note 9).

5.   INVESTMENTS

<TABLE>
<CAPTION>
                                                                                June 30,       December 31,
                                                                                  2002             2001
                                                                             ---------------  ------------
                                                                                  (Dollars in millions)
<S>                                                                                   <C>         <C>
           Fair value method
                  AT&T Corp............................................               $444.2      $1,514.9
                  Sprint Corp. PCS Group...............................                758.2       2,109.5
                  Other................................................                100.8         227.2
                                                                             ---------------  ------------
                                                                                     1,303.2       3,851.6
           Cost method.................................................                128.3         143.6
           Equity method...............................................                353.7         307.2
                                                                             ---------------  ------------
                  Total investments....................................              1,785.2       4,302.4

           Less, current investments...................................              1,057.6       2,623.2
                                                                             ---------------  ------------
           Non-current investments.....................................               $727.6      $1,679.2
                                                                             ===============  ============
</TABLE>

     Fair Value Method
     The Company  holds  unrestricted  equity  investments  in certain  publicly
     traded  companies  which it accounts for as  available  for sale or trading
     securities.  The unrealized pre-tax gains on available for sale investments
     as of June 30,  2002 and  December  31,  2001 of $32.4  million  and $280.3
     million,  respectively,  have been reported in the Company's  balance sheet
     principally  as a  component  of  accumulated  other  comprehensive  income
     (loss),  net of related  deferred  income taxes of $11.3  million and $95.3
     million, respectively.


                                        9
<PAGE>

                      COMCAST CORPORATION AND SUBSIDIARIES
                                    FORM 10-Q
                           QUARTER ENDED JUNE 30, 2002
        NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS - CONTINUED
                                   (Unaudited)

     The cost, fair value and gross  unrealized  gains and losses related to the
     Company's available for sale securities are as follows:


<TABLE>
<CAPTION>
                                                               June 30,          December 31,
                                                                 2002                2001
                                                              -----------         -----------
                                                                   (Dollars in millions)

<S>                                                                <C>               <C>
     Cost................................................          $469.7            $1,355.0
     Gross unrealized gains..............................            33.1               283.2
     Gross unrealized losses.............................            (0.7)               (2.9)
                                                              -----------         -----------

     Fair value..........................................          $502.1            $1,635.3
                                                              ===========         ===========
</TABLE>

     Derivatives
     The Company uses derivative financial instruments to manage its exposure to
     fluctuations  in interest  rates,  securities  prices and  certain  foreign
     currencies. The Company also invests in businesses, to some degree, through
     the purchase of equity call option or call warrant agreements.  The Company
     has issued indexed debt  instruments  and prepaid  forward sale  agreements
     whose value, in part, is derived from the market value of Sprint PCS common
     stock.

     The  unrealized  pre-tax losses on cash flow hedges as of June 30, 2002 and
     December 31, 2001 of $1.7  million and $0.9  million have been  reported in
     the  Company's   balance  sheet  as  a  component  of   accumulated   other
     comprehensive  income (loss),  net of related deferred income taxes of $0.6
     million and $0.3 million, respectively.

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


<TABLE>
<CAPTION>
                                                              Three Months Ended         Six Months Ended
                                                                   June 30,                  June 30,
                                                              2002         2001         2002         2001
                                                            ---------    ---------    ---------    ---------

<S>                                                             <C>          <C>          <C>          <C>
Interest and dividend income...............................     $10.6        $17.4        $17.5        $35.0
(Losses) gains on sales and exchanges of investments, net..    (102.5)       448.0       (100.9)       459.6
Investment impairment losses...............................    (208.7)       (45.0)      (221.3)      (939.1)
Reclassification of unrealized gains.......................                                          1,092.4
Unrealized (loss) gain on Sprint PCS common stock..........    (420.2)       392.4     (1,439.7)       265.6
Mark to market adjustments on derivatives related to
     Sprint PCS common stock...............................     324.2       (317.9)     1,171.1       (191.5)
Mark to market adjustments on derivatives and
     hedged items..........................................     (62.5)         7.8       (133.8)        (4.6)
                                                            ---------    ---------    ---------    ---------

     Investment income (expense)...........................   ($459.1)      $502.7      ($707.1)      $717.4
                                                            =========    =========    =========    =========
</TABLE>

     The  investment  impairment  losses for the three and six months ended June
     30, 2002 and the six months ended June 30, 2001 relate principally to other
     than temporary declines in the Company's investment in AT&T.

     The Company reclassified its investment in Sprint PCS from an available for
     sale security to a trading security in connection with the adoption of SFAS
     No. 133 on January 1, 2001. In connection with this  reclassification,  the
     Company recorded to investment income (expense) the accumulated  unrealized
     gain of $1.092 billion on the Company's  investment in Sprint PCS which was
     previously  recorded  as a component  of  accumulated  other  comprehensive
     income (loss).

                                       10
<PAGE>

                      COMCAST CORPORATION AND SUBSIDIARIES
                                    FORM 10-Q
                           QUARTER ENDED JUNE 30, 2002
        NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS - CONTINUED
                                   (Unaudited)

6.   GOODWILL AND INTANGIBLE ASSETS

     The changes in the  carrying  amount of goodwill by business  segment  (see
     Note 11) for the periods presented are as follows (in millions):


<TABLE>
<CAPTION>
                                                                                      Corporate
                                                         Cable          Commerce      and Other            Total
                                                      ------------    ------------   ------------   ------------

<S>                                                    <C>               <C>            <C>          <C>
     Balance, December 31, 2001......................     $4,688.4          $834.8         $766.2       $6,289.4
         Purchase price allocation adjustments.......          5.1                          151.8          156.9
                                                      ------------    ------------   ------------   ------------
     Balance, June 30, 2002..........................     $4,693.5          $834.8         $918.0       $6,446.3
                                                      ============    ============   ============   ============
</TABLE>

     During the six months ended June 30, 2002,  the Company  recorded the final
     purchase price allocation related to the Company's acquisition,  on October
     30,  2001,  of Outdoor  Life  Network,  which  resulted  in an  increase in
     goodwill and a  corresponding  decrease in cable and  satellite  television
     distribution  rights.  In  addition,  during the six months  ended June 30,
     2002, the Company recorded the final purchase price  allocation  related to
     certain of its cable system acquisitions,  which resulted in an increase in
     goodwill and a corresponding decrease in franchise rights.

     As of June 30,  2002,  the  weighted  average  amortization  period for the
     Company's  intangible  assets  subject  to  amortization  is 8.3  years and
     estimated  related  amortization  expense  for each of the five years ended
     December 31 is as follows (in millions):

          2002............................            $200.7
          2003............................            $188.4
          2004............................            $173.4
          2005............................            $159.1
          2006............................            $136.9


                                       11

<PAGE>

                      COMCAST CORPORATION AND SUBSIDIARIES
                                    FORM 10-Q
                           QUARTER ENDED JUNE 30, 2002
        NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS - CONTINUED
                                   (Unaudited)

     The following pro forma financial  information for the three and six months
     ended June 30, 2001,  and for the years ended  December 31, 2001,  2000 and
     1999,  is  presented  as if SFAS No. 142 was  adopted as of January 1, 1999
     (amounts in millions, except per share data):


<TABLE>
<CAPTION>
                                                 Three        Six
                                                 Months      Months
                                                 Ended       Ended
                                                June 30,    June 30,         Years Ended December 31,
                                                  2001        2001         2001        2000        1999
                                               ----------- -----------   ---------   ---------   ---------
<S>                                                <C>      <C>             <C>       <C>         <C>
Net Income
   As reported...............................      $35.2    $1,036.4        $608.6    $2,021.5    $1,065.7
     Amortization of goodwill................       81.8       154.4         334.8       303.5       128.5
     Amortization of equity method goodwill..        6.8        11.1          15.0        15.2         4.4
     Amortization of franchise rights........      274.7       529.4       1,083.7       858.1       258.3
                                               ---------   ---------     ---------   ---------   ---------
   As adjusted...............................     $398.5    $1,731.3      $2,042.1    $3,198.3    $1,456.9
                                               =========   =========     =========   =========   =========

   Income before extraordinary items
     and cumulative effect of
     accounting change, as adjusted..........     $398.5    $1,346.8      $1,659.1    $3,221.9    $1,507.9
                                               =========   =========     =========   =========   =========
Basic EPS
   As reported...............................      $0.04       $1.09         $0.64       $2.24       $1.38
     Amortization of goodwill................       0.08        0.17          0.35        0.34        0.17
     Amortization of equity method goodwill..       0.01        0.01          0.02        0.02        0.01
     Amortization of franchise rights........       0.29        0.56          1.14        0.96        0.35
                                               ---------   ---------     ---------   ---------   ---------
   As adjusted...............................      $0.42       $1.83         $2.15       $3.56       $1.91
                                               =========   =========     =========   =========   =========

Diluted EPS
   As reported...............................      $0.04       $1.07         $0.63       $2.13       $1.30
     Amortization of goodwill................       0.08        0.16          0.35        0.32        0.16
     Amortization of equity method goodwill..       0.01        0.01          0.02        0.02        0.01
     Amortization of franchise rights........       0.28        0.55          1.12        0.90        0.31
                                               ---------   ---------     ---------   ---------   ---------
   As adjusted...............................      $0.41       $1.79         $2.12       $3.37       $1.78
                                               =========   =========     =========   =========   =========
</TABLE>

7.   LONG-TERM DEBT

     Commercial Paper
     The  Company's  senior bank credit  facility  consists of a $2.25  billion,
     five-year revolving credit facility and a $1.925 billion, 364-day revolving
     credit  facility  (together,  the "Comcast  Cable  Revolver").  The 364-day
     revolving credit facility  supports the commercial paper program of Comcast
     Cable  Communications,  Inc.,  a wholly  owned  subsidiary  of the Company.
     Amounts  outstanding  under the commercial  paper program are classified as
     long-term in the  Company's  balance sheet as of June 30, 2002 and December
     31, 2001 as the  Company  has both the ability and the intent to  refinance
     these  obligations,  if  necessary,  on  a  long-term  basis  with  amounts
     available under the Comcast Cable Revolver.


                                       12
<PAGE>

                      COMCAST CORPORATION AND SUBSIDIARIES
                                    FORM 10-Q
                           QUARTER ENDED JUNE 30, 2002
        NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS - CONTINUED
                                   (Unaudited)

     Zero Coupon Convertible Debentures
     The  Company's  Zero Coupon  Debentures  have a yield to maturity of 1.25%,
     computed on a semi-annual bond equivalent basis. The Zero Coupon Debentures
     may be  converted,  subject to  certain  restrictions,  into  shares of the
     Company's  Class A Special  Common  Stock at the  option of the holder at a
     conversion rate of 14.2566 shares per $1,000  principal amount at maturity,
     representing  an initial  conversion  price of $54.67  per share.  The Zero
     Coupon Debentures are senior unsecured obligations.  The Company may redeem
     for cash all or part of the Zero Coupon Debentures on or after December 19,
     2005.

     Holders may require the Company to repurchase the Zero Coupon Debentures on
     December 19, 2002,  2003,  2005,  2010 and 2015.  Holders may surrender the
     Zero Coupon  Debentures for conversion at any time prior to maturity if the
     closing price of the Company's Class A Special Common Stock is greater than
     110% of the accreted  conversion  price for at least 20 trading days of the
     30 trading days prior to  conversion.  Amounts  outstanding  under the Zero
     Coupon  Debentures  are  classified as long-term in the  Company's  balance
     sheet as of June 30, 2002 and December 31, 2001 as the Company has both the
     ability  and the  intent  to  refinance  the Zero  Coupon  Debentures  on a
     long-term basis with amounts  available under the Comcast Cable Revolver in
     the event holders of the Zero Coupon  Debentures  exercise  their rights to
     require the Company to  repurchase  the Zero Coupon  Debentures in December
     2002.

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

     Prior to maturity, each ZONES is exchangeable at the holders' option for an
     amount of cash equal to 95% of the market value of Sprint PCS Stock.  As of
     June 30, 2002, the number of Sprint PCS shares held by the Company exceeded
     the number of ZONES outstanding.

     As of June 30, 2002 and December 31, 2001,  long-term debt includes  $689.1
     million and $1.613 billion,  respectively,  of ZONES. Upon adoption of SFAS
     No. 133, the Company split the accounting for the ZONES into derivative and
     debt  components.  The Company  records the change in the fair value of the
     derivative  component  of the ZONES  (see Note 5) and the  increase  in the
     carrying value of the debt component of the ZONES as follows (in millions):


<TABLE>
<CAPTION>
                                                            Three Months             Six Months
                                                               Ended                    Ended
                                                              June 30,                June 30,
                                                          2002        2001        2002        2001
                                                        --------     -------     -------     -------
<S>                                                      <C>          <C>        <C>          <C>
Increase (decrease) in derivative component to
     investment income (expense).....................    ($271.3)     $245.0     ($935.0)     $175.6
Increase in debt component to interest expense.......       $5.8        $5.5       $11.5       $11.0
</TABLE>

     New Credit Facilities
     On May 3, 2002,  AT&T  Broadband  Corp.  and AT&T  Comcast  Corporation,  a
     company owned 50% each by AT&T and the Company  ("AT&T  Comcast"),  entered
     into  definitive  credit  agreements  with a  syndicate  of lenders  for an
     aggregate  of $12.825  billion of new  indebtedness  in order to obtain the
     financing necessary to complete the AT&T Broadband transaction (see Note 4)
     and for the combined company's financing needs after the transaction.  This
     financing requires subsidiary  guarantees,  including guarantees by certain
     of the Company's  wholly owned  subsidiaries  and by  subsidiaries  of AT&T
     Broadband. Under the terms of the new credit facilities, the obligations of
     the  lenders to  provide  the  financing  upon the  completion  of the AT&T
     Broadband transaction are subject to a number of conditions,  including the
     condition that the combined company holds  investment-grade  credit ratings
     from both the Standard & Poor's and Moody's rating  agencies at the time of
     closing. Accordingly, there can be no

                                       13
<PAGE>

                      COMCAST CORPORATION AND SUBSIDIARIES
                                    FORM 10-Q
                           QUARTER ENDED JUNE 30, 2002
        NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS - CONTINUED
                                   (Unaudited)

     assurance that AT&T Broadband Corp. and AT&T Comcast will be able to obtain
     the financing necessary to complete the AT&T Broadband transaction.

     Interest Rates
     Excluding the derivative component of the ZONES whose changes in fair value
     are  recorded to  investment  income  (expense),  the  Company's  effective
     weighted  average interest rate on its long-term debt outstanding was 6.35%
     and 6.03% as of June 30, 2002 and December 31, 2001, respectively.

     Interest Rate Risk Management
     During the six months  ended June 30,  2002,  the  Company  settled  $950.0
     million  aggregate  notional  amount  of fixed to  variable  interest  rate
     exchange agreements ("Swaps") and received proceeds of $56.8 million.  This
     amount is being  recognized as an  adjustment to interest  expense over the
     term of the  related  debt.  During  the six months  ended  June 30,  2002,
     variable to fixed Swaps with an aggregate  notional amount of $70.2 million
     expired.  As of June 30, 2002, the Company has variable to fixed Swaps with
     an aggregate  notional amount of $180.1 million with an average pay rate of
     4.9% and an average receive rate of 1.9%. The Swaps mature between 2002 and
     2003.

     In June 2002, the Company entered into interest rate lock agreements ("Rate
     Locks")  to hedge  the risk that the cash  flows  related  to the  interest
     payments on an  anticipated  issuance or  assumption  of certain fixed rate
     debt in connection  with the AT&T  Broadband  transaction  may be adversely
     affected by interest rate fluctuations. The Rate Locks mature in the fourth
     quarter of 2002,  the timing of the  anticipated  issuance or assumption of
     the  fixed  rate  debt.  To the  extent  the Rate  Locks are  effective  in
     offsetting the  variability  of the hedged cash flows,  changes in the fair
     value of the  Rate  Locks  will not be  included  in  earnings  but will be
     reported as a component of accumulated other  comprehensive  income (loss).
     Upon the issuance or  assumption  of the debt,  the value of the Rate Locks
     will be  recognized  as an  adjustment  to interest  expense  over the same
     period in which the related  interest  costs on the debt are  recognized in
     earnings.

     Lines and Letters of Credit
     As of June 30, 2002,  certain  subsidiaries of the Company had unused lines
     of credit of $3.363 billion under their respective credit facilities.

     As of June 30, 2002, the Company and certain of its subsidiaries had unused
     irrevocable  standby  letters  of credit  totaling  $85.4  million to cover
     potential fundings under various agreements.

8.   STOCKHOLDERS' EQUITY

     Retirement of Shares
     In March 2002, as a result of the merger of a wholly owned  subsidiary into
     the Company,  approximately  23.3 million  shares of the Company's  Class A
     Special  Common Stock held by the  subsidiary  were retired and returned to
     authorized but unissued status.

                                       14
<PAGE>

                      COMCAST CORPORATION AND SUBSIDIARIES
                                    FORM 10-Q
                           QUARTER ENDED JUNE 30, 2002
        NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS - CONTINUED
                                   (Unaudited)

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


<TABLE>
<CAPTION>
                                                             Three Months Ended       Six Months Ended
                                                                  June 30,                June 30,
                                                               2002        2001       2002        2001
                                                             ---------  ----------  ---------  ----------
<S>                                                            <C>           <C>      <C>        <C>
     Net income (loss)....................................     ($209.6)      $35.2    ($298.5)   $1,036.4
     Unrealized (losses) gains on marketable securities...      (223.0)       82.3     (364.3)      196.9
     Reclassification adjustments for losses (gains)
       included in net income (loss)......................       198.4       (65.4)     203.1      (329.1)
     Unrealized gains (losses) on the effective portion
       of cash flow hedges................................         3.7        (0.5)      (0.5)       (1.7)
     Foreign currency translation gains (losses)..........         5.2         2.7       (6.4)       (6.7)
                                                             ---------  ----------  ---------  ----------
     Comprehensive income (loss)..........................     ($225.3)      $54.3    ($466.6)     $895.8
                                                             =========  ==========  =========  ==========
</TABLE>

9.   STATEMENT OF CASH FLOWS - SUPPLEMENTAL INFORMATION

     The fair  values of the  assets and  liabilities  acquired  by the  Company
     through noncash  transactions during the six months ended June 30, 2001 are
     as follows (in millions):


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

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


<TABLE>
<CAPTION>
                                                                  Three Months Ended      Six Months Ended
                                                                       June 30,               June 30,
                                                                   2002         2001      2002        2001
                                                                 --------     --------  --------    --------
<S>                                                                <C>          <C>       <C>         <C>
Interest........................................................   $237.5       $193.5    $347.3      $296.7
Income taxes....................................................   $128.9       $111.3    $158.4      $126.4
</TABLE>

10.  COMMITMENTS AND CONTINGENCIES

     Certain   litigation  has  been  filed,   and  other  litigation  has  been
     threatened,  against  the  Company  as a result of  alleged  conduct of the
     Company with respect to its  investment  in and  distribution  relationship
     with At Home Corporation ("At Home").  At Home was a provider of high-speed
     Internet access and content services, which filed for bankruptcy protection
     in September 2001. Filed actions are: (i) class action lawsuits against the
     Company,  Brian L. Roberts (the Company's  President and a director),  AT&T
     (the  former  controlling   shareholder  of  At  Home  and  also  a  former
     distributor  of the At Home  service) and other  corporate  and  individual
     defendants in the Superior Court of San Mateo County, California,  alleging
     breaches  of  fiduciary  duty on the  part  of the  Company  and the  other
     defendants in connection with transactions agreed to in March 2000 among At
     Home, the Company, AT&T, Cox Communications,  Inc. ("Cox," also an investor
     in At Home and a former distributor of the At Home service); and (ii) class
     action lawsuits  against the Company,  AT&T and others in the United States
     District Court for the Southern District of New York,  alleging  securities
     law violations and common law fraud in connection with  disclosures made by
     At Home in 2001.  The  actions in San Mateo  County,  California  have been
     stayed by the United States  Bankruptcy Court for the Northern  District of
     California, the court in which At Home filed for bankruptcy,

                                       15
<PAGE>

                      COMCAST CORPORATION AND SUBSIDIARIES
                                    FORM 10-Q
                           QUARTER ENDED JUNE 30, 2002
        NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS - CONTINUED
                                   (Unaudited)

     as violating the automatic  bankruptcy  stay. The plaintiffs have submitted
     an amended complaint to the Bankruptcy  Court,  which is expected to decide
     in  September  2002  whether  the amended  complaint  can  proceed.  In the
     Southern  District of New York  actions,  the court has ordered the actions
     consolidated  into  a  single  action.  It  is  expected  that  an  amended
     consolidated complaint will be served in mid-October 2002.

     In the At Home  bankruptcy  proceeding,  certain  creditors of At Home have
     been  threatening,  and have  negotiated for themselves the right to bring,
     claims  against  the  Company,  AT&T and Cox  arising  from the March  2000
     agreements  and for  alleged  breaches  of  fiduciary  duty.  Further,  the
     creditors have negotiated for the right to bring claims against the Company
     and Cox seeking recovery of alleged short-swing profits pursuant to Section
     16(b) of the  Securities  Exchange Act of 1934  purported to have arisen in
     connection  with certain  transactions  relating to At Home stock  effected
     pursuant to the March 2000 agreements.

     Following  closing of the AT&T  Broadband  transaction,  the Company may be
     contractually liable for 50% of the liabilities of AT&T relating to At Home
     (AT&T would be liable for the other 50% of such  liabilities).  The Company
     denies any wrongdoing in connection with these actual and potential claims,
     and intends to defend all such claims vigorously.  In management's opinion,
     the final disposition of all such claims (including taking into account any
     liability  of the  Company on account  of AT&T as  described  in the second
     preceding  sentence),  will  not  have a  material  adverse  effect  on the
     Company's or, following the closing of the AT&T Broadband transaction,  the
     combined  company's   consolidated   financial   condition  or  results  of
     operations.

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

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


                                       16
<PAGE>

                      COMCAST CORPORATION AND SUBSIDIARIES
                                    FORM 10-Q
                           QUARTER ENDED JUNE 30, 2002
        NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS - CONTINUED
                                   (Unaudited)

11.  FINANCIAL DATA BY BUSINESS SEGMENT

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

<TABLE>
<CAPTION>
                                                                                       Corporate and
                                                                 Cable       Commerce    Other (1)     Total
                                                                 -----       --------    ---------     -----
<S>                                                             <C>            <C>         <C>       <C>
Three Months Ended June 30, 2002
--------------------------------
Revenues (2)................................................    $1,540.8       $994.5      $173.6    $2,708.9
Operating income before depreciation and
     amortization (3).......................................       653.2        194.5        18.9       866.6
Depreciation and amortization...............................       298.1         28.1        62.0       388.2
Operating income (loss) ....................................       355.1        166.4       (43.1)      478.4
Interest expense............................................       141.8          2.9        37.9       182.6
Capital expenditures........................................       330.6         50.6         8.6       389.8

Three Months Ended June 30, 2001
--------------------------------
Revenues (2)................................................    $1,325.9       $876.0      $136.8    $2,338.7
Operating income (loss) before
     depreciation and amortization (3)......................       548.6        159.8       (15.5)      692.9
Depreciation and amortization...............................       740.8         36.8        48.6       826.2
Operating income (loss) ....................................      (192.2)       123.0       (64.1)     (133.3)
Interest expense............................................       128.9          7.1        42.5       178.5
Capital expenditures........................................       513.2         41.9        71.7       626.8

Six Months Ended June 30, 2002
------------------------------
Revenues (2)................................................    $3,010.2     $1,988.0      $383.2    $5,381.4
Operating income before depreciation and
     amortization (3).......................................     1,250.7        386.8        37.3     1,674.8
Depreciation and amortization...............................       590.7         55.5       129.1       775.3
Operating income (loss).....................................       660.0        331.3       (91.8)      899.5
Interest expense............................................       287.3          6.4        75.6       369.3
Capital expenditures........................................       688.7         82.4        17.8       788.9

Six Months Ended June 30, 2001
------------------------------
Revenues (2)................................................    $2,520.3     $1,760.0      $290.4    $4,570.7
Operating income (loss) before
     depreciation and amortization (3)......................     1,035.7        332.5       (41.1)    1,327.1
Depreciation and amortization...............................     1,424.8         71.4        64.7     1,560.9
Operating income (loss).....................................      (389.1)       261.1      (105.8)     (233.8)
Interest expense............................................       261.7         15.1        84.0       360.8
Capital expenditures........................................       950.9         68.0       124.8     1,143.7

As of June 30, 2002
-------------------
Assets......................................................   $28,840.3     $2,800.9    $4,477.6   $36,118.8
Long-term debt, less current portion........................     8,147.7          1.4     2,394.4    10,543.5

As of December 31, 2001
-----------------------
Assets......................................................   $29,084.6     $2,809.2    $6,366.7   $38,260.5
Long-term debt, less current portion........................     8,363.2         62.7     3,315.7    11,741.6
<FN>
_______________

                                       17
<PAGE>

                      COMCAST CORPORATION AND SUBSIDIARIES
                                    FORM 10-Q
                           QUARTER ENDED JUNE 30, 2002
        NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS - CONCLUDED
                                   (Unaudited)

     (1) Other includes segments not meeting certain quantitative guidelines for
         reporting  including the Company's content and business  communications
         operations  as well as  elimination  entries  related  to the  segments
         presented.   Corporate  and  other  assets  consist  primarily  of  the
         Company's investments (see Note 5).
     (2) Revenues  include $151.4 million,  $113.1  million,  $296.6 million and
         $234.4 million during the three months ended June 30, 2002 and 2001 and
         during the six months  ended June 30, 2002 and 2001,  respectively,  of
         non-US  revenues,  principally  related  to  the  Company's  commerce
         segment.  No single customer  accounted for a significant amount of the
         Company's revenues in any period.
     (3) Operating  income  (loss)  before   depreciation  and  amortization  is
         commonly  referred to in the Company's  businesses  as "operating  cash
         flow  (deficit)."  Operating  cash  flow is a  measure  of a  company's
         ability to generate  cash to service its  obligations,  including  debt
         service obligations, and to finance capital and other expenditures.  In
         part due to the capital  intensive  nature of the Company's  businesses
         and the  resulting  significant  level  of  non-cash  depreciation  and
         amortization expense,  operating cash flow is frequently used as one of
         the  bases  for  comparing  businesses  in  the  Company's  industries,
         although  the  Company's  measure  of  operating  cash  flow may not be
         comparable to similarly titled measures of other  companies.  Operating
         cash flow is the  primary  basis used by the  Company's  management  to
         measure the operating  performance  of its  businesses.  Operating cash
         flow does not purport to represent  net income or net cash  provided by
         operating  activities,  as those  terms  are  defined  under  generally
         accepted  accounting  principles,  and should not be  considered  as an
         alternative  to such  measurements  as an  indicator  of the  Company's
         performance.
</FN>
</TABLE>

                                       18

<PAGE>

                      COMCAST CORPORATION AND SUBSIDIARIES
                                    FORM 10-Q
                           QUARTER ENDED JUNE 30, 2002


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

Overview

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

     Except where specifically indicated,  the following management's discussion
and analysis of financial  condition and results of operations  does not include
the anticipated effects of the AT&T Broadband transaction.

General Developments of Business

     Refer to Note 4 to our financial  statements  included in Item 1 and Note 5
to our financial  statements  included in our Annual Report on Form 10-K for the
year ended  December 31, 2001 for a  discussion  of our  acquisitions  and other
significant events.

Liquidity and Capital Resources

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

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

     We have both the ability and intent to redeem the $1.1 billion  outstanding
Zero Coupon Debentures with amounts available under subsidiary credit facilities
if holders  exercise  their rights to require us to  repurchase  the Zero Coupon
Debentures in December  2002. As of June 30, 2002,  certain of our  subsidiaries
had unused  lines of credit of $3.363  billion  under  their  respective  credit
facilities.

     Refer  to  Note 7 to our  financial  statements  included  in  Item 1 for a
discussion  of our Zero  Coupon  Debentures.  Refer to Note 10 to our  financial
statements  included  in  Item  1  for  a  discussion  of  our  commitments  and
contingencies.

     AT&T Broadband Transaction

     Excluding  AT&T  Broadband's  exchangeable  notes,  which  are  mandatorily
redeemable at AT&T  Broadband's  option into shares of certain  publicly  traded
companies  held by AT&T  Broadband,  we  currently  estimate  that the  combined
company will require  approximately  $20 billion of assumed,  refinanced and new
indebtedness  upon  completion of the AT&T  Broadband  transaction.  Of this $20
billion of indebtedness,  approximately $7 billion to $8 billion will be assumed
indebtedness of AT&T  Broadband's  subsidiaries,  $9 billion to $10 billion will
retire  amounts we expect AT&T  Broadband  will owe AT&T Corp.  ("AT&T") at, and
will be required to pay, upon closing of the AT&T Broadband transaction,  and $2
billion to $4 billion will be needed to refinance  AT&T Broadband debt that will
become due on or shortly after the closing of the AT&T Broadband transaction and
to provide  appropriate  cash reserves to fund AT&T  Broadband's  operations and
capital  expenditures.  We can not provide  assurances that the actual amount of
this indebtedness will not exceed $20 billion.

     On August 12, 2002, AT&T, AT&T Comcast  Corporation ("AT&T Comcast"),  AT&T
Broadband,  our wholly  owned  subsidiary  Comcast  Cable  Communications,  Inc.
("Comcast Cable"), and two of AT&T's broadband subsidiaries filed a registration
statement  with the  Securities  and Exchange  Commission  detailing a potential
exchange offer for some of AT&T's  existing  public  indebtedness.  The exchange
offer is  designed  to  satisfy  one of the  conditions  to the  AT&T  Broadband
transaction  and, if successful,  would result in the assumption of a portion of
AT&T's  indebtedness by AT&T Broadband.  The exchange offer is subject to market
conditions and the resolution of continued negotiations between us and AT&T. The
$9 billion to $10 billion that we expect AT&T  Broadband will be required to pay
AT&T upon closing of the AT&T Broadband  transaction would be reduced based upon
the amount of AT&T indebtedness  assumed by AT&T Broadband in the exchange in an
amount to be mutually agreed.

     On May 3, 2002, AT&T Broadband Corp. and

                                       19
<PAGE>

                      COMCAST CORPORATION AND SUBSIDIARIES
                                    FORM 10-Q
                           QUARTER ENDED JUNE 30, 2002


AT&T  Comcast  entered into  definitive  credit  agreements  with a syndicate of
lenders for an aggregate of $12.825 billion to provide the financing to complete
the AT&T Broadband  transaction and for the combined  company's  financing needs
after  the  transaction.  The  amount  of AT&T's  indebtedness  assumed  by AT&T
Broadband in the exchange offer,  if any, will not reduce the amounts  available
under these credit agreements.

     Refer  to  Note 7 to our  financial  statements  included  in  Item 1 for a
discussion of the new credit facilities.

     In addition to any assumption of AT&T indebtedness by AT&T Broadband in the
exchange offer and amounts  available  under the new credit  agreements,  we may
also use other  available  sources  of  financing  to fund  these  requirements,
including:

     o    our existing cash, cash equivalents and short- term investments,

     o    amounts  available  under our  subsidiaries'  lines of  credit,  which
          totaled $3.363 billion as of June 30, 2002, and

     o    through the sales of our and AT&T Broadband's  investments,  including
          AT&T Broadband's investment in Time Warner Entertainment.

     Subsequent  to closing of the AT&T  Broadband  transaction,  we will have a
substantially  higher amount of debt, interest expense and capital  expenditures
at the  combined  company.  If the credit  rating  agencies  determine  that the
combined company is less creditworthy, on a combined basis, than that of Comcast
on an  historical  basis,  it is possible that our cost of and access to capital
could be negatively affected. We currently hold investment grade ratings for our
various debt  securities.  If our debt  securities are downgraded as a result of
our  assumption  of  debt  in the  AT&T  Broadband  transaction,  access  to the
commercial  paper market would likely become  limited and the costs of borrowing
under alternative sources would likely increase.

     Cash, Cash Equivalents and Short-term Investments

     We  have  traditionally   maintained   significant  levels  of  cash,  cash
equivalents  and  short-term   investments  to  meet  our  short-term  liquidity
requirements.  Our cash  equivalents and short-term  investments are recorded at
fair value.  Cash, cash  equivalents  and short-term  investments as of June 30,
2002 were $1.615 billion, substantially all of which is unrestricted.

     Investments

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

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

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

     Financing

     As of June 30, 2002 and December 31, 2001,  our long-term  debt,  including
current portion, was $10.750 billion and $12.202 billion, respectively.

     The $1.452 billion decrease from December 31, 2001 to June 30, 2002 results
principally from the $923.5 million aggregate reduction to the carrying value of
our ZONES during 2002, and the effects of our net repayments during 2002.

     Excluding the effects of interest rate risk management  instruments,  12.1%
and 13.4% of our long-term debt as of June 30,  2002 and  December  31,  2001,
respectively, was at variable rates.

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

     Refer  to  Note 7 to our  financial  statements  included  in  Item 1 for a
discussion of our long-term debt.

     Equity Price Risk

     We have entered into cashless collar  agreements (the "Equity Collars") and
prepaid forward sales agreements  ("Prepaid Forward Sales") which we account for
at fair value.  The Equity Collars and Prepaid  Forward Sales limit our exposure
to and benefits from price fluctuations in Sprint PCS common stock.

     During the 2002 and 2001 interim  periods,  the change in the fair value of
our  investment  in Sprint PCS common stock,  classified as a trading  security,
were substantially offset by the changes in the fair values of the

                                       20
<PAGE>

                      COMCAST CORPORATION AND SUBSIDIARIES
                                    FORM 10-Q
                           QUARTER ENDED JUNE 30, 2002


Equity Collars, the derivative  components of the ZONES, and the Prepaid Forward
Sales. See "Results of Operations - Investment Income (Expense)" below.

     Interest Rate Risk

     During  the six months  ended June 30,  2002,  we  settled  $950.0  million
aggregate  notional  amount  of our fixed to  variable  interest  rate  exchange
agreements  ("Swaps")  and received  proceeds of $56.8  million.  This amount is
being  recognized  as an  adjustment  to interest  expense  over the term of the
related debt. During the six months ended June 30, 2002, variable to fixed Swaps
with an aggregate notional amount of $70.2 million expired. As of June 30, 2002,
we have $180.1 million aggregate notional amount of variable to fixed Swaps with
an  average  pay rate of 4.9% and an  average  receive  rate of 1.9%.  The Swaps
mature between 2002 and 2003.

     In June 2002, we entered into interest rate lock agreements  ("Rate Locks")
to hedge the risk that the cash flows  related to the  interest  payments  on an
anticipated issuance or assumption of certain fixed rate debt in connection with
the AT&T  Broadband  transaction  may be  adversely  affected by  interest  rate
fluctuations. The Rate Locks mature in the fourth quarter of 2002, the timing of
the anticipated issuance or assumption of the fixed rate debt.

     Accumulated Other Comprehensive Income (Loss)

     The change in accumulated other  comprehensive  income (loss) from December
31, 2001 to June 30, 2002 is principally  attributable to declines in unrealized
gains on our  investments  classified as available for sale held  throughout the
period, and to realized losses on sales of investments and investment impairment
losses on  investments  classified  as available  for sale during the six months
ended June 30, 2002.  Refer to Note 5 to our  financial  statements  included in
Item 1.

                            _________________________

Statement of Cash Flows

     Cash and cash equivalents increased $207.8 million as of June 30, 2002 from
December 31, 2001. The increase in cash and cash equivalents  resulted from cash
flows from  operating,  financing and investing  activities  which are explained
below.

     Net cash provided by operating  activities  amounted to $1.051  billion for
the six months ended June 30, 2002,  due  principally  to our  operating  income
before  depreciation  and  amortization  (see "Results of  Operations"),  and by
changes  in  working  capital  as  a  result  of  the  timing  of  receipts  and
disbursements and the effects of net interest and current income tax expense.

     Net cash used in financing activities includes borrowings and repayments of
debt,  proceeds from settlement of Swaps, as well as proceeds from the issuances
of our common stock.  Net cash used in financing  activities  was $471.5 million
for the six months  ended June 30,  2002.  During the six months  ended June 30,
2002, we borrowed $632.1 million, consisting of:

     o    $223.9 million under Comcast Cable's commercial paper program, and

     o    $408.2 million under revolving credit facilities.

     During the six months ended June 30, 2002, we repaid $1.169  billion of our
long-term debt, consisting of:

     o    $240.2 million under Comcast Cable's commercial paper program,

     o    $200.0 million of our 9.625% Senior Notes due 2002, and

     o    $729.1 million on certain of our revolving credit facilities.

     In  addition,  during  the six  months  ended June 30,  2002,  we  received
proceeds of $56.8  million from  settlement of certain of our Swaps and proceeds
of $11.2 million from issuances of our common stock.

     Net cash used in investing activities includes the effects of acquisitions,
net of cash  acquired,  purchases  of  investments,  capital  expenditures,  and
additions to intangible  and other  noncurrent  assets,  offset by proceeds from
sales of investments.  Net cash used in investing  activities was $371.2 million
for the six  months  ended  June  30,  2002,  consisting  primarily  of  capital
expenditures of $788.9 million and additions to intangible and other  noncurrent
assets of $133.5  million,  including $62.3 million related to the satellite and
cable  television  affiliation  agreements of QVC and our content  subsidiaries.
Such amounts were offset,  in part,  by proceeds  from sales of  investments  of
$595.9 million.

                             _______________________

                                       21
<PAGE>

                      COMCAST CORPORATION AND SUBSIDIARIES
                                    FORM 10-Q
                           QUARTER ENDED JUNE 30, 2002


Results of Operations

     The effects of our recent  acquisitions  were to increase  our revenues and
expenses, resulting in increases in our operating income before depreciation and
amortization.

     We adopted Statement of Financial  Accounting  Standards  ("SFAS") No. 142,
"Goodwill and Other  Intangible  Assets," on January 1, 2002, as required by the
new statement.  Refer to Notes 2 and 6 to our financial  statements  included in
Item 1 for a discussion  of the impact the adoption of the new  statement had on
our consolidated financial condition and results of operations.

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


<TABLE>
<CAPTION>
                                                                 Three Months Ended
                                                                      June 30,          Increase / (Decrease)
                                                                  2002        2001          $           %
                                                                ---------   ---------   ---------   ---------
<S>                                                              <C>         <C>           <C>           <C>
Revenues.......................................................  $2,708.9    $2,338.7      $370.2        15.8%
Cost of goods sold from electronic retailing...................     628.8       555.2        73.6        13.3
Operating, selling, general and administrative expenses........   1,213.5     1,090.6       122.9        11.3
Depreciation...................................................     342.8       273.9        68.9        25.2
Amortization...................................................      45.4       552.3      (506.9)      (91.8)
                                                                ---------   ---------   ---------   ---------
Operating income (loss)........................................     478.4      (133.3)      611.7          NM
                                                                ---------   ---------   ---------   ---------
Interest expense...............................................    (182.6)     (178.5)        4.1         2.3
Investment income (expense)....................................    (459.1)      502.7      (961.8)         NM
Equity in net losses of affiliates.............................     (43.0)       (9.5)       33.5       352.6
Other income (expense).........................................       9.6        (6.3)       15.9          NM
Income tax benefit (expense)...................................      32.9      (103.0)      135.9          NM
Minority interest..............................................     (45.8)      (36.9)        8.9        24.1
                                                                ---------   ---------   ---------   ---------
Income (loss) before cumulative effect of accounting change....   ($209.6)      $35.2     ($244.8)         NM
                                                                =========   =========   =========   =========
Operating income before depreciation and amortization (1)......    $866.6      $692.9      $173.7        25.1%
                                                                =========   =========   =========   =========


<CAPTION>
                                                                  Six Months Ended
                                                                      June 30,          Increase / (Decrease)
                                                                  2002        2001          $           %
                                                                ---------   ---------   ---------   ---------
<S>                                                              <C>         <C>           <C>           <C>
Revenues.......................................................  $5,381.4    $4,570.7      $810.7        17.7%
Cost of goods sold from electronic retailing...................   1,260.0     1,111.8       148.2        13.3
Operating, selling, general and administrative expenses........   2,446.6     2,131.8       314.8        14.8
Depreciation...................................................     676.6       514.7       161.9        31.5
Amortization...................................................      98.7     1,046.2      (947.5)      (90.6)
                                                                ---------   ---------   ---------   ---------
Operating income (loss)........................................     899.5      (233.8)    1,133.3          NM
                                                                ---------   ---------   ---------   ---------
Interest expense...............................................    (369.3)     (360.8)        8.5         2.4
Investment income (expense)....................................    (707.1)      717.4    (1,424.5)         NM
Equity in net losses of affiliates.............................     (48.4)       (6.6)       41.8       633.3
Other income (expense).........................................     (14.0)    1,187.9    (1,201.9)         NM
Income tax benefit (expense)...................................      30.2      (588.6)     (618.8)         NM
Minority interest..............................................     (89.4)      (63.6)       25.8        40.6
                                                                ---------   ---------   ---------   ---------
Income (loss) before cumulative effect of accounting change....   ($298.5)     $651.9     ($950.4)         NM
                                                                =========   =========   =========   =========
Operating income before depreciation and amortization (1)......  $1,674.8    $1,327.1      $347.7        26.2%
                                                                =========   =========   =========   =========
<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,

                                       22
<PAGE>

                      COMCAST CORPORATION AND SUBSIDIARIES
                                    FORM 10-Q
                           QUARTER ENDED JUNE 30, 2002


     including  debt  service  obligations,  and to  finance  capital  and other
     expenditures. In part due to the capital intensive nature of our businesses
     and the resulting  significant level of non-cash  depreciation  expense and
     amortization expense,  operating cash flow is frequently used as one of the
     bases for comparing  businesses in our industries,  although our measure of
     operating cash flow may not be comparable to similarly  titled  measures of
     other  companies.  Operating  cash flow is the  primary  basis  used by our
     management  to  measure  the  operating   performance  of  our  businesses.
     Operating  cash flow does not purport to  represent  net income or net cash
     provided  by  operating  activities,  as  those  terms  are  defined  under
     generally accepted accounting  principles,  and should not be considered as
     an alternative to such measurements as an indicator of our performance. See
     "Statement  of Cash Flows" above for a discussion  of net cash  provided by
     operating activities.
</FN>
</TABLE>


Consolidated Operating Results

     Revenues

     The increases in consolidated revenues for the interim periods from 2001 to
2002 are primarily  attributable  to increases in service  revenues in our Cable
segment and to increases in net sales in our  Commerce  segment (see  "Operating
Results by Business Segment" below).  The remaining  increases are primarily the
result of increases in revenues from our content operations,  principally due to
growth in our historical operations and the effects of our acquisitions.

     On January 1, 2002, we adopted  Emerging  Issues Task Force  ("EITF") 01-9,
"Accounting for Consideration  Given to a Customer  (Including a Reseller of the
Vendor's  Products)"  and EITF  01-14,  "Income  Statement  Characterization  of
Reimbursements Received for 'Out-of-Pocket' Expenses Incurred."

     EITF  01-9  requires,  among  other  things,  that  consideration  paid  to
customers should be classified as a reduction of revenue unless certain criteria
are met. Certain of our content  subsidiaries  have paid or may pay distribution
fees to cable television and satellite  broadcast  systems for carriage of their
programming.  Upon  adoption  of EITF  01-9,  we  reclassified  certain of these
distribution  fees from expense to a revenue reduction for all periods presented
in our statement of operations.  This change does not apply to distribution fees
paid by our consolidated subsidiary,  QVC, Inc. ("QVC") as the counterparties to
QVC's distribution agreements do not make revenue payments to QVC.

     EITF 01-14 requires that reimbursements received for out-of-pocket expenses
incurred be characterized  as revenue in the statement of operations.  Under the
terms of our franchise agreements,  we are required to pay up to 5% of our gross
revenues  derived  from  providing  cable  services  to  the  local  franchising
authority.  We normally pass these fees through to our cable  subscribers.  Upon
adoption of EITF 01-14,  we  reclassified  franchise  fees  collected from cable
subscribers from a reduction of selling,  general and administrative expenses to
a component of service  revenues for all periods  presented in our  statement of
operations.

     The  changes  in  classification  had no impact on our  reported  operating
income  (loss)  or  financial  condition.  Refer  to  Note  2 to  our  financial
statements  included in Item 1 for a discussion of the adoption of EITF 01-9 and
EITF 01-14.

     Cost of goods sold from electronic retailing

     Refer to the "Commerce"  section of "Operating Results by Business Segment"
below for a  discussion  of the  increase in cost of goods sold from  electronic
retailing.

     Operating, selling, general and administrative expenses

     The   increases   in   consolidated   operating,   selling,   general   and
administrative  expenses for the interim periods from 2001 to 2002 are primarily
attributable  to  increases  in expenses in our Cable  segment  and, to a lesser
extent, to increases in expenses in our Commerce segment (see "Operating Results
by Business Segment" below). The remaining increases are primarily the result of
increased expenses in our content  operations,  principally due to growth in our
historical operations and the effects of our acquisitions.

     Depreciation

     The increases in depreciation  expense for the interim periods from 2001 to
2002 in our  Cable  segment  are  primarily  due to the  effects  of our  recent
acquisitions and our capital expenditures. The increases in depreciation expense
for the interim periods from 2001 to 2002 in our Commerce  segment are primarily
due to the effects of our capital  expenditures.  The  remaining  increases  are
primarily the result of increases in depreciation in our

                                       23
<PAGE>

                      COMCAST CORPORATION AND SUBSIDIARIES
                                    FORM 10-Q
                           QUARTER ENDED JUNE 30, 2002


content operations, principally due to the effects of our acquisitions.

     Amortization

     Of the $506.9 million and $947.5 million decreases in amortization  expense
for the interim  periods from 2001 and 2002,  $504.3  million and $968.8 million
are  attributable  to the  adoption  of SFAS No. 142 on  January  1,  2002.  The
remaining changes are primarily the result of increases in amortization  expense
in our content  operations,  principally due to the effects of our acquisitions.
Refer to Note 6 to our financial statements included in Item 1 for the pro forma
impact of adoption of SFAS No. 142 on amortization expense.

Operating Results by Business Segment

     The following  represent the operating results of our significant  business
segments, "Cable" and "Commerce." The remaining components of our operations are
not independently significant to our consolidated financial condition or results
of operations.  Refer to Note 11 to our financial  statements included in Item 1
for a summary of our financial data by business segment (dollars in millions).

<TABLE>
<CAPTION>
Cable                                                             Three Months Ended
                                                                       June 30,            Increase/(Decrease)
                                                                   2002        2001           $           %
                                                                 ---------   ---------    ---------    --------
<S>                                                               <C>         <C>            <C>           <C>
Video........................................................     $1,186.6    $1,059.5       $127.1        12.0%
High-speed Internet..........................................        139.6        64.8         74.8       115.4
Advertising sales............................................         99.9        85.7         14.2        16.6
Other........................................................         64.4        67.7         (3.3)       (4.9)
Franchise fees...............................................         50.3        48.2          2.1         4.4
                                                                 ---------   ---------    ---------    --------
     Revenues................................................      1,540.8     1,325.9        214.9        16.2
Operating, selling, general and administrative expenses......        887.6       777.3        110.3        14.2
                                                                 ---------   ---------    ---------    --------
Operating income before depreciation
     and amortization (a)....................................       $653.2      $548.6       $104.6        19.1%
                                                                 =========   =========    =========    ========


                                                                   Six Months Ended
                                                                       June 30,                 Increase
                                                                   2002        2001           $           %
                                                                 ---------   ---------    ---------    --------
Video........................................................     $2,336.2    $2,044.3       $291.9        14.3%
High-speed Internet..........................................        259.2       119.3        139.9       117.3
Advertising sales............................................        181.0       151.9         29.1        19.2
Other........................................................        132.3       113.4         18.9        16.7
Franchise fees...............................................        101.5        91.4         10.1        11.1
                                                                 ---------   ---------    ---------    --------
     Revenues................................................      3,010.2     2,520.3        489.9        19.4
Operating, selling, general and administrative expenses......      1,759.5     1,484.6        274.9        18.5
                                                                 ---------   ---------    ---------    --------
Operating income before depreciation
     and amortization (a)....................................     $1,250.7    $1,035.7       $215.0        20.8%
                                                                 =========   =========    =========    ========
<FN>
_______________
(a) See footnote (1) on page 22.
</FN>
</TABLE>

     Video revenue consists of our basic, expanded basic, premium, pay-per-view,
equipment and digital  subscriptions.  Of the $127.1  million and $291.9 million
increases  in video  revenues for the interim  periods from 2001 to 2002,  $50.2
million and $142.5 million are  attributable to the effects of our  acquisitions
of cable systems and $76.9 million and $149.4 million relate to increased  rates
and subscriber growth in our historical operations, driven principally by growth
in digital  subscriptions.  During the three and six months ended June 30, 2002,
we added approximately 197,900 and 401,600 digital subscriptions.

     The increases in high-speed  Internet  revenue for the interim periods from
2001 to 2002 are  primarily  due to the  addition of  approximately  128,400 and
220,800 high-speed Internet  subscribers  during the three and six months ended
June 30, 2002, and to the effects of rate increases.


                                       24
<PAGE>


                      COMCAST CORPORATION AND SUBSIDIARIES
                                    FORM 10-Q
                           QUARTER ENDED JUNE 30, 2002


     The increases in  advertising  sales  revenue for the interim  periods from
2001 to 2002 are primarily attributable to the effects of a stronger advertising
market and the continued leveraging of our market-wide fiber interconnects.

     Other revenue includes installation revenues,  guide revenues,  commissions
from electronic retailing,  revenues of our regional sports programming networks
and revenue from other product offerings.  The increase for the six month period
from 2001 to 2002 is primarily  attributable to the effects of our  acquisitions
and to growth in our regional sports programming networks.  The decrease for the
three month period from 2001 to 2002 is primarily  attributable to a decrease in
installation revenue.

     The increases in franchise fees collected from our cable  subscribers under
the terms of our franchise  agreements for the interim periods from 2001 to 2002
are attributable to the increases in our revenues upon which the fees apply.

     The increases in operating, selling, general and administrative expense for
the interim  periods from 2001 to 2002 are  primarily  due to the effects of our
acquisitions  of cable  systems,  as well as to the effects of  increases in the
costs of cable programming,  high-speed  Internet  subscriber growth,  and, to a
lesser extent, increases in labor costs and other volume related expenses in our
historical operations.

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

<TABLE>
<CAPTION>
Commerce (QVC, Inc. and Subsidiaries)                             Three Months Ended
                                                                       June 30,                 Increase
                                                                   2002        2001           $           %
                                                                 ---------   ---------    ---------    --------
<S>                                                                 <C>         <C>          <C>           <C>
Net sales from electronic retailing..........................       $994.5      $876.0       $118.5        13.5%
Cost of goods sold from electronic retailing.................        628.8       555.2         73.6        13.3
Operating, selling, general and administrative
     expenses................................................        171.2       161.0         10.2         6.3
                                                                 ---------   ---------    ---------    --------
Operating income before depreciation
     and amortization (a)....................................       $194.5      $159.8        $34.7        21.7%
                                                                 =========   =========    =========    ========
Gross margin.................................................         36.8%       36.6%
                                                                 =========   =========


<CAPTION>
                                                                   Six Months Ended
                                                                       June 30,                 Increase
                                                                   2002        2001           $           %
                                                                 ---------   ---------    ---------    --------
<S>                                                               <C>         <C>            <C>           <C>
Net sales from electronic retailing..........................     $1,988.0    $1,760.0       $228.0        13.0%
Cost of goods sold from electronic retailing.................      1,260.0     1,111.8        148.2        13.3
Operating, selling, general and administrative
     expenses................................................        341.2       315.7         25.5         8.1
                                                                 ---------   ---------    ---------    --------
Operating income before depreciation
     and amortization (a)....................................       $386.8      $332.5        $54.3        16.3%
                                                                 =========   =========    =========    ========
Gross margin.................................................         36.6%       36.8%
                                                                 =========   =========
<FN>
_______________
(a) See footnote (1) on page 22.
</FN>
</TABLE>

     Of the  $118.5  million  and  $228.0  million  increases  in net sales from
electronic  retailing for the interim  periods from 2001 to 2002,  $80.6 million
and $166.5  million are  attributable  to  increases  in net sales in the United
States.  This growth is principally  the result of increases over the prior year
interim period in the average number of homes  receiving QVC services and in net
sales per home as follows:

                                       25

<PAGE>

                      COMCAST CORPORATION AND SUBSIDIARIES
                                    FORM 10-Q
                           QUARTER ENDED JUNE 30, 2002

<TABLE>
<CAPTION>
                                                                  Three Months          Six Months
                                                                      Ended                Ended
                                                                  June 30, 2002        June 30, 2002
                                                                -----------------     ---------------
<S>                                                                      <C>                   <C>
Increase in average number of homes..........................             3.5%                  3.6%
Increase in net sales per home...............................             6.9%                  7.2%
</TABLE>

     It is  unlikely  that  the  number  of  homes  receiving  the  QVC  service
domestically  will  continue to grow at rates  comparable to prior periods given
that the QVC service is already received by approximately  96% of all U.S. cable
television homes and  substantially  all satellite  television homes in the U.S.
Future growth in sales will depend  increasingly  on continued  additions of new
customers from homes already  receiving the QVC service and continued  growth in
repeat sales to existing customers.

     The  remaining  increases of $37.9  million and $61.5  million in net sales
from  electronic  retailing  for the  interim  periods  from  2001  to 2002  are
primarily  attributable  to increases in net sales in Germany and Japan,  and to
the  effects of  fluctuations  in foreign  currency  exchange  rates  during the
periods.

     The increases in cost of goods sold are primarily  related to the growth in
net sales.  The  changes in gross  margin are  primarily  due to the  effects of
shifts in sales mix.

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

Consolidated Analysis

     Interest Expense

     The increases in interest expense for the interim periods from 2001 to 2002
are primarily due to the effects of Comcast  Cable's  senior notes  offerings in
May and June 2001.

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

     Investment Income (Expense)

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

<TABLE>
<CAPTION>
                                                                   Three Months         Six Months Ended
                                                                  Ended June 30,            June 30,
                                                                 2002       2001        2002       2001
                                                               ---------  ---------   ---------  ---------

<S>                                                                <C>        <C>         <C>        <C>
Interest and dividend income..................................     $10.6      $17.4       $17.5      $35.0
(Losses) gains on sales and exchanges of investments, net.....    (102.5)     448.0      (100.9)     459.6
Investment impairment losses..................................    (208.7)     (45.0)     (221.3)    (939.1)
Reclassification of unrealized gains..........................                                     1,092.4
Unrealized (loss) gain on Sprint PCS common stock.............    (420.2)     392.4    (1,439.7)     265.6
Mark to market adjustments on derivatives
     related to Sprint PCS common stock.......................     324.2     (317.9)    1,171.1     (191.5)
Mark to market adjustments on derivatives and
     hedged items.............................................     (62.5)       7.8      (133.8)      (4.6)
                                                               ---------  ---------   ---------  ---------

     Investment income (expense)..............................   ($459.1)    $502.7     ($707.1)    $717.4
                                                               =========  =========   =========  =========
</TABLE>

                                       26
<PAGE>

                      COMCAST CORPORATION AND SUBSIDIARIES
                                    FORM 10-Q
                           QUARTER ENDED JUNE 30, 2002


     The  investment  impairment  losses for the three and six months ended June
30, 2002 and the six months ended June 30, 2001 relate principally to other than
temporary declines in our investment in AT&T.

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

     Equity in Net Losses of Affiliates

     The increases in equity in net losses of affiliates for the interim periods
from 2001 to 2002 are primarily  attributable to effects of the consolidation of
The Golf Channel in June 2001, the effects of our additional  investments and to
changes in the net income or loss of our equity  method  investees,  offset,  in
part, by decreases in the  amortization of equity method goodwill as a result of
the adoption of SFAS No. 142 on January 1, 2002.

     Other Income (Expense)

     On January 1, 2001, we completed  our cable systems  exchange with Adelphia
Communications  Corporation  ("Adelphia").  We received  cable  systems  serving
approximately 445,000 subscribers from Adelphia and Adelphia received certain of
our cable systems  serving  approximately  441,000  subscribers.  We recorded to
other  income  (expense)  a pre-tax  gain of $1.199  billion,  representing  the
difference  between the estimated fair value of $1.799 billion as of the closing
date of the transaction and our cost basis in the systems exchanged.

     Income Tax Benefit (Expense)

     The changes in income tax benefit  (expense)  for the interim  periods from
2001 to 2002 are  primarily  the result of the  effects of changes in our income
before taxes, minority interest and cumulative effect of accounting change.

     Minority Interest

     The  increases in minority  interest  for the interim  periods from 2001 to
2002 are attributable to the effects of changes in the net income or loss of our
less than wholly owned consolidated subsidiaries.

     Cumulative Effect of Accounting Change

     In  connection  with the  adoption of SFAS No. 142, we completed an initial
transitional  impairment  assessment  of  goodwill  and other  indefinite  lived
intangible assets, which consist of our cable and sports franchise rights. Based
upon further  guidance  provided by the EITF, we  determined  that no cumulative
effect results from adopting this change in accounting principle.

     In connection with the adoption of SFAS No. 133, "Accounting for Derivative
Instruments  and Hedging  Activities,"  as amended,  we  recognized  as income a
cumulative effect of accounting  change,  net of related income taxes, of $384.5
million  during the six months  ended June 30, 2001.  The income  consisted of a
$400.2  million  adjustment  to  record  the debt  component  of our  ZONES at a
discount from its value at maturity and $191.3  million  principally  related to
the   reclassification  of  gains  previously   recognized  as  a  component  of
accumulated  other   comprehensive   income  (loss)  on  our  equity  derivative
instruments, net of related deferred income taxes of $207.0 million.

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

                                       27
<PAGE>

                      COMCAST CORPORATION AND SUBSIDIARIES
                                    FORM 10-Q
                           QUARTER ENDED JUNE 30, 2002


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

ITEM 1.   LEGAL PROCEEDINGS

     Certain   litigation  has  been  filed,   and  other  litigation  has  been
     threatened,  against  the  Company  as a result of  alleged  conduct of the
     Company with respect to its  investment  in and  distribution  relationship
     with At Home Corporation ("At Home").  At Home was a provider of high-speed
     Internet access and content services, which filed for bankruptcy protection
     in September 2001. Filed actions are: (i) class action lawsuits against the
     Company,  Brian L. Roberts (the Company's  President and a director),  AT&T
     (the  former  controlling   shareholder  of  At  Home  and  also  a  former
     distributor  of the At Home  service) and other  corporate  and  individual
     defendants in the Superior Court of San Mateo County, California,  alleging
     breaches  of  fiduciary  duty on the  part  of the  Company  and the  other
     defendants in connection with transactions agreed to in March 2000 among At
     Home, the Company, AT&T, Cox Communications,  Inc. ("Cox," also an investor
     in At Home and a former distributor of the At Home service); and (ii) class
     action lawsuits  against the Company,  AT&T and others in the United States
     District Court for the Southern District of New York,  alleging  securities
     law violations and common law fraud in connection with  disclosures made by
     At Home in 2001.  The  actions in San Mateo  County,  California  have been
     stayed by the United States  Bankruptcy Court for the Northern  District of
     California,  the court in which At Home filed for bankruptcy,  as violating
     the automatic  bankruptcy  stay. The  plaintiffs  have submitted an amended
     complaint to the Bankruptcy Court, which is expected to decide in September
     2002 whether the amended complaint can proceed. In the Southern District of
     New York  actions,  the court has ordered the actions  consolidated  into a
     single action. It is expected that an amended  consolidated  complaint will
     be served in mid-October 2002.

     In the At Home  bankruptcy  proceeding,  certain  creditors of At Home have
     been  threatening,  and have  negotiated for themselves the right to bring,
     claims  against  the  Company,  AT&T and Cox  arising  from the March  2000
     agreements  and for  alleged  breaches  of  fiduciary  duty.  Further,  the
     creditors have negotiated for the right to bring claims against the Company
     and Cox seeking recovery of alleged short-swing profits pursuant to Section
     16(b) of the  Securities  Exchange Act of 1934  purported to have arisen in
     connection  with certain  transactions  relating to At Home stock  effected
     pursuant to the March 2000 agreements.

     Following  closing of the AT&T  Broadband  transaction,  the Company may be
     contractually liable for 50% of the liabilities of AT&T relating to At Home
     (AT&T would be liable for the other 50% of such  liabilities).  The Company
     denies any wrongdoing in connection with these actual and potential claims,
     and intends to defend all such claims vigorously.  In management's opinion,
     the final disposition of all such claims (including taking into account any
     liability  of the  Company on account  of AT&T as  described  in the second
     preceding  sentence),  will  not  have a  material  adverse  effect  on the
     Company's or, following the closing of the AT&T Broadband transaction,  the
     combined  company's   consolidated   financial   condition  or  results  of
     operations.

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


                                       28
<PAGE>

                      COMCAST CORPORATION AND SUBSIDIARIES
                                    FORM 10-Q
                           QUARTER ENDED JUNE 30, 2002


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

     At the Annual  Meeting on July 10,  2002,  the  shareholders  approved  the
     following proposals:

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


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

<S>                                      <C>                <C>                     <C>
     Ralph J. Roberts                     Class A             18,098,310              30,377
                                          Class B            141,665,625
     Julian A. Brodsky                    Class A             18,104,463              24,224
                                          Class B            141,665,625
     Brian L. Roberts                     Class A             18,109,917              18,770
                                          Class B            141,665,625
     Decker Anstrom                       Class A             18,111,843              16,844
                                          Class B            141,665,625
     Sheldon M. Bonovitz                  Class A             18,090,050              38,637
                                          Class B            141,665,625
     Joseph L. Castle II                  Class A             18,107,111              21,576
                                          Class B            141,665,625
     Felix G. Rohatyn                     Class A             18,100,304              28,383
                                          Class B            141,665,625
     Bernard C. Watson                    Class A             18,117,675              11,012
                                          Class B            141,665,625
     Irving A. Wechsler                   Class A             18,098,290              30,397
                                          Class B            141,665,625
     Anne Wexler                          Class A             18,082,491              46,196
                                          Class B            141,665,625
</TABLE>

     To  ratify  the  appointment  of  Deloitte  & Touche  LLP as the  Company's
     independent auditors for the 2002 fiscal year.


<TABLE>
<CAPTION>
                    Class of Stock                  For                   Against               Abstain
                    --------------                  ---                   -------               -------
<S>                                               <C>                      <C>                  <C>
                       Class A                    18,067,949               94,439               72,721
                       Class B                   141,665,625
</TABLE>

     To consider a proposal to approve an amendment  to the Comcast  Corporation
     1996 Stock Option Plan.


<TABLE>
<CAPTION>
                    Class of Stock                  For                   Against               Abstain
                    --------------                  ---                   -------               -------
<S>                   <C>                       <C>                     <C>                   <C>
                       Class A                    17,455,304              645,438               134,367
                       Class B                   141,665,625
</TABLE>

                                       29

<PAGE>

                      COMCAST CORPORATION AND SUBSIDIARIES
                                    FORM 10-Q
                           QUARTER ENDED JUNE 30, 2002


ITEM 6.   EXHIBITS AND REPORTS ON FORM 8-K

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

          10.1   Comcast  Corporation  1996 Stock  Option  Plan,  as amended and
                 restated, effective April 29, 2002.

          10.2   Comcast Corporation 1997 Deferred Stock Option Plan, as amended
                 and restated, effective April 29, 2002.

          10.3   Comcast Corporation 1996 Deferred Compensation Plan, as amended
                 and restated, effective July 9, 2002.

          99.1   Certifications   of  Chief   Executive   Officer  and  Co-Chief
                 Financial Officers of Comcast  Corporation  pursuant to Section
                 1350 of Chapter 63 of Title 18 of the United States Code.

     (b)  Reports on Form 8-K:

          (i)    We filed a Current Report on Form 8-K under Items 5 and 7(c) on
                 May 3, 2002  reporting  the results of our  operations  for the
                 three months ended March 31, 2002.


                                       30
<PAGE>

                      COMCAST CORPORATION AND SUBSIDIARIES
                                    FORM 10-Q
                           QUARTER ENDED JUNE 30, 2002

                                    SIGNATURE

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



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



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


Date: August 14, 2002


                                       31