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:
                               SEPTEMBER 30, 2000
                                       OR
( )  Transition  Report  pursuant  to  Section  13 or  15(d)  of the  Securities
     Exchange Act of 1934 for the Transition Period from ________ to ________.

                          Commission File Number 0-6983
                            [GRAPHIC OMITTED - LOGO]


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

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

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

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

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

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

As of  September  30,  2000,  there were  871,444,604  shares of Class A Special
Common Stock,  21,932,580 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 SEPTEMBER 30, 2000

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

         ITEM 1. Financial Statements

                 Condensed Consolidated Balance Sheet as of
                 September 30, 2000 and December 31, 1999 (Unaudited)..........2

                 Condensed Consolidated Statement of Operations and
                 Retained Earnings (Accumulated Deficit) for the Nine
                 and Three Months Ended September 30, 2000 and 1999
                 (Unaudited)...................................................3

                 Condensed Consolidated Statement of Cash Flows for the
                 Nine Months Ended September 30, 2000 and 1999 (Unaudited).....4

                 Notes to Condensed Consolidated Financial Statements
                 (Unaudited)..............................................5 - 17

         ITEM 2. Management's Discussion and Analysis of Financial
                 Condition and Results of Operations.....................18 - 24

PART II. OTHER INFORMATION

         ITEM 1. Legal Proceedings............................................25

         ITEM 6. Exhibits and Reports on Form 8-K.............................26

         SIGNATURE............................................................27
                       -----------------------------------

     This Quarterly  Report on Form 10-Q is for the three months ended September
30, 2000. This Quarterly Report modifies and supersedes documents filed prior to
this  Quarterly  Report.  The  SEC  allows  us  to  "incorporate  by  reference"
information that we file with them,  which means that we can disclose  important
information  to you by referring  you directly to those  documents.  Information
incorporated by reference is considered to be part of this Quarterly  Report. In
addition, information that we file with the SEC in the future will automatically
update and supersede  information  contained in this Quarterly  Report.  In this
Quarterly Report,  "Comcast," "we," "us" and "our" refer to Comcast  Corporation
and its subsidiaries.

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

Factors Affecting Future Operations

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

     In  addition,  the  cable  communications  industry  and the  provision  of
programming content may be affected by, among other things:

     o    changes in laws and regulations,
     o    changes in the competitive environment,
     o    changes in technology,
     o    franchise related matters,
     o    market  conditions that may adversely  affect the availability of debt
          and equity  financing for working  capital,  capital  expenditures  or
          other purposes,
     o    demand for the programming content we distribute or the willingness of
          other video program distributors to carry our content, and
     o    general economic conditions.
<PAGE>
                      COMCAST CORPORATION AND SUBSIDIARIES
                                    FORM 10-Q
                        QUARTER ENDED SEPTEMBER 30, 2000

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

ITEM 1.   FINANCIAL STATEMENTS

                      CONDENSED CONSOLIDATED BALANCE SHEET
                                   (Unaudited)

<TABLE>
<CAPTION>
                                                                                (Dollars in millions, except share data)
                                                                                       September 30,  December 31,
                                                                                           2000           1999
                                                                                       -------------  ------------
<S>                                                                                      <C>            <C>
ASSETS
CURRENT ASSETS
   Cash and cash equivalents.........................................................       $575.9        $922.2
   Investments.......................................................................      3,872.1       7,606.0
   Accounts receivable, less allowance for doubtful accounts of $140.8 and $136.6....        722.0         673.3
   Inventories, net..................................................................        413.5         402.8
   Other current assets..............................................................        137.1         100.1
                                                                                        ----------    ----------
       Total current assets..........................................................      5,720.6       9,704.4
                                                                                        ----------    ----------
INVESTMENTS..........................................................................      3,405.2       5,548.8
                                                                                        ----------    ----------
PROPERTY AND EQUIPMENT...............................................................      7,066.4       5,153.2
   Accumulated depreciation..........................................................     (1,944.8)     (1,700.9)
                                                                                        ----------    ----------
   Property and equipment, net.......................................................      5,121.6       3,452.3
                                                                                        ----------    ----------
DEFERRED CHARGES.....................................................................     24,504.4      12,722.1
   Accumulated amortization..........................................................     (3,720.2)     (2,742.0)
                                                                                        ----------    ----------
   Deferred charges, net.............................................................     20,784.2       9,980.1
                                                                                        ----------    ----------
                                                                                         $35,031.6     $28,685.6
                                                                                        ==========    ==========
LIABILITIES AND STOCKHOLDERS' EQUITY
CURRENT LIABILITIES
   Accounts payable and accrued expenses.............................................     $2,711.4      $2,737.5
   Accrued interest..................................................................        167.3         104.5
   Deferred income taxes.............................................................      1,396.1       2,118.6
   Current portion of long-term debt.................................................      1,312.5         517.5
                                                                                        ----------    ----------
       Total current liabilities.....................................................      5,587.3       5,478.1
                                                                                        ----------    ----------
LONG-TERM DEBT, less current portion (including adjustment to carrying value of
   zero and $666.0)..................................................................      8,611.4       8,707.2
                                                                                        ----------    ----------
DEFERRED INCOME TAXES................................................................      4,918.5       3,150.5
                                                                                        ----------    ----------
MINORITY INTEREST AND OTHER..........................................................      1,210.1       1,008.5
                                                                                        ----------    ----------
COMMITMENTS AND CONTINGENCIES (Note 8)
COMMON EQUITY PUT OPTIONS............................................................         82.0
                                                                                        ----------    ----------
STOCKHOLDERS' EQUITY
   Preferred stock - authorized, 20,000,000 shares; 5.25% series B mandatorily
     redeemable convertible, $1,000 par value; issued, 592,365 and 569,640 at
     redemption value................................................................        592.3         569.6
   Class A special common stock, $1 par value - authorized, 2,500,000,000 shares;
     issued, 894,769,515 and 716,442,482; outstanding, 871,444,604 and 716,442,482 ..        871.4         716.4
   Class A common stock, $1 par value - authorized,
     200,000,000 shares; issued, 21,932,580 and 25,993,380...........................         21.9          26.0
   Class B common stock, $1 par value - authorized,
     50,000,000 shares; issued, 9,444,375............................................          9.4           9.4
   Additional capital................................................................     11,091.4       3,527.0
   Retained earnings (accumulated deficit)...........................................        308.4        (619.8)
   Accumulated other comprehensive income............................................      1,727.5       6,112.7
                                                                                        ----------    ----------
       Total stockholders' equity....................................................     14,622.3      10,341.3
                                                                                        ----------    ----------
                                                                                         $35,031.6     $28,685.6
                                                                                        ==========    ==========
</TABLE>
See notes to condensed consolidated financial statements.

                                        2
<PAGE>
                      COMCAST CORPORATION AND SUBSIDIARIES
                                    FORM 10-Q
                        QUARTER ENDED SEPTEMBER 30, 2000
               CONDENSED CONSOLIDATED STATEMENT OF OPERATIONS AND
                     RETAINED EARNINGS (ACCUMULATED DEFICIT)
                                   (Unaudited)

<TABLE>
<CAPTION>
                                                                        (Amounts in millions, except per share data)
                                                                            Nine Months Ended  Three Months Ended
                                                                              September 30,       September 30,
                                                                             2000      1999      2000      1999
                                                                           --------- --------- --------- ---------
<S>                                                                         <C>       <C>       <C>         <C>
REVENUES
    Service income......................................................... $3,399.1  $2,418.4  $1,139.7    $848.0
    Net sales from electronic retailing....................................  2,411.9   2,176.7     820.3     751.3
                                                                           --------- --------- --------- ---------
                                                                             5,811.0   4,595.1   1,960.0   1,599.3
                                                                           --------- --------- --------- ---------
COSTS AND EXPENSES
    Operating..............................................................  1,594.4   1,201.6     516.5     412.1
    Cost of goods sold from electronic retailing...........................  1,544.4   1,398.6     529.2     486.0
    Selling, general and administrative....................................    876.8     648.6     308.6     237.3
    Depreciation...........................................................    599.9     402.7     223.2     148.6
    Amortization...........................................................  1,242.3     456.2     438.9     164.1
                                                                           --------- --------- --------- ---------
                                                                             5,857.8   4,107.7   2,016.4   1,448.1
                                                                           --------- --------- --------- ---------
OPERATING (LOSS) INCOME....................................................    (46.8)    487.4     (56.4)    151.2
OTHER (INCOME) EXPENSE
    Interest expense.......................................................    507.0     392.8     175.2     138.1
    Investment income...................................................... (1,024.8)   (229.1)    (65.4)   (101.1)
    Income related to indexed debt.........................................   (666.0)           (1,064.0)
    Equity in net losses (income) of affiliates............................      7.7      (0.9)      3.7      (2.5)
    Other income........................................................... (1,124.5) (1,433.6) (1,133.1)     (2.7)
                                                                           --------- --------- --------- ---------
                                                                            (2,300.6) (1,270.8) (2,083.6)     31.8
                                                                           --------- --------- --------- ---------
INCOME FROM CONTINUING OPERATIONS BEFORE INCOME
    TAX EXPENSE, MINORITY INTEREST AND EXTRAORDINARY ITEMS.................  2,253.8   1,758.2   2,027.2     119.4
INCOME TAX EXPENSE.........................................................    905.6     827.9     752.3     104.2
                                                                           --------- --------- --------- ---------
INCOME FROM CONTINUING OPERATIONS BEFORE
    MINORITY INTEREST AND EXTRAORDINARY ITEMS..............................  1,348.2     930.3   1,274.9      15.2
MINORITY INTEREST..........................................................     86.7     (18.2)     25.8      (5.4)
                                                                           --------- --------- --------- ---------
INCOME FROM CONTINUING OPERATIONS BEFORE
    EXTRAORDINARY ITEMS....................................................  1,261.5     948.5   1,249.1      20.6
GAIN FROM DISCONTINUED OPERATIONS, net of income tax expense of
    $147.7 and $159.6 in 1999..............................................              335.8               355.9
                                                                           --------- --------- --------- ---------
INCOME BEFORE EXTRAORDINARY ITEMS..........................................  1,261.5   1,284.3   1,249.1     376.5
EXTRAORDINARY ITEMS........................................................    (18.5)    (44.4)     (2.3)    (41.4)
                                                                           --------- --------- --------- ---------
NET INCOME.................................................................  1,243.0   1,239.9   1,246.8     335.1
PREFERRED DIVIDENDS........................................................    (22.7)    (22.4)     (7.6)     (7.3)
                                                                           --------- --------- --------- ---------
NET INCOME FOR COMMON STOCKHOLDERS......................................... $1,220.3  $1,217.5  $1,239.2    $327.8
                                                                           ========= ========= ========= =========
RETAINED EARNINGS (ACCUMULATED DEFICIT)
    Beginning of period....................................................  ($619.8)($1,488.2)  ($878.2)  ($592.8)
    Net income.............................................................  1,243.0   1,239.9   1,246.8     335.1
    Retirement of common stock.............................................   (314.8)   (123.6)    (60.2)   (114.2)
                                                                           --------- --------- --------- ---------
    End of period..........................................................   $308.4   ($371.9)   $308.4   ($371.9)
                                                                           ========= ========= ========= =========
BASIC EARNINGS FOR COMMON STOCKHOLDERS PER COMMON SHARE
    Income from continuing operations before extraordinary items...........    $1.40     $1.24     $1.37      $.02
    Gain from discontinued operations......................................                .45                 .47
    Extraordinary items....................................................     (.02)     (.06)               (.05)
                                                                           --------- --------- --------- ---------
       Net income..........................................................    $1.38     $1.63     $1.37      $.44
                                                                           ========= ========= ========= =========
BASIC WEIGHTED AVERAGE NUMBER OF COMMON SHARES OUTSTANDING.................    885.1     747.0     908.8     755.2
                                                                           ========= ========= ========= =========
DILUTED EARNINGS FOR COMMON STOCKHOLDERS
    PER COMMON SHARE
    Income from continuing operations before extraordinary items...........    $1.34     $1.16     $1.29      $.03
    Gain from discontinued operations......................................                .41                 .43
    Extraordinary items....................................................     (.02)     (.05)               (.05)
                                                                           --------- --------- --------- ---------
       Net income..........................................................    $1.32     $1.52     $1.29      $.41
                                                                           ========= ========= ========= =========
DILUTED WEIGHTED AVERAGE NUMBER OF COMMON SHARES OUTSTANDING...............    943.1     815.4     965.6     823.9
                                                                           ========= ========= ========= =========
</TABLE>

See notes to condensed consolidated financial statements.

                                        3
<PAGE>
                      COMCAST CORPORATION AND SUBSIDIARIES
                                    FORM 10-Q
                        QUARTER ENDED SEPTEMBER 30, 2000
                 CONDENSED CONSOLIDATED STATEMENT OF CASH FLOWS
                                   (Unaudited)


<TABLE>
<CAPTION>
                                                                                      (Dollars in millions)
                                                                                  Nine Months Ended September 30,
                                                                                      2000             1999
                                                                                    ---------        ---------
<S>                                                                                  <C>              <C>
OPERATING ACTIVITIES
   Net income...................................................................     $1,243.0         $1,239.9
   Adjustments to reconcile net income to net cash provided
    by operating activities from continuing operations:
     Depreciation...............................................................        599.9            402.7
     Amortization...............................................................      1,242.3            456.2
     Non-cash interest income, net..............................................        (29.9)           (14.3)
     Non-cash income related to indexed debt....................................       (666.0)
     Equity in net losses (income) of affiliates................................          7.7             (0.9)
     Gains on investments and other income, net.................................     (2,036.8)          (136.0)
     Minority interest..........................................................         86.7            (18.2)
     Gain from discontinued operations..........................................                        (335.8)
     Extraordinary items........................................................         18.5             44.4
     Deferred income taxes and other............................................        558.2            214.9
                                                                                    ---------        ---------
                                                                                      1,023.6          1,852.9

     Changes in working capital.................................................       (208.9)           534.9
                                                                                    ---------        ---------
           Net cash provided by operating activities from continuing operations.        814.7          2,387.8
                                                                                    ---------        ---------
FINANCING ACTIVITIES
   Proceeds from borrowings.....................................................      3,189.3            935.0
   Retirements and repayments of debt...........................................     (3,991.6)        (1,108.8)
   Issuances of common stock and sales of put options on common stock...........         23.8             15.3
   Repurchases of common stock..................................................       (290.3)           (30.7)
   Dividends.....................................................................                         (9.4)
   Deferred financing costs.....................................................        (34.4)           (14.6)
   Other........................................................................                          (3.0)
                                                                                    ---------        ---------
           Net cash used in financing activities from continuing operations.....     (1,103.2)          (216.2)
                                                                                    ---------        ---------
INVESTING ACTIVITIES
   Acquisitions, net of cash acquired...........................................       (161.0)          (755.2)
   Proceeds from sales of (purchases of) short-term investments, net............        904.6           (206.2)
   Purchases of investments.....................................................       (353.3)          (272.2)
   Increase in notes receivable.................................................        (50.0)          (733.5)
   Proceeds from sale of discontinued operations................................                         361.1
   Proceeds from sales of investments...........................................        992.8            146.7
   Capital expenditures.........................................................     (1,056.0)          (545.3)
   Additions to deferred charges................................................       (334.9)          (155.8)
                                                                                    ---------        ---------
           Net cash used in investing activities from continuing operations.....        (57.8)        (2,160.4)
                                                                                    ---------        ---------
(DECREASE) INCREASE IN CASH AND CASH
  EQUIVALENTS - CONTINUING OPERATIONS...........................................       (346.3)            11.2

CASH AND CASH EQUIVALENTS, beginning of period..................................        922.2            870.7
                                                                                    ---------        ---------
CASH AND CASH EQUIVALENTS, end of period........................................       $575.9           $881.9
                                                                                    =========        =========
</TABLE>

See notes to condensed consolidated financial statements.

                                        4
<PAGE>
                      COMCAST CORPORATION AND SUBSIDIARIES
                                    FORM 10-Q
                        QUARTER ENDED SEPTEMBER 30, 2000
              NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
                                   (Unaudited)

1.   CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

     Basis of Presentation
     The condensed  consolidated  balance sheet as of December 31, 1999 has been
     condensed from the audited  consolidated balance sheet as of that date. The
     condensed  consolidated  balance  sheet  as  of  September  30,  2000,  the
     condensed  consolidated  statement  of  operations  and  retained  earnings
     (accumulated  deficit) for the nine and three months  ended  September  30,
     2000 and 1999, and the condensed  consolidated  statement of cash flows for
     the nine months  ended  September  30, 2000 and 1999 have been  prepared by
     Comcast  Corporation  (the  "Company")  and have not  been  audited  by the
     Company's  independent   auditors.  In  the  opinion  of  management,   all
     adjustments necessary to present fairly the financial position,  results of
     operations  and cash flows as of  September  30,  2000 and for all  periods
     presented have been made.

     Certain information and note disclosures normally included in the Company's
     annual financial  statements prepared in accordance with generally accepted
     accounting  principles  have been  condensed  or omitted.  These  condensed
     consolidated  financial  statements  should be read in conjunction with the
     financial  statements and notes thereto included in the Company's  December
     31, 1999 Annual Report on Form 10-K filed with the  Securities and Exchange
     Commission  (the "SEC").  The results of  operations  for the periods ended
     September 30, 2000 are not necessarily  indicative of operating results for
     the full year.

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

     Reclassifications
     Certain  reclassifications  have been made to the  prior  years'  condensed
     consolidated  financial statements to conform to those classifications used
     in 2000 (see Note 2).

2.   SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

     SFAS No. 133, as Amended
     In June 1998, the Financial  Accounting Standards Board (the "FASB") issued
     Statement of Financial  Accounting  Standards ("SFAS") No. 133, "Accounting
     for  Derivative   Instruments  and  Hedging   Activities."  This  statement
     establishes  the accounting  and reporting  standards for  derivatives  and
     hedging  activity.  Upon the adoption of SFAS No. 133, all  derivatives are
     required to be recognized in the statement of financial  position as either
     assets or  liabilities  and  measured at fair value.  In July 1999 and June
     2000,  the FASB  issued  SFAS No. 137 and SFAS No. 138 which  deferred  the
     effective date for implementation of SFAS No. 133 to fiscal years beginning
     after  June  15,  2000  and  which   addressed   certain   issues   causing
     implementation   difficulties   for  entities  that  apply  SFAS  No.  133,
     respectively.

     As of September 30, 2000, the Company has entered into certain transactions
     which may be accounted for as derivatives upon adoption of SFAS No. 133, as
     amended,  including  indexed  debt  instruments,   interest  rate  exchange
     agreements,  equity  warrant  and  option  agreements,  and  equity  collar
     agreements.  The Company will adopt SFAS No. 133, as amended, on January 1,
     2001.  The  transition  adjustment  upon  adoption  will be recorded to the
     Company's  consolidated  statement of operations as a cumulative  effect of
     change in accounting principle,  net of tax. Subsequent changes in the fair
     value  of  the  Company's  derivatives  will  be  recorded  either  through
     accumulated   other   comprehensive   income  or  through   the   Company's
     consolidated  statement of operations based upon the Company's  designation
     of the derivative and the Company's  hedging strategy.  The Company,  while
     continuing to evaluate the impact the adoption of SFAS No. 133, as amended,
     will have on its financial position and results of

                                        5
<PAGE>
                      COMCAST CORPORATION AND SUBSIDIARIES
                                    FORM 10-Q
                        QUARTER ENDED SEPTEMBER 30, 2000
        NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS - CONTINUED
                                   (Unaudited)

     operations,  is  currently  unable  to  estimate  such  impact  due  to the
     uncertainty  of the  derivatives  that  will be held by the  Company  as of
     December 31, 2000 and their respective fair values at that time.

     SFAS No. 140
     In September 2000, The FASB issued SFAS No. 140,  "Accounting for Transfers
     and Servicing of Financial Assets and Extinguishments of Liabilities." SFAS
     No. 140 replaces SFAS No. 125 and addresses  certain  issues not previously
     addressed  in SFAS  No.  125.  SFAS  140 is  effective  for  transfers  and
     servicing  occurring  after March 31, 2001.  SFAS No. 140 is effective  for
     disclosures  about  securitizations  and collateral and for the recognition
     and  reclassification  of collateral for fiscal years ending after December
     15, 2000. While the Company is currently evaluating the impact the adoption
     of SFAS  No.  140  will  have on its  financial  position  and  results  of
     operations, it does not expect such impact to be material.

     SAB No. 101, as Amended
     In December  1999,  the staff of the SEC issued Staff  Accounting  Bulletin
     ("SAB") No. 101,  "Revenue  Recognition  in  Financial  Statements,"  which
     provides guidance in applying generally accepted  accounting  principles to
     selected revenue recognition issues. In March 2000 and June 2000, the staff
     of the SEC amended SAB No. 101 to delay the required implementation date of
     SAB No. 101 to the fourth quarter of fiscal years  beginning after December
     15, 1999. The Company adopted SAB No. 101, as amended,  on October 1, 2000.
     The  adoption of SAB No. 101,  as amended,  has not and is not  expected to
     have a material impact on the Company's results of operations.

     EITF 00-10
     In May,  July and  September  2000,  the  Emerging  Issues  Task Force (the
     "EITF")  reached a  consensus  on EITF  Issue No.  00-10,  "Accounting  for
     Shipping and Handling  Fees and Costs."  EITF No. 00-10  requires  that all
     amounts  billed  to a  customer  in a sale  transaction  for  shipping  and
     handling be classified as revenue. The Company's majority-owned subsidiary,
     QVC, Inc. previously  classified shipping and handling revenue as an offset
     to  cost  of  goods  sold  from  electronic  retailing.   The  Company  has
     reclassified  shipping  and  handling  revenue from cost of goods sold from
     electronic retailing to net sales from electronic retailing for all periods
     presented  in  the  accompanying   condensed   consolidated   statement  of
     operations and retained earnings (accumulated deficit).

     Securities Lending Transactions
     The  Company may enter into  securities  lending  transactions  pursuant to
     which the Company requires the borrower to provide cash collateral equal to
     the value of the loaned  securities,  as  adjusted  for any  changes in the
     value of the underlying loaned securities.  Loaned securities for which the
     Company  maintains  effective  control are included in  investments  in the
     Company's condensed consolidated balance sheet.

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

                                        6
<PAGE>
                      COMCAST CORPORATION AND SUBSIDIARIES
                                    FORM 10-Q
                        QUARTER ENDED SEPTEMBER 30, 2000
        NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS - CONTINUED
                                   (Unaudited)

     The  following  table  reconciles  the  numerator  and  denominator  of the
     computations of diluted  earnings for common  stockholders per common share
     ("Diluted  EPS") for the nine and three months ended September 30, 2000 and
     1999, respectively.

<TABLE>
<CAPTION>
                                                             (Amounts in millions, except per share data)
                                                                 Nine Months            Three Months
                                                                    Ended                  Ended
                                                                September 30,          September 30,
                                                               2000       1999        2000       1999
                                                             ---------  ---------   ---------  ---------
<S>                                                           <C>        <C>         <C>          <C>
     Net income for common stockholders.....................  $1,220.3   $1,217.5    $1,239.2     $327.8
     Preferred dividends....................................      22.7       22.4         7.6        7.3
                                                             ---------  ---------   ---------  ---------
     Net income for common stockholders used
       for Diluted EPS......................................  $1,243.0   $1,239.9    $1,246.8     $335.1
                                                             =========  =========   =========  =========
     Basic weighted average number of common shares
       outstanding..........................................     885.1      747.0       908.8      755.2
     Dilutive securities:
       Series A and B convertible preferred stock...........      42.5       44.6        42.5       43.4
       Stock option and restricted stock plans..............      15.4       23.8        14.0       25.3
       Put options on Class A Special Common Stock..........       0.1                    0.3
                                                             ---------  ---------   ---------  ---------
     Diluted weighted average number of common shares
       outstanding..........................................     943.1      815.4       965.6      823.9
                                                             =========  =========   =========  =========
     Diluted earnings for common stockholders
       per common share.....................................     $1.32      $1.52       $1.29       $.41
                                                             =========  =========   =========  =========
</TABLE>

     Put options sold by the Company on a weighted  average 1.5 million  shares,
     3.6  million   shares,   2.0  million   shares  and  1.2  million   shares,
     respectively,  of its  Class  A  Special  Common  Stock  (see  Note 6) were
     outstanding  during the nine months ended  September  30, 2000 and 1999 and
     during the three months ended  September  30, 2000 and 1999,  respectively.
     For the nine and three  months  ended  September  30, 1999 such put options
     were  not  included  in the  computation  of  Diluted  EPS as the  options'
     exercise  price was less than the  average  market  price of the  Company's
     Class A Special Common Stock during the periods.

3.   SIGNIFICANT EVENTS

     Acquisition of Lenfest Communications, Inc.
     In  January  2000,  the  Company  acquired  Lenfest  Communications,   Inc.
     ("Lenfest"),  a cable communications  company serving subscribers primarily
     in the  Philadelphia  area from AT&T Corp.  ("AT&T") and the other  Lenfest
     stockholders for approximately  121.4 million shares of the Company's Class
     A Special  Common  Stock,  subject  to  adjustment,  with a value of $6.077
     billion  (the  "Lenfest  Acquisition").  In  connection  with  the  Lenfest
     Acquisition,  the Company assumed approximately $1.326 billion of debt (see
     Note 5).

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

                                        7
<PAGE>
                      COMCAST CORPORATION AND SUBSIDIARIES
                                    FORM 10-Q
                        QUARTER ENDED SEPTEMBER 30, 2000
        NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS - CONTINUED
                                   (Unaudited)

     consolidated  statement of operations  and retained  earnings  (accumulated
     deficit) from the date of the Lenfest Acquisition.

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

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

     In  March  2000,  the  Jones  Intercable  shareholders  approved  a  merger
     agreement  pursuant to which the Jones Intercable  shareholders,  including
     Comcast Cable,  received 1.4 shares of the Company's Class A Special Common
     Stock in exchange for each share of Jones  Intercable  Class A Common Stock
     and Common Stock (the "Jones Merger") and Jones  Intercable was merged with
     and into a wholly owned  subsidiary of the Company.  In connection with the
     closing of the Jones Merger, the Company issued  approximately 58.9 million
     shares  of its  Class  A  Special  Common  Stock  to the  Jones  Intercable
     shareholders,  including  approximately 23.3 million shares to a subsidiary
     of the Company and 35.6  million  shares with a value of $1.727  billion to
     the public  shareholders.  As required under generally accepted  accounting
     principles,  the shares held by the subsidiary of the Company are presented
     as issued but not outstanding (held in treasury) in the Company's September
     30, 2000 condensed consolidated balance sheet.

     Acquisition of Prime Communications LLC
     In December 1998, the Company agreed to invest in Prime  Communications LLC
     ("Prime"),  a cable communications  company.  Pursuant to the terms of this
     agreement, in December 1998 the Company acquired from Prime a $50.0 million
     12.75%  subordinated  note due 2008  issued by  Prime.  In July  1999,  the
     Company  made a loan to Prime in the form of a $733.5  million  6% ten year
     note,  convertible  into 90% of the equity of Prime.  Since that time,  the
     Company  made an  additional  $70.0  million in loans to Prime (on the same
     terms as the  original  loan).  On August 1, 2000,  the note,  plus accrued
     interest of $51.7 million on the note and the loans,  was converted and the
     owners of Prime sold their  remaining  10% equity  interest in Prime to the
     Company for $87.7 million.  As a result, the Company now owns 100% of Prime
     and has  assumed  management  control of  Prime's  operations  (the  "Prime
     Acquisition").  Upon closing, the Company assumed and repaid $532.0 million
     of  Prime's  debt with  proceeds  from  borrowings  under  existing  credit
     facilities.

     The  acquisitions  completed  by the Company  during the nine months  ended
     September  30,  2000  were  accounted  for  under  the  purchase  method of
     accounting.  As such,  the operating  results of the acquired  systems have
     been  included  in  the  Company's  condensed   consolidated  statement  of
     operations and retained earnings (accumulated deficit) from the acquisition
     date.  The Company  adjusted the purchase price  allocation  related to the
     Company's  acquisitions  of CalPERS'  interest  in Comcast  MHCP and of the
     public shareholders' interest in Jones Intercable during the second quarter
     of  2000.  The  allocation  of the  purchase  price  for  the  acquisitions
     completed  during the nine months ended  September 30, 2000 is  preliminary
     pending  completion  of final  appraisals.  As the  consideration  given in
     exchange for Jones  Intercable,  Lenfest and the additional 50% interest in
     Garden  State  Cable was  shares of the  Company's  Class A Special  Common
     Stock, and in the case of Prime was primarily the conversion of

                                        8
<PAGE>
                      COMCAST CORPORATION AND SUBSIDIARIES
                                    FORM 10-Q
                        QUARTER ENDED SEPTEMBER 30, 2000
        NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS - CONTINUED
                                   (Unaudited)

     convertible  notes,  the  acquisitions of such interests had no significant
     impact on the  Company's  condensed  consolidated  statement  of cash flows
     during the nine months ended September 30, 2000 (see Note 7).

     Unaudited Pro Forma Information
     The  following  unaudited pro forma  information  for the nine months ended
     September 30, 2000 and 1999 has been  presented as if the  acquisitions  of
     Jones Intercable,  Lenfest and Prime, and the consolidation of Garden State
     Cable  each  occurred  on January 1,  1999.  This  information  is based on
     historical  results of operations,  adjusted for acquisition costs, and, in
     the  opinion  of  management,  is not  necessarily  indicative  of what the
     results would have been had the Company operated Jones Intercable, Lenfest,
     Garden State Cable and Prime since January 1, 1999.

                                                    (Amounts in millions,
                                                    except per share data)
                                                      Nine Months Ended
                                                        September 30,
                                                      2000          1999
                                                   ----------    ----------

          Revenues................................  $5,945.9      $5,362.7
          Net income..............................  $1,148.0        $769.9
          Diluted EPS.............................     $1.19         $0.81

     AT&T Agreement
     As of August 11, 2000,  the Company  entered into a revised  agreement with
     AT&T to exchange various cable communications  systems.  Under the terms of
     the  agreement,  the Company  will  receive  cable  communications  systems
     serving approximately 770,000 subscribers.  In exchange,  AT&T will receive
     systems  that the Company  currently  owns  serving  approximately  670,000
     subscribers. At closing, the Company will pay AT&T an equalizing payment of
     approximately  $12 million,  reflecting the agreed upon  difference in fair
     value of the AT&T cable  communications  systems  and the  Company's  cable
     communications  systems to be exchanged (subject to adjustment based on the
     actual number of net subscribers  acquired and the per subscriber  price of
     certain  subscribers).  The  transaction  is subject to  customary  closing
     conditions and regulatory  approvals and is expected to close in the fourth
     quarter of 2000 or the first quarter of 2001.

     Other Income
     In August  2000,  the Company  obtained  the right to sell its  Excite@Home
     Corporation ("Excite@Home") Series A Common Stock (the "Excite@Home Stock")
     to AT&T and waived certain of its  Excite@Home  Board level and shareholder
     rights under a stockholders agreement. The Company also agreed to cause its
     existing  appointee  to the  Excite@Home  Board of Directors to resign (see
     Note 4). In connection with the transaction, the Company recorded a pre-tax
     gain of  $1.045  billion,  representing  the  estimated  fair  value of the
     investment as of the Closing Date.

     In 1997, the Company obtained certain wireless  licenses but never deployed
     the spectrum in its operations.  In August 2000, the Company  exchanged all
     of the capital  stock of a wholly owned  subsidiary  which held eighteen of
     those wireless licenses for approximately 3.2 million shares of AT&T common
     stock with a fair value of $100.0 million. In connection with the exchange,
     the Company  recognized a pre-tax gain of $98.1 million,  representing  the
     difference  between  the fair  value of the AT&T  shares  received  and the
     Company's cost basis in the subsidiary.

     Such  gains  were  recorded  to other  income  in the  Company's  condensed
     consolidated  statement of operations  and retained  earnings  (accumulated
     deficit) during the nine and three months ended September 30, 2000.

     During the nine months ended  September  30, 1999,  the Company  received a
     $1.5 billion  termination fee from MediaOne Group,  Inc.  ("MediaOne") as a
     result of MediaOne's  termination  of its Agreement and Plan of Merger with
     the Company  dated March 1999.  The  termination  fee,  net of  transaction
     costs, was recorded to other income in the Company's condensed consolidated
     statement of operations and retained earnings (accumulated deficit).

                                        9
<PAGE>
                      COMCAST CORPORATION AND SUBSIDIARIES
                                    FORM 10-Q
                        QUARTER ENDED SEPTEMBER 30, 2000
        NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS - CONTINUED
                                   (Unaudited)

4.   INVESTMENTS

<TABLE>
<CAPTION>
                                                                              September 30,    December 31,
                                                                                  2000             1999
                                                                             ---------------  --------------
                                                                                  (Dollars in millions)
<S>                                                                           <C>           <C>
           Fair value method...........................................         $6,686.6        $11,972.1
           Cost method.................................................            314.8          1,134.6
           Equity method...............................................            275.9             48.1
                                                                             -----------     ------------
                  Total investments....................................          7,277.3         13,154.8

           Less, current investments...................................          3,872.1          7,606.0
                                                                             -----------     ------------
           Non-current investments.....................................         $3,405.2         $5,548.8
                                                                             ===========     ============
</TABLE>

     Fair Value Method
     The Company  holds  unrestricted  equity  investments  in certain  publicly
     traded  companies,  with an historical cost  (including  $2.152 billion and
     $2.033 billion of aggregate pre-tax gains recognized  through September 30,
     2000 and  December  31, 1999,  respectively)  of $3.942  billion and $2.558
     billion as of September 30, 2000 and December 31, 1999,  respectively.  The
     unrealized  pre-tax gains as of September 30, 2000 and December 31, 1999 of
     $2.745 billion and $9.414 billion, respectively,  have been reported in the
     Company's   condensed   consolidated   balance  sheet  as  a  component  of
     accumulated other comprehensive  income, net of related deferred income tax
     expense of $960.8 million and $3.294 billion, respectively.

     Sprint PCS. As of September 30, 2000 and December 31, 1999, as adjusted for
     Sprint  PCS'  2-for-1  stock  split in February  2000,  the  Company  holds
     approximately  88.2 million shares and 93.8 million shares of  unregistered
     Series 2 Sprint PCS common stock,  123,452 shares of Sprint PCS convertible
     preferred  stock  (convertible  into  approximately  4.0 million  shares of
     unregistered  Series 2 Sprint PCS common  stock) and a warrant to  purchase
     approximately 6.0 million shares of unregistered Series 2 Sprint PCS common
     stock at $12.01  per share  (the  "Sprint  PCS  Stock").  The  Company  has
     registration rights,  subject to customary  restrictions,  which will allow
     the  Company to sell its Sprint PCS  Stock.  During the nine  months  ended
     September  30,  2000,  the Company  sold  approximately  5.6 million of its
     shares of Sprint  PCS  common  stock for  proceeds  of $312.0  million  and
     recognized  a pre-tax gain of $265.3  million.  Such gain was recorded as a
     reclassification  from accumulated other comprehensive income to investment
     income.  As of September  30, 2000 and  December 31, 1999,  the Company has
     recorded its investment in Sprint PCS at its estimated fair value of $3.092
     billion and $4.234 billion, respectively (see Note 5).

     AT&T.  As of September  30, 2000 and December 31, 1999,  the Company  holds
     approximately  43.1 million  shares and 39.9 million  shares of AT&T common
     stock.  As of September  30, 2000 and  December  31, 1999,  the Company has
     recorded  its  investment  in AT&T at its fair value of $1.266  billion and
     $2.026 billion, respectively.

     As of August 11, 2000, the Company entered into another agreement with AT&T
     to acquire cable  communications  systems serving up to 700,000 subscribers
     from AT&T in exchange for AT&T common stock that the Company currently owns
     or may acquire,  in a  transaction  intended to qualify as tax-free to both
     the Company and to AT&T.  Pursuant to the agreement,  the agreed upon value
     of the cable communications systems to be acquired by the Company from AT&T
     is up to $3.2 billion  (subject to adjustment based on the actual number of
     subscribers acquired).  Also pursuant to the agreement,  approximately 39.6
     million shares of the AT&T common stock currently owned by the Company will
     be valued at $54.41 per share in the exchange.  The  transaction is subject
     to customary closing conditions and regulatory approvals and is expected to
     close in the first or second quarter of 2001.

     Internet Capital Group. In August 1999,  Internet Capital Group ("ICG"), an
     investee of the Company  previously  accounted  for under the cost  method,
     completed  an  initial  public  offering  of its  common  stock.  ICG is an
     Internet  holding  company  engaged in managing and  operating a network of
     business-to-business  e-commerce  companies.  During the nine months  ended
     September 30, 2000,  the Company sold  approximately  2.3 million shares of
     its ICG common  stock for  proceeds  of $327.1  million  and  recognized  a
     pre-tax gain of $325.9 million. Such gain was

                                       10
<PAGE>
                      COMCAST CORPORATION AND SUBSIDIARIES
                                    FORM 10-Q
                        QUARTER ENDED SEPTEMBER 30, 2000
        NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS - CONTINUED
                                   (Unaudited)

     recorded as a reclassification  from accumulated other comprehensive income
     to investment  income.  As of September 30, 2000 and December 31, 1999, the
     Company holds  approximately 21.4 million shares and 23.7 million shares of
     ICG common  stock and warrants  and options to purchase  approximately  0.6
     million shares of ICG common stock, respectively.  As of September 30, 2000
     and December 31, 1999,  the Company has recorded its  investment  in ICG at
     its   estimated   fair  value  of  $382.2   million  and  $4.127   billion,
     respectively.

     Excite@Home.  Excite@Home  provides  Internet  services to subscribers  and
     businesses over the cable communications infrastructure in a limited number
     of cities in the  United  States.  The  Company  holds  approximately  29.1
     million  shares of  Excite@Home  Stock and,  as of  September  30, 2000 and
     December  31,  1999,  has earned  warrants to purchase  an  additional  2.1
     million shares and 0.6 million shares, respectively,  of Excite@Home Stock.
     As of  September  30,  2000  and  December  31,  1999,  10%  and 30% of the
     Excite@Home shares held by the Company were contractually restricted shares
     (the "Restricted Shares") and 90% and 70% of the Excite@Home shares held by
     the Company  were  unrestricted  shares (the  "Unrestricted  Shares").  The
     Company has recorded the Restricted Shares at their historical cost of $0.3
     million and $0.6 million and the  Unrestricted  Shares and warrants,  which
     are  classified  as available for sale,  at their  estimated  fair value of
     $437.9 million and $918.0 million,  respectively,  as of September 30, 2000
     and December 31, 1999. The Company has  reclassified  its investment in the
     Excite@Home Stock from noncurrent  investments to current investments as of
     September 30, 2000 (see below).

     On March 28, 2000 (the "Announcement Date"),  Excite@Home and its principal
     cable partners,  including the Company (the "Founding Cable Stockholders"),
     entered  into an  agreement  (the  "Letter  Agreement")  pursuant  to which
     Excite@Home  and the  Founding  Cable  Stockholders  agreed  to enter  into
     certain  transactions which were completed on August 28, 2000 (the "Closing
     Date").

     AT&T granted the Company the right to sell its Excite@Home Stock to AT&T at
     any time  between  January 1, 2001 and June 4, 2002 at a price equal to the
     higher of $48 per share or the average per share trading price for a 30-day
     trading period (as defined).  The aggregate value of the Excite @Home Stock
     that AT&T would be  required  to  purchase  from the  Company is limited to
     approximately  $1.5 billion.  The Company has the right to elect payment in
     the form of cash or in shares of AT&T common  stock.  The Company  accounts
     for this right as an  investment,  classified as available for sale, at its
     estimated fair value with unrealized gains or losses resulting from changes
     between  measurement  dates  recorded as a component of  accumulated  other
     comprehensive  income.  As of September 30, 2000,  the Company has recorded
     this investment,  which is included in current investments in the Company's
     condensed consolidated balance sheet, at its estimated fair value of $1.043
     billion.

     The Company agreed to enter into a new non-exclusive distribution agreement
     with  Excite@Home  for the period  from June 2002  through  June 2006.  The
     Company  may  elect  to  terminate  its  existing  exclusive   distribution
     agreement with  Excite@Home  (which would otherwise expire in June 2002) or
     the new distribution  agreement at any time beginning June 2001 on at least
     six months notice. In addition,  unearned  warrants  previously held by the
     Company  were  amended  to  eliminate  any  previous   performance  vesting
     conditions  and  the  Company  received  additional  new  warrants  with an
     exercise  price of $29.54 per share to purchase  two shares of  Excite@Home
     Stock for each home passed by the Company's cable communications systems at
     the  Announcement  Date. The new warrants and the unearned  previously held
     warrants vest in installments  every six months  beginning in June 2001 and
     will be fully vested in June 2006 provided that the Company has not elected
     to earlier  terminate its existing or the new distribution  agreement.  The
     new warrants include customary registration rights and will expire in March
     2015.  The  Company's  right to sell its  Excite@Home  Stock to AT&T is not
     dependent upon its election to either continue or terminate its existing or
     the new distribution agreement.

     Sales of NTL Incorporated Common Stock
     During  the three  months  ended  September  30,  1999,  the  Company  sold
     approximately  0.9  million  shares of NTL  Incorporated  common  stock for
     proceeds of $89.8 million and  recognized a pre-tax gain of $50.1  million.
     Such gain is  included  in  investment  income in the  Company's  condensed
     consolidated  statement of operations  and retained  earnings  (accumulated
     deficit) for the nine and three months ended September 30, 1999.

                                       11
<PAGE>
                      COMCAST CORPORATION AND SUBSIDIARIES
                                    FORM 10-Q
                        QUARTER ENDED SEPTEMBER 30, 2000
        NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS - CONTINUED
                                   (Unaudited)

     Gains on Exchanges of Fair Value Method Investments
     During the nine  months  ended  September  30, 2000 and 1999 and during the
     three months ended  September 30, 2000, in connection  with certain mergers
     of  publicly  traded  companies  held  by  the  Company  accounted  for  as
     investments  available for sale,  the Company  recognized  pre-tax gains of
     $62.1 million, $187.6 million and $29.1 million, respectively, representing
     the  difference  between the fair value of the  securities  received by the
     Company and the  Company's  cost basis in the  securities  exchanged.  Such
     gains  were  recorded  as  a   reclassification   from  accumulated   other
     comprehensive income to investment income.

     Impairment Losses
     During the nine  months  ended  September  30,  2000 and 1999,  the Company
     recorded pre-tax losses of $7.4 million and $35.5 million, respectively, on
     certain of its investments  based on a decline in value that was considered
     other than temporary.  Such losses are included in investment income in the
     Company's  condensed  consolidated  statement  of  operations  and retained
     earnings (accumulated deficit).

     Investment Expense (Income) Related to Call Options
     During the nine and three months  ended  September  30,  1999,  the Company
     recorded  $93.0  million and ($7.8)  million,  respectively,  of investment
     expense  (income)  related to changes in the value of and the settlement of
     call options on certain of the Company's fair value method investments, all
     of which expired by November 1999.

     Equity Method
     The Company records its proportionate interests in the net income (loss) of
     certain of its equity method investees in arrears.  The Company's  recorded
     investments  exceed its  proportionate  interests  in the book value of the
     investees'  net assets by $184.9  million as of September 30, 2000 (related
     to the  Company's  investment  in The Golf  Channel).  Such excess is being
     amortized to equity in net income or loss,  over a period of twenty  years,
     which is consistent with the estimated lives of the underlying  assets. The
     original cost of investments  accounted for under the equity method totaled
     $367.8 million and $235.6 million as of September 30, 2000 and December 31,
     1999, respectively.

     During the nine months ended  September 30, 2000,  the Company  exercised a
     call option to purchase shares held by certain founding members and members
     of management and purchased  shares held by other minority  shareholders of
     The Golf  Channel  for  aggregate  consideration  of  $137.8  million.  The
     Company's current ownership after these  transactions is 60.3%. The Company
     will continue to record its investment in The Golf Channel under the equity
     method due to certain  veto  rights  that are held by one of the  remaining
     minority partners.

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

     Sales of Other Investments
     During the nine  months  ended  September  30, 2000 and 1999 and during the
     three  months ended  September  30, 2000 and 1999,  the Company  recognized
     pre-tax (gains) losses to investment  income of ($235.8)  million,  ($17.7)
     million, $1.6 million and ($2.8) million, respectively, on sales of certain
     of its other investments.

                                       12
<PAGE>
                      COMCAST CORPORATION AND SUBSIDIARIES
                                    FORM 10-Q
                        QUARTER ENDED SEPTEMBER 30, 2000
        NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS - CONTINUED
                                   (Unaudited)

5.   LONG-TERM DEBT

     Comcast Cable Refinancing
     In August  2000,  the Company  repaid and  retired all amounts  outstanding
     under the  existing  bank  credit  facilities  of its cable  communications
     subsidiaries, totaling approximately $2.4 billion, with the proceeds from a
     new senior bank credit  facility  and new  commercial  paper  program.  The
     Company's  new senior bank  credit  facility  consists of a $2.25  billion,
     five-year revolving credit facility and a $2.25 billion,  364-day revolving
     credit  facility.  The  364-day  revolving  credit  facility  supports  the
     Company's new commercial  paper program.  The Company borrowed $1.4 billion
     under the five-year  facility and $1.0 billion under the  commercial  paper
     program to repay and retire the subsidiaries' credit facilities.

     ZONES
     During the fourth  quarter of 1999,  the  Company  issued an  aggregate  of
     approximately 48.3 million (as adjusted for Sprint PCS' 2-for-1 stock split
     in February 2000) 2.0% Exchangeable  Subordinated  Debentures due 2029 (the
     "ZONES")  for  aggregate  gross  proceeds of $1.807  billion.  At maturity,
     holders of the ZONES are entitled to receive in cash an amount equal to the
     higher of (a) the principal amount of the ZONES, or (b) the market value of
     Sprint PCS Stock.  Prior to  maturity,  each ZONES is  exchangeable  at the
     holders  option for an amount of cash  equal to 95% of the market  value of
     Sprint PCS Stock.

     The ZONES are being accounted for as an indexed debt  instrument  since the
     maturity  value is  dependent  upon the fair  value of  Sprint  PCS  Stock.
     Therefore, the carrying value of the ZONES is marked to market each balance
     sheet date to reflect  the fair  value of the  underlying  Sprint PCS Stock
     with the change included in income related to indexed debt in the Company's
     condensed  consolidated  statement  of  operations  and  retained  earnings
     (accumulated deficit). During the nine and three months ended September 30,
     2000, the Company recorded income related to indexed debt of $666.0 million
     and $1.064 billion, respectively. The Company's investment in Sprint PCS is
     accounted  for as  available  for sale,  with  changes in fair value  being
     reflected in accumulated other comprehensive income (see Note 4).

     Debt Assumed
     In connection with the Lenfest  Acquisition,  the  consolidation  of Garden
     State Cable and the Prime  Acquisition  (see Note 3), the  Company  assumed
     aggregate debt of $2.146 billion with interest rates ranging  between 6.95%
     and 10.5%, and maturities between 2001 and 2008.

     Extraordinary Items
     Extraordinary  items  during the nine months ended  September  30, 2000 and
     1999 and during the three months ended September 30, 2000 and 1999 of $18.5
     million,  $44.4  million,  $2.3  million and $41.4  million,  respectively,
     consist of unamortized debt issue costs and debt extinguishment  costs, net
     of related  tax  benefits,  expensed  principally  in  connection  with the
     redemption  and  retirement  of certain  indebtedness.  During the nine and
     three months ended  September  30, 2000,  extraordinary  items include $3.8
     million of gains, net of related tax expense, recognized on the termination
     of related interest rate exchange agreements.

     Interest Rates
     As of September  30, 2000 and December 31, 1999,  the  Company's  effective
     weighted  average interest rate on its long-term debt outstanding was 6.76%
     and 6.55%, respectively.  The Company's effective weighted average interest
     rate excludes the effects of the ZONES mark to market  adjustments for both
     dates presented.

     Lines of Credit
     As of September 30, 2000,  certain  subsidiaries  of the Company had unused
     lines of credit of $2.344 billion under their respective credit facilities.

                                       13
<PAGE>
                      COMCAST CORPORATION AND SUBSIDIARIES
                                    FORM 10-Q
                        QUARTER ENDED SEPTEMBER 30, 2000
        NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS - CONTINUED
                                   (Unaudited)

6.   STOCKHOLDERS' EQUITY

     Repurchase Programs
     Based on the trade date for stock repurchases, during the nine months ended
     September 30, 2000 and 1999 and during the three months ended September 30,
     2000 and 1999, the Company  repurchased  approximately  8.1 million shares,
     1.0  million   shares,   2.1  million   shares  and  0.6  million   shares,
     respectively,  of its common stock for  aggregate  consideration  of $290.3
     million,  $30.7  million,  $70.7 million and $19.2  million,  respectively,
     pursuant to its Board-authorized repurchase programs.

     As part of the repurchase  program,  during the nine months ended September
     30, 2000, the Company sold put options on 2.0 million shares of its Class A
     Special  Common Stock.  The put options mature on specific dates during the
     fourth quarter of 2000. The amount the Company would be obligated to pay to
     repurchase  such shares upon  exercise of the put options,  totaling  $82.0
     million,  was  reclassified  from  additional  capital to common equity put
     options in the Company's September 30, 2000 condensed  consolidated balance
     sheet.

     Share Exchanges
     During the nine  months  ended  September  30,  2000 and 1999,  the Company
     issued approximately 1.0 million shares and 3.5 million shares of its Class
     A Special Common Stock in exchange for approximately 1.1 million shares and
     3.7 million shares of its Class A Common Stock,  respectively.  The Class A
     Common Stock was subsequently retired.

     Comprehensive (Loss) Income
     Total  comprehensive  (loss) income for the nine months ended September 30,
     2000 and 1999 and for the three  months ended  September  30, 2000 and 1999
     was ($3.142) billion,  $3.436 billion,  ($74.7) million and $862.8 million,
     respectively.  Total  comprehensive  (loss)  income  includes  net  income,
     unrealized  gains (losses) on marketable  securities  and foreign  currency
     translation gains (losses) for the periods presented.


                                       14
<PAGE>
                      COMCAST CORPORATION AND SUBSIDIARIES
                                    FORM 10-Q
                        QUARTER ENDED SEPTEMBER 30, 2000
        NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS - CONTINUED
                                   (Unaudited)

7.   STATEMENT OF CASH FLOWS - SUPPLEMENTAL INFORMATION

     During the nine months ended  September 30, 2000, the Company  acquired all
     of the capital stock and/or  partnership  interests not previously owned by
     the Company of Lenfest,  Garden State Cable,  Jones  Intercable,  Prime and
     Comcast MHCP,  principally  through the issuance of the  Company's  Class A
     Special Common Stock and the conversion of convertible  notes (see Note 3).
     The fair  values of the  assets and  liabilities  acquired  by the  Company
     during the nine months ended  September  30, 2000 are  presented as follows
     (in millions):


             Current assets.....................................    $293.7
             Investments........................................     147.6
             Property, plant & equipment........................   1,288.9
             Deferred charges...................................  12,394.0
             Current liabilities................................    (282.9)
             Long-term debt.....................................  (2,146.5)
             Deferred incomes taxes.............................  (2,854.3)
                                                                 ---------
                      Net assets acquired.......................  $8,840.5
                                                                 =========

     The Company  made cash  payments  for  interest of $454.8  million,  $349.5
     million,  $96.4  million and $94.3  million  during the nine  months  ended
     September 30, 2000 and 1999 and during the three months ended September 30,
     2000 and 1999, respectively.

     The Company made cash payments for income taxes of $660.8  million,  $143.7
     million,  $63.9  million and $31.2  million  during the nine  months  ended
     September 30, 2000 and 1999 and during the three months ended September 30,
     2000 and 1999, respectively.

8.   COMMITMENTS AND CONTINGENCIES

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

     In  connection  with a license  awarded  to an  affiliate,  the  Company is
     contingently  liable in the event of  nonperformance  by the  affiliate  to
     reimburse a bank which has provided a performance guarantee.  The amount of
     the  performance  guarantee  is  approximately  $500  million;  however the
     Company's  current  estimate of the amount of expenditures  (principally in
     the  form of  capital  expenditures)  that  will  be made by the  affiliate
     necessary to comply with the performance  requirements will not exceed $150
     million.


                                       15
<PAGE>
                      COMCAST CORPORATION AND SUBSIDIARIES
                                    FORM 10-Q
                        QUARTER ENDED SEPTEMBER 30, 2000
        NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS - CONTINUED
                                   (Unaudited)

9.   FINANCIAL DATA BY BUSINESS SEGMENT

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

<TABLE>
<CAPTION>
                                                                                             Corporate
                                                                       Cable                    and
                                                                  Communications  Commerce   Other (1)    Total
                                                                  --------------  --------   ---------    -----
<S>                                                                   <C>         <C>          <C>      <C>
Nine Months Ended September 30, 2000
------------------------------------
Revenues, net.....................................................    $3,056.9    $2,411.9     $342.2   $5,811.0
Operating income (loss) before depreciation and amortization (2)..     1,394.4       418.0      (17.0)   1,795.4
Depreciation and amortization.....................................     1,674.8        91.0       76.4    1,842.2
Operating (loss) income...........................................      (280.4)      327.0      (93.4)     (46.8)
Interest expense..................................................       372.4        26.7      107.9      507.0
Capital expenditures..............................................       849.6       129.2       77.2    1,056.0

Three Months Ended September 30, 2000
-------------------------------------
Revenues, net.....................................................    $1,058.6      $820.3      $81.1   $1,960.0
Operating income (loss) before depreciation and amortization (2)..       490.1       139.3      (23.7)     605.7
Depreciation and amortization.....................................       602.7        32.0       27.4      662.1
Operating (loss) income...........................................      (112.6)      107.3      (51.1)     (56.4)
Interest expense..................................................       129.4         8.7       37.1      175.2
Capital expenditures..............................................       358.0        51.3       35.6      444.9

As of September 30, 2000
------------------------
Assets............................................................   $23,840.9    $2,343.0   $8,847.7  $35,031.6
Long-term debt, less current portion..............................     5,661.9       357.9    2,591.6    8,611.4

Nine Months Ended September 30, 1999
------------------------------------
Revenues, net.....................................................    $2,127.1    $2,176.7     $291.3   $4,595.1
Operating income (loss) before depreciation and amortization (2)..       980.7       377.1      (11.5)   1,346.3
Depreciation and amortization.....................................       722.6        86.7       49.6      858.9
Operating income (loss)...........................................       258.1       290.4      (61.1)     487.4
Interest expense..................................................       254.7        30.3      107.8      392.8
Capital expenditures..............................................       474.4        48.6       22.3      545.3

Three Months Ended September 30, 1999
-------------------------------------
Revenues, net.....................................................      $773.5      $751.3      $74.5   $1,599.3
Operating income (loss) before depreciation and amortization (2)..       356.8       124.8      (17.7)     463.9
Depreciation and amortization.....................................       267.9        29.1       15.7      312.7
Operating income (loss)...........................................        88.9        95.7      (33.4)     151.2
Interest expense..................................................        95.7         9.7       32.7      138.1
Capital expenditures..............................................       184.4        23.5       11.0      218.9
<FN>
---------------
(1)  Other includes  segments not meeting  certain  quantitative  guidelines for
     reporting.  Other  includes  certain other  operating  businesses,  such as
     Comcast-Spectacor,  L.P., E! Entertainment Television,  Inc., the Company's
     domestic wireline telecommunications  business, the Company's international
     wireless  operations  and  elimination  entries  related  to  the  segments
     presented.  Corporate and other assets  consist  primarily of the Company's
     investments (see Note 4).
(2)  Operating  income (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

                                       16
<PAGE>
                      COMCAST CORPORATION AND SUBSIDIARIES
                                    FORM 10-Q
                        QUARTER ENDED SEPTEMBER 30, 2000
        NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS - CONCLUDED
                                   (Unaudited)

     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>

                                       17
<PAGE>
                      COMCAST CORPORATION AND SUBSIDIARIES
                                    FORM 10-Q
                        QUARTER ENDED SEPTEMBER 30, 2000


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

Overview

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

     We have acquired and we anticipate acquiring cable  communications  systems
in new communities in which we do not have  established  relationships  with the
franchising  authority,  community  leaders and cable  subscribers.  Further,  a
substantial number of new employees are being and must continue to be integrated
into our business  practices and  operations.  Our  previously  announced  cable
system  exchanges  with  Adelphia  Communications  and AT&T Corp.  ("AT&T")  are
subject to closing conditions and regulatory approvals and are expected to close
between the fourth  quarter of 2000 and the second  quarter of 2001. Our results
of operations may be  significantly  affected by our ability to efficiently  and
effectively manage these changes.

General Developments of Business

     See Note 3 to our condensed  consolidated  financial statements included in
Item 1.

Liquidity and Capital Resources

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

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

     See Note 8 to our condensed  consolidated  financial statements included in
Item 1.

     Cash, Cash Equivalents and Short-term Investments

     We  have  traditionally   maintained   significant  levels  of  cash,  cash
equivalents  and  short-term   investments  to  meet  our  short-term  liquidity
requirements.  Our cash  equivalents and short-term  investments are recorded at
fair value.  Cash, cash  equivalents and short-term  investments as of September
30, 2000 were $4.448 billion, substantially all of which is unrestricted.

     Investments

     See Note 4 to our condensed  consolidated  financial statements included in
Item  1. A  significant  portion  of our  investments  are  in  publicly  traded
companies and are reflected at fair value which fluctuates with market changes.

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

     Financing

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

     As of  September  30, 2000 and  December  31,  1999,  our  long-term  debt,
including current portion, was $9.924 billion and $9.225 billion,  respectively.
Excluding the effects of interest rate risk  management  instruments,  30.8% and
25.4% of our  long-term  debt as of  September  30, 2000 and  December 31, 1999,
respectively, was at variable rates.

     The $699.2  million  increase  in our  long-term  debt,  including  current
portion,  results principally from the $1.326 billion of Lenfest Communications,
Inc.  ("Lenfest") debt and $534.7 million of Prime  Communications LLC ("Prime")
debt that we assumed,  and the $286.0  million of Comcast  Cablevision of Garden
State, L.P. ("Garden State Cable") (formerly Garden State Cablevision L.P.) debt
that we consolidated  in connection with the  acquisitions of Lenfest in January
2000 and Prime in August 2000 (see Notes 3 and 5 to our  condensed  consolidated
financial statements included in Item 1), and $3.189 billion of borrowings. Such
increases  were offset in part by  retirements  and  repayments of our long-term
debt of $3.992 billion and the $666.0 million

                                       18
<PAGE>
                      COMCAST CORPORATION AND SUBSIDIARIES
                                    FORM 10-Q
                        QUARTER ENDED SEPTEMBER 30, 2000


non-cash,  non-interest bearing reduction to the carrying value of the Company's
2.0% Exchangeable Subordinated Debentures due 2029 (the "ZONES") during the nine
months  ended  September  30,  2000  (see Note 5 to our  condensed  consolidated
financial statements included in Item 1).

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

     Equity Price Risk

     At maturity, holders of the ZONES are entitled to receive in cash an amount
equal to the higher of (a) the principal  amount of the ZONES, or (b) the market
value of Sprint PCS stock.  The ZONES are being accounted for as an indexed debt
instrument  since the maturity  value is dependent upon the fair value of Sprint
PCS stock.

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

     Interest Rate Risk

     During the nine months ended  September 30, 2000,  in  connection  with our
acquisition  of  Lenfest  (see Note 3 to our  condensed  consolidated  financial
statements  included in Item 1), we acquired  interest rate exchange  agreements
("Swaps") with an aggregate  notional  amount of $275.0  million.  Swaps with an
aggregate  notional  amount of $1.215 billion were either  terminated or expired
during the nine months ended  September  30, 2000.  As of September 30, 2000, we
have Swaps with an aggregate notional amount of $784.8 million having an average
pay rate of 6.88% an average receive rate of 7.56%.

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

Statement of Cash Flows

     Cash and cash equivalents decreased $346.3 million as of September 30, 2000
from December 31, 1999. The decrease in cash and cash equivalents  resulted from
cash  flows  from  operating,  financing  and  investing  activities  which  are
explained below.

     Net cash  provided  by  operating  activities  from  continuing  operations
amounted to $814.7  million for the nine months ended  September  30, 2000,  due
principally  to the effects of our  acquisition  of Lenfest in January  2000 and
Prime  in  August  2000  (see  Note 3 to our  condensed  consolidated  financial
statements  included in Item 1) and  increases in our  operating  income  before
depreciation and amortization  (see "Results of Operations"),  offset by changes
in working capital as a result of the timing of receipts and disbursements.

     Net cash used in financing  activities  from continuing  operations,  which
includes  borrowings  and  repayments  of  debt,  as well as the  issuances  and
repurchases  of our equity  securities,  was $1.103  billion for the nine months
ended  September 30, 2000.  During the nine months ended  September 30, 2000, we
borrowed $3.189 billion,  consisting  primarily of borrowings  under  subsidiary
revolving lines of credit and a subsidiary commercial paper program.  During the
nine months ended  September 30, 2000, we repaid $3.992 billion of our long-term
debt,  consisting  primarily of $3.479  billion of  repayments on certain of our
revolving  credit  facilities  and $471.0  million of aggregate  repurchases  of
various  of our  senior  notes and of our  senior  subordinated  debentures.  In
addition,  during the nine months ended September 30, 2000, we received proceeds
of $23.8  million  related to  issuances of our common stock and the sale of put
options on our common stock, we repurchased  $290.3 million of our common stock,
and we incurred $34.4 million of deferred financing costs.

     Net cash used in investing activities from continuing  operations was $57.8
million for the nine months ended September 30, 2000. Net cash used in investing
activities includes the effects of acquisitions, net of cash acquired, of $161.0
million,  consisting of our acquisition of certain cable communications systems,
investments of $353.3 million, an increase in notes receivable of $50.0 million,
capital  expenditures  of $1.056  billion and  additions to deferred  charges of
$334.9 million,  offset by net proceeds from sales of short-term  investments of
$904.6 million and proceeds from sales of investments of $992.8 million.

                                       19
<PAGE>
                      COMCAST CORPORATION AND SUBSIDIARIES
                                    FORM 10-Q
                        QUARTER ENDED SEPTEMBER 30, 2000


Results of Operations

     Our summarized  consolidated  financial  information for the nine and three
months  ended  September  30, 2000 and 1999 is as follows  (dollars in millions,
"NM" denotes percentage is not meaningful):


<TABLE>
<CAPTION>
                                                                  Nine Months Ended
                                                                    September 30,       Increase / (Decrease)
                                                                  2000        1999          $           %
                                                                ---------   ---------   ---------   ---------
<S>                                                              <C>         <C>         <C>             <C>
Revenues.....................................................    $5,811.0    $4,595.1    $1,215.9        26.5%
Cost of goods sold from electronic retailing.................     1,544.4     1,398.6       145.8        10.4
Operating, selling, general and administrative expenses......     2,471.2     1,850.2       621.0        33.6
                                                                ---------   ---------
Operating income before depreciation and amortization (1)....     1,795.4     1,346.3       449.1        33.4
Depreciation.................................................       599.9       402.7       197.2        49.0
Amortization.................................................     1,242.3       456.2       786.1          NM
                                                                ---------   ---------
Operating (loss) income......................................       (46.8)      487.4      (534.2)         NM
                                                                ---------   ---------
Interest expense.............................................       507.0       392.8       114.2        29.1
Investment income............................................    (1,024.8)     (229.1)      795.7          NM
Income related to indexed debt...............................      (666.0)                  666.0          NM
Equity in net losses (income) of affiliates..................         7.7        (0.9)        8.6          NM
Other income.................................................    (1,124.5)   (1,433.6)     (309.1)      (21.6)
Income tax expense...........................................       905.6       827.9        77.7         9.4
Minority interest............................................        86.7       (18.2)     (104.9)         NM
                                                                ---------   ---------
Income from continuing operations before
   extraordinary items.......................................    $1,261.5      $948.5      $313.0        33.0%
                                                                =========   =========
</TABLE>


<TABLE>
<CAPTION>
                                                                 Three Months Ended
                                                                    September 30,       Increase / (Decrease)
                                                                  2000        1999          $           %
                                                                ---------   ---------   ---------   ---------
<S>                                                              <C>         <C>            <C>          <C>
Revenues.....................................................    $1,960.0    $1,599.3      $360.7        22.6%
Cost of goods sold from electronic retailing.................       529.2       486.0        43.2         8.9
Operating, selling, general and administrative expenses......       825.1       649.4       175.7        27.1
                                                                ---------   ---------
Operating income before depreciation and amortization (1)....       605.7       463.9       141.8        30.6
Depreciation.................................................       223.2       148.6        74.6        50.2
Amortization.................................................       438.9       164.1       274.8          NM
                                                                ---------   ---------
Operating (loss) income......................................       (56.4)      151.2      (207.6)         NM
                                                                ---------   ---------
Interest expense.............................................       175.2       138.1        37.1        26.9
Investment income............................................       (65.4)     (101.1)      (35.7)      (35.3)
Income related to indexed debt...............................    (1,064.0)                1,064.0          NM
Equity in net losses (income) of affiliates..................         3.7        (2.5)        6.2          NM
Other income.................................................    (1,133.1)       (2.7)    1,130.4          NM
Income tax expense...........................................       752.3       104.2       648.1          NM
Minority interest............................................        25.8        (5.4)      (31.2)         NM
                                                                ---------   ---------
Income from continuing operations before
   extraordinary items.......................................    $1,249.1       $20.6    $1,228.5          NM
                                                                =========   =========
<FN>
------------
(1)  Operating income before  depreciation and amortization is commonly referred
     to in our  businesses as "operating  cash flow."  Operating  cash flow is a
     measure of a company's ability to generate cash to service its obligations,
     including  debt  service  obligations,  and to  finance  capital  and other
     expenditures. In part due to the capital intensive nature of our businesses
     and the resulting  significant level of non-cash  depreciation  expense and
     amortization expense,  operating cash flow is frequently used as one of the
     bases for comparing  businesses in our industries,  although our measure of
     operating cash flow may not be comparable to similarly  titled  measures of
     other  companies.  Operating  cash flow is the  primary  basis  used by our
     management to measure the operating performance

                                       20

<PAGE>
                      COMCAST CORPORATION AND SUBSIDIARIES
                                    FORM 10-Q
                        QUARTER ENDED SEPTEMBER 30, 2000

     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>

Operating Results by Business Segment

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

     Cable Communications

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

<TABLE>
<CAPTION>
                                                                   Nine Months Ended
                                                                     September 30,              Increase
                                                                   2000        1999           $           %
                                                                 ---------   ---------    ---------    --------
<S>                                                               <C>         <C>            <C>           <C>
Service income...............................................     $3,056.9    $2,127.1       $929.8        43.7%
Operating, selling, general and
     administrative expenses.................................      1,662.5     1,146.4        516.1        45.0
                                                                 ---------   ---------    ---------    --------
Operating income before depreciation
     and amortization (a)....................................     $1,394.4      $980.7       $413.7        42.2%
                                                                 =========   =========    =========    ========
</TABLE>


<TABLE>
<CAPTION>
                                                                  Three Months Ended
                                                                     September 30,              Increase
                                                                   2000        1999           $           %
                                                                 ---------   ---------    ---------    --------
<S>                                                               <C>           <C>          <C>           <C>
Service income...............................................     $1,058.6      $773.5       $285.1        36.9%
Operating, selling, general and
     administrative expenses.................................        568.5       416.7        151.8        36.4
                                                                 ---------   ---------    ---------    --------
Operating income before depreciation
     and amortization (a)....................................       $490.1      $356.8       $133.3        37.4%
                                                                 =========   =========    =========    ========
<FN>
---------------
(a) See footnote (1) on page 20.
</FN>
</TABLE>

     Of the respective  $929.8  million and $285.1 million  increases in service
income for the nine and three month  periods from 1999 to 2000,  $771.4  million
and  $237.9  million  are  due  to the  effects  of our  acquisitions  of  cable
communications systems and $158.4 million and $47.2 million are due to growth in
our historical  operations.  Of the respective  $158.4 million and $47.2 million
increases related to our historical operations,  $66.5 million and $19.3 million
are due  principally  to  subscriber  growth in  digital  cable and cable  modem
Internet  access  service,  $17.5 million and $4.6 million are due to subscriber
growth in analog cable  service,  $60.2 million and $19.3 million are related to
changes in rates,  $14.8 million and $4.9 million are  attributable to growth in
cable  advertising  sales and ($0.4)  million and ($0.7)  million are related to
decreases in pay per view revenue as a result of fewer events.

     Of the respective $516.1 million and $151.8 million increases in operating,
selling,  general,  and  administrative  expenses  for the nine and three  month
periods  from 1999 to 2000,  $399.1  million  and $118.9  million are due to the
effects of our acquisitions of cable  communications  systems and $117.0 million
and $32.9 million are due to growth in our historical operations.  Of the $117.0
million and $32.9 million increases related to our historical operations,  $48.4
million and $16.4 million are due to increases in the costs of cable programming
as a result of  changes  in rates,  subscriber  growth  and  additional  channel
offerings,  $33.4  million and $9.4 million are due  principally  to  subscriber
growth in cable modem Internet access service and $35.2 million and $7.1 million
result from increases in labor costs and other volume related expenses.

                                       21
<PAGE>
                      COMCAST CORPORATION AND SUBSIDIARIES
                                    FORM 10-Q
                        QUARTER ENDED SEPTEMBER 30, 2000


Commerce

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

<TABLE>
<CAPTION>
                                                                   Nine Months Ended
                                                                     September 30,              Increase
                                                                   2000        1999           $           %
                                                                 ---------   ---------    ---------    --------
<S>                                                               <C>         <C>            <C>           <C>
Net sales from electronic retailing..........................     $2,411.9    $2,176.7       $235.2        10.8%
Cost of goods sold from electronic retailing.................      1,544.4     1,398.6        145.8        10.4
Operating, selling, general and administrative
     expenses................................................        449.5       401.0         48.5        12.1
                                                                 ---------   ---------    ---------    --------
Operating income before depreciation
     and amortization (a)....................................       $418.0      $377.1        $40.9        10.8%
                                                                 =========   =========    =========    ========
Gross margin.................................................         36.0%       35.7%
                                                                 =========   =========
</TABLE>

<TABLE>
<CAPTION>
                                                                  Three Months Ended
                                                                     September 30,              Increase
                                                                   2000        1999           $           %
                                                                 ---------   ---------    ---------    --------
<S>                                                                 <C>         <C>           <C>           <C>
Net sales from electronic retailing..........................       $820.3      $751.3        $69.0         9.2%
Cost of goods sold from electronic retailing.................        529.2       486.0         43.2         8.9
Operating, selling, general and administrative
     expenses................................................        151.8       140.5         11.3         8.0
                                                                 ---------   ---------    ---------    --------
Operating income before depreciation
     and amortization (a)....................................       $139.3      $124.8        $14.5        11.6%
                                                                 =========   =========    =========    ========
Gross margin.................................................         35.5%       35.3%
                                                                 =========   =========
<FN>
---------------
(a) See footnote (1) on page 20.
</FN>
</TABLE>

     The increase in net sales from  electronic  retailing of $235.2 million for
the nine month  period  from 1999 to 2000 is due to  following:  an  increase of
4.5%,  10.1% and 43.3% in the average number of homes  receiving QVC services in
the United States ("US"),  United Kingdom ("UK") and Germany,  respectively;  an
increase  of 3.9% and  16.5% in net  sales  per home in the US and  Germany  (in
Deutschemarks),  respectively,  and a 7.3% decrease in net sales per home in the
UK (in British  pounds);  and the negative  effects of  fluctuations  in foreign
currency exchange rates during the period.

     The increase in net sales from  electronic  retailing of $69.0  million for
the three month period from 1999 to 2000 is due to the following: an increase of
5.1%,  9.3% and 47.3% in the average  number of homes  receiving QVC services in
the US, UK and Germany, respectively; an increase of 2.6% and 10.4% in net sales
per home in the US and Germany (in  Deutschemarks),  and a 12.0% decrease in net
sales per home in the UK (in British  pounds),  respectively;  and the  negative
effects of fluctuations in foreign currency exchange rates during the period.

     The  increases  in cost of goods sold for the nine and three month  periods
from  1999 to 2000  are  primarily  related  to the  growth  in net  sales.  The
increases in gross margin are a result of a shift in sales mix.

     In  connection  with  new  accounting  guidance  issued  in May,  July  and
September  2000  (see  discussion  of  EITF  00-10  at  Note 2 to our  condensed
consolidated financial statements included in Item 1), QVC reclassified shipping
and handling  revenue from cost of goods sold from  electronic  retailing to net
sales from electronic retailing for all periods presented. This reclassification
had no  effect  on QVC's  reported  operating  income  before  depreciation  and
amortization  and no significant  effect on growth in net sales from  electronic
retailing.  The effect of the  reclassification  was to increase QVC's net sales
from electronic  retailing by approximately  11% and to decrease gross margin by
approximately four percentage points, respectively, for all periods presented as
compared to the amounts previously reported.

     Of the respective  $48.5 million and $11.3 million  increases in operating,
selling, general and administrative

                                       22
<PAGE>
                      COMCAST CORPORATION AND SUBSIDIARIES
                                    FORM 10-Q
                        QUARTER ENDED SEPTEMBER 30, 2000


expenses for the nine and three month  periods from 1999 to 2000,  $21.7 million
and $4.9 million are  attributable to higher variable costs  associated with the
increase in sales  volume.  In addition,  for the nine month period from 1999 to
2000, $3.1 million is attributable to certain lease  termination  costs incurred
in the UK during  the  second  quarter  of 2000.  The  remaining  increases  are
primarily  attributable to higher personnel costs to support the increased sales
volume in the US and Germany.

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

     Consolidated Analysis

     The effects of our recent  acquisitions  were to increase  our revenues and
expenses, resulting in increases in our operating income before depreciation and
amortization.  The increases in our property and equipment, deferred charges and
long-term debt (see Note 7 to our condensed  consolidated  financial  statements
included in Item 1) and the  corresponding  increases in  depreciation  expense,
amortization  expense and interest  expense for the nine and three month periods
from 1999 to 2000 are primarily due to the effects of our acquisition of Lenfest
in January 2000, our acquisition of a controlling  interest in Jones Intercable,
Inc.  ("Jones  Intercable")  in April 1999,  our  acquisition of Prime in August
2000, as well as our increased levels of capital expenditures.

     Interest Expense

     The $114.2 million and $37.1 million  increases in interest expense for the
nine and three month  periods from 1999 to 2000 are primarily due to the effects
of our  acquisition of Lenfest in January 2000, our acquisition of a controlling
interest  in Jones  Intercable  in April 1999 and the  issuance  of the ZONES in
October and November 1999, offset, in part, by the effects of our repayments and
retirement of debt.

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

     Investment Income

     During the nine  months  ended  September  30, 2000 and 1999 and during the
three months ended  September 30, 2000 and 1999, we recognized  pre-tax  (gains)
losses of ($827.0) million,  ($67.7) million,  $1.6 million and ($52.8) million,
respectively, on sales of certain of our investments.

     During the nine  months  ended  September  30, 2000 and 1999 and during the
three months ended  September 30, 2000, in  connection  with certain  mergers of
publicly traded companies held by us and accounted for as investments  available
for sale, we recognized pre-tax gains of $62.1 million, $187.6 million and $29.1
million, respectively, representing the difference between the fair value of the
securities received by us and our basis in the securities exchanged.  Such gains
were recorded as  reclassifications  from accumulated other comprehensive income
to investment income.

     During the nine and three months  ended  September  30,  1999,  we recorded
investment  expense (income) of $93.0 million and ($7.8) million,  respectively,
related to changes in the value of and the settlement of call options on certain
of our unrestricted equity investments, all of which expired by November 1999.

     During the nine  months  ended  September  30,  2000 and 1999,  we recorded
pre-tax  losses of $7.4 million and $35.5 million,  respectively,  on certain of
our  investments  based on a decline  in value  that was  considered  other than
temporary.

     Income Related to Indexed Debt

     The ZONES are being accounted for as an indexed debt  instrument  since the
maturity value is dependent upon the fair value of Sprint PCS stock.  During the
nine and three months ended  September 30, 2000, we recorded  income  related to
indexed debt of $666.0 million and $1.064 billion,  respectively, to reflect the
decline in fair value of the underlying Sprint PCS stock.

     Other Income

     In August  2000,  we obtained  the right to sell our  Excite@Home  Series A
Common Stock to AT&T and we

                                       23
<PAGE>
                      COMCAST CORPORATION AND SUBSIDIARIES
                                    FORM 10-Q
                        QUARTER ENDED SEPTEMBER 30, 2000


waived certain of our  Excite@Home  Board level and  shareholder  rights under a
stockholders  agreement  (see  Note 4 to our  condensed  consolidated  financial
statements included in Item 1). In connection with the transaction,  we recorded
a pre-tax gain of $1.045 billion,  representing  the estimated fair value of the
investment as of the closing date of the transaction.

     In 1997,  we obtained  certain  wireless  licenses  but never  deployed the
spectrum in our  operations.  In August 2000,  we  exchanged  all of the capital
stock in a  wholly  owned  subsidiary  which  held  eighteen  of those  wireless
licenses for  approximately  3.2 million shares of AT&T common stock with a fair
value of $100.0  million.  In  connection  with the  exchange,  we  recognized a
pre-tax gain of $98.1  million,  representing  the  difference  between the fair
value of the AT&T shares received and our cost basis in the subsidiary.

     Other  income for the nine months  ended  September  30, 1999 is  primarily
attributable  to the receipt of the $1.5 billion  termination  fee from MediaOne
Group, Inc.  ("MediaOne"),  net of transaction costs, in May 1999 as a result of
MediaOne's  termination  of its Agreement and Plan of Merger with us dated March
1999.

     Income Tax Expense

     The changes in income tax expense for the nine and three month periods from
1999 to 2000 are  primarily  the result of the  effects of changes in our income
before taxes and minority interest, and non-deductible goodwill amortization.

     Minority Interest

     The changes in minority  interest for the nine and three month periods from
1999 to 2000 are attributable to the effects of our acquisition of a controlling
interest in Jones  Intercable in April 1999,  our  acquisition of the California
Public  Employees  Retirement  System's 45%  interest in Comcast  MHCP  Holdings
L.L.C.  in  February  2000 and to changes in the net income or loss of our other
less than 100% owned consolidated subsidiaries.

     Extraordinary Items

     During the nine  months  ended  September  30, 2000 and 1999 and during the
three months ended September 30, 2000 and 1999, we incurred debt  extinguishment
costs and wrote off unamortized debt issue costs  principally in connection with
the   redemption   and   retirement  of  certain   indebtedness,   resulting  in
extraordinary  losses,  net of related tax  benefits,  of $18.5  million,  $44.4
million, $2.3 million and $41.4 million, respectively. During the nine and three
months ended  September  30, 2000,  extraordinary  items include $3.8 million of
gains,  net of related tax expense,  recognized  on the  termination  of related
Swaps.

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


                                       24
<PAGE>
                      COMCAST CORPORATION AND SUBSIDIARIES
                                    FORM 10-Q
                        QUARTER ENDED SEPTEMBER 30, 2000


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

ITEM 1.   LEGAL PROCEEDINGS

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

     On March 28, 2000, Excite@Home and its principal cable partners,  including
     the Company  entered into an agreement (the "Letter  Agreement")  which was
     completed on August 28, 2000. In June 2000 Cablevision  Systems Corporation
     ("Cablevision"),  a  warrant  holder  in  Excite@Home  and  also a party to
     various  agreements  with  Excite@Home  and its principal  cable  partners,
     brought an action in Delaware  Chancery Court against  Excite@Home  and its
     principal  cable  partners  seeking to enjoin the closing and alleging that
     the Letter Agreement breached certain contractual rights of Cablevision. In
     August 2000,  Cablevision  dismissed the claims against Excite@Home and its
     principal cable partners.  Cablevision  also consented to the completion of
     the Letter Agreement.



                                       25
<PAGE>
                      COMCAST CORPORATION AND SUBSIDIARIES
                                    FORM 10-Q
                        QUARTER ENDED SEPTEMBER 30, 2000


ITEM 6.   EXHIBITS AND REPORTS ON FORM 8-K

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

          10.1 Asset Exchange Agreement, dated as of August 11, 2000, among AT&T
               Corp. and Comcast Corporation.

          10.2 Agreement  and Plan of  Reorganization,  dated as of  August  11,
               2000, among Comcast  Corporation,  Comcast Cable  Communications,
               Inc.,  Comcast  CCCI II, LLC,  Comcast  Teleport,  Inc.,  Comcast
               Heritage, Inc., Comcast Communications Properties, Inc., and AT&T
               Corp.

          10.3 Five-Year  Revolving  Credit  Agreement,  dated as of August  24,
               2000, among Comcast Cable Communications,  Inc. and the Financial
               Institutions  Party Hereto,  Banc of America  Securities  LLC and
               Chase  Securities  Inc.,  as Joint Lead  Arrangers and Joint Book
               Managers,  BNY Capital  Markets,  Inc.  and Salomon  Smith Barney
               Inc., as Co-Arrangers,  Bank of America,  N.A., as Administrative
               Agent,  Swing Line  Lender and Letter of Credit  Issuing  Lender,
               Chase  Securities Inc., as Syndication  Agent and Citibank,  N.A.
               and  The   Bank  of  New   York,   as   Co-Documentation   Agents
               (incorporated  by reference to Exhibit 10.4 to the Comcast  Cable
               Communications,  Inc.  Quarterly  Report  on  Form  10-Q  for the
               Quarter Ended September 30, 2000).

          10.4 364-Day Revolving Credit Agreement,  dated as of August 24, 2000,
               among  Comcast  Cable  Communications,  Inc.  and  the  Financial
               Institutions  Party Hereto,  Banc of America  Securities  LLC and
               Chase  Securities  Inc.,  as Joint Lead  Arrangers and Joint Book
               Managers,  BNY Capital  Markets,  Inc.  and Salomon  Smith Barney
               Inc., as Co-Arrangers,  Bank of America,  N.A., as Administrative
               Agent,  Chase Securities Inc., as Syndication Agent and Citibank,
               N.A.  and  The  Bank  of New  York,  as  Co-Documentation  Agents
               (incorporated  by reference to Exhibit 10.5 to the Comcast  Cable
               Communications,  Inc.  Quarterly  Report  on  Form  10-Q  for the
               Quarter Ended September 30, 2000).

          27.1 Financial Data Schedule.

     (b)  Reports on Form 8-K:

          None.


                                       26
<PAGE>
                      COMCAST CORPORATION AND SUBSIDIARIES
                                    FORM 10-Q
                        QUARTER ENDED SEPTEMBER 30, 2000

                                    SIGNATURE

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



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






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



Date: November 14, 2000


                                       27