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, 1995
                                       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

                              COMCAST CORPORATION
                               [GRAPHIC OMITTED]

             (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,  1995,  there were  192,028,651  shares of Class A Special
Common Stock,  39,103,350 shares of Class A Common Stock and 8,786,250 shares of
Class B Common Stock outstanding.


<PAGE>

                      COMCAST CORPORATION AND SUBSIDIARIES
                                   FORM 10-Q
                        QUARTER ENDED SEPTEMBER 30, 1995

                               TABLE OF CONTENTS




                                                                           Page
                                                                          Number

PART I.   FINANCIAL INFORMATION

          Item 1.  Financial Statements

                   Condensed Consolidated Balance
                   Sheet at September 30, 1995 and December 31,
                   1994 (Unaudited)..........................................2

                   Condensed Consolidated Statement of
                   Operations and Accumulated Deficit for
                   the Nine and Three Months Ended September 30,
                   1995 and 1994 (Unaudited).................................3

                   Condensed Consolidated Statement of Cash
                   Flows for the Nine Months Ended September 30, 1995
                   and 1994 (Unaudited)......................................4

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

          Item 2.  Management's Discussion and Analysis
                   of Financial Condition and Results of
                   Operations..........................................13 - 22

PART II.  OTHER INFORMATION

          Item 1.  Legal Proceedings........................................23

          Item 6.  Exhibits and Reports on Form 8-K.........................23



<PAGE>2

                      COMCAST CORPORATION AND SUBSIDIARIES
                                   FORM 10-Q
                        QUARTER ENDED SEPTEMBER 30, 1995

PART I.  FINANCIAL INFORMATION

ITEM 1.  FINANCIAL STATEMENTS

                      CONDENSED CONSOLIDATED BALANCE SHEET
                                  (Unaudited)

<TABLE>
<CAPTION>
                                                                                      (Dollars in thousands)
                                                                              September 30,               December 31,
                                                                                  1995                        1994
                                                                               ----------                 ------------
<S>                                                                        <C>                           <C>
ASSETS
CURRENT ASSETS
    Cash and cash equivalents.............................................      $616,490                     $335,320
    Short-term investments, at cost which approximates fair value.........       211,943                      130,134
    Accounts receivable, less allowance for doubtful accounts
        of $83,993 and $11,272............................................       336,559                      108,245
    Inventories, net......................................................       223,938                       18,553
    Prepaid charges and other.............................................        42,819                       16,254
    Deferred income taxes.................................................        59,786
                                                                              ----------                   ----------
        Total current assets..............................................     1,491,535                      608,506
                                                                              ----------                   ----------
INVESTMENTS, principally in affiliates....................................       898,859                      797,075
                                                                              ----------                   ----------
PROPERTY AND EQUIPMENT....................................................     2,447,011                    2,081,256
    Accumulated depreciation..............................................      (892,893)                    (823,570)
                                                                              ----------                   ----------
    Property and equipment, net...........................................     1,554,118                    1,257,686
                                                                              ----------                   ----------
DEFERRED CHARGES..........................................................     6,384,900                    4,945,613
    Accumulated amortization..............................................    (1,092,035)                    (845,896)
                                                                              ----------                   ----------
    Deferred charges, net.................................................     5,292,865                    4,099,717
                                                                              ----------                   ----------
                                                                              $9,237,377                   $6,762,984
                                                                              ==========                   ==========
LIABILITIES AND STOCKHOLDERS' DEFICIENCY
CURRENT LIABILITIES
    Accounts payable and accrued expenses.................................      $801,267                     $402,869
    Accrued interest......................................................        73,420                       60,219
    Subscribers' advance payments and other...............................        22,322                       14,637
    Current portion of long-term debt.....................................       249,058                      182,913
                                                                              ----------                   ----------
        Total current liabilities.........................................     1,146,067                      660,638
                                                                              ----------                   ----------
LONG-TERM DEBT, less current portion......................................     6,619,495                    4,810,541
                                                                              ----------                   ----------
DEFERRED INCOME TAXES....................................................      1,520,200                    1,390,849
                                                                              ----------                   ----------
MINORITY INTEREST AND OTHER...............................................       703,932                      627,745
                                                                              ----------                   ----------
COMMITMENTS AND CONTINGENCIES

STOCKHOLDERS' DEFICIENCY
    Class A Special Common Stock, $1 par value - authorized, 500,000,000
        shares;  issued, 192,028,651 and 191,230,684......................       192,029                      191,231
    Class A Common Stock, $1 par value - authorized, 200,000,000
        shares;  issued, 39,103,350 and 39,019,809........................        39,103                       39,020
    Class B Common Stock, $1 par value - authorized, 50,000,000
        shares;  issued, 8,786,250........................................         8,786                        8,786
    Additional capital....................................................       884,113                      875,501
    Accumulated deficit...................................................    (1,881,687)                  (1,827,647)
    Unrealized gains on marketable securities.............................        21,088                        3,862
    Cumulative translation adjustments....................................       (15,749)                     (17,542)
                                                                              ----------                   ----------
        Total stockholders' deficiency....................................      (752,317)                    (726,789)
                                                                              ----------                   ----------
                                                                              $9,237,377                   $6,762,984
                                                                              ==========                   ==========
</TABLE>


See notes to condensed consolidated financial statements.



<PAGE>3


                      COMCAST CORPORATION AND SUBSIDIARIES
                                   FORM 10-Q
                        QUARTER ENDED SEPTEMBER 30, 1995
     CONDENSED CONSOLIDATED STATEMENT OF OPERATIONS AND ACCUMULATED DEFICIT
                                  (Unaudited)

<TABLE>
<CAPTION>
                                                                       (Amounts in thousands, except per share data)
                                                                        Nine Months Ended        Three Months Ended
                                                                          September 30,             September 30,
                                                                       1995         1994         1995         1994
                                                                       ----         ----         ----         ----
<S>                                                               <C>          <C>          <C>           <C>
REVENUE
    Service income............................................     $1,381,510   $1,015,087      $478,758     $345,744
    Net sales from electronic retailing.......................        975,917                    391,491
                                                                  -----------  -----------   -----------  ----------- 
                                                                    2,357,427    1,015,087       870,249      345,744
                                                                  -----------  -----------   -----------  ----------- 
COSTS AND EXPENSES
    Operating.................................................        576,543      304,697       209,186      103,225
    Cost of goods sold from electronic retailing..............        584,615                    234,369
    Selling, general and administrative.......................        451,695      274,192       162,550       96,394
    Depreciation and amortization.............................        534,675      243,309       147,632       82,815
                                                                  -----------  -----------   -----------  ----------- 
                                                                    2,147,528      822,198       753,737      282,434
                                                                  -----------  -----------   -----------  ----------- 
OPERATING INCOME..............................................        209,899      192,889       116,512       63,310

INVESTMENT (INCOME) EXPENSE
    Interest expense..........................................        388,367      228,464       137,816       75,712
    Investment income.........................................       (216,827)     (15,094)      (51,403)      (4,991)
    Equity in net losses of affiliates........................         63,534       29,417        25,628       10,902
    Minority interest and other...............................        (25,770)      (3,498)      (12,011)         (81)
                                                                  -----------  -----------   -----------  ----------- 
                                                                      209,304      239,289       100,030       81,542
                                                                  -----------  -----------   -----------  ----------- 
INCOME (LOSS) BEFORE INCOME TAX EXPENSE (BENEFIT)
    AND EXTRAORDINARY ITEMS...................................            595      (46,400)       16,482      (18,232)

INCOME TAX EXPENSE (BENEFIT)..................................         32,470         (621)       18,435         (986)
                                                                  -----------  -----------   -----------  ----------- 
LOSS BEFORE EXTRAORDINARY ITEMS...............................        (31,875)     (45,779)       (1,953)     (17,246)

EXTRAORDINARY ITEMS...........................................         (5,407)     (11,703)       (5,407)
                                                                  -----------  -----------   -----------  ----------- 
NET LOSS......................................................        (37,282)     (57,482)       (7,360)     (17,246)

ACCUMULATED DEFICIT
    Beginning of period ......................................     (1,827,647)  (1,717,931)   (1,868,738)  (1,769,723)
    Dividends declared - $.0700, $.0700, $.0233
        and $.0233 per share..................................        (16,758)     (17,121)       (5,589)      (5,565)
                                                                  -----------  -----------   -----------  ----------- 
    End of period.............................................    ($1,881,687) ($1,792,534)  ($1,881,687) ($1,792,534)
                                                                  ===========  ===========   ===========  =========== 
LOSS PER SHARE
    Loss before extraordinary items...........................          ($.13)       ($.19)        ($.01)       ($.07)
    Extraordinary items.......................................           (.02)        (.05)         (.02)
                                                                  -----------  -----------   -----------  ----------- 
        Net Loss..............................................          ($.15)       ($.24)        ($.03)       ($.07)
                                                                  ===========  ===========   ===========  =========== 
WEIGHTED AVERAGE NUMBER OF COMMON
    SHARES OUTSTANDING DURING THE PERIOD......................        239,634      235,383       239,819      238,854
                                                                  ===========  ===========   ===========  =========== 
</TABLE>

See notes to condensed consolidated financial statements.



<PAGE>4


                      COMCAST CORPORATION AND SUBSIDIARIES
                                   FORM 10-Q
                        QUARTER ENDED SEPTEMBER 30, 1995
                 CONDENSED CONSOLIDATED STATEMENT OF CASH FLOWS
                                  (Unaudited)

<TABLE>
<CAPTION>
                                                                                        (Dollars in thousands)
                                                                                   Nine Months Ended September 30,
                                                                                   1995                         1994
                                                                                   ----                         ----
<S>                                                                          <C>                          <C>
OPERATING ACTIVITIES
    Net loss..............................................................      ($37,282)                    ($57,482)
    Noncash items included in net loss:
        Depreciation and amortization.....................................       534,675                      243,309
        Interest expense..................................................        41,403                       40,148
        Equity in net losses of affiliates................................        63,534                       29,417
        Gain on sale of division..........................................                                     (5,825)
        Gain on sales of long-term investments............................      (177,202)
        Extraordinary items...............................................         5,407                       11,703
        Deferred income taxes, minority interest and other................       (34,603)                       8,533
                                                                              ----------                   ---------- 
                                                                                 395,932                      269,803

    Increase in accounts receivable, net..................................        (8,282)                     (23,578)
    Increase in inventories, net..........................................       (37,978)                        (548)
    Increase in prepaid charges and other.................................       (16,261)                      (6,531)
    Increase in accounts payable and accrued expenses
        and subscribers' advance payments and other.......................        25,666                       21,042
    Increase (decrease) in accrued interest...............................        12,609                       (5,127)
                                                                              ----------                   ---------- 
            Net cash provided by operating activities.....................       371,686                      255,061
                                                                              ----------                   ---------- 
FINANCING ACTIVITIES
    Borrowings............................................................     3,111,856                      142,209
    Retirement and repayment of debt......................................    (1,160,867)                    (470,877)
    Issuance of common stock, net.........................................         2,726                        3,198
    Issuance of common stock of a subsidiary, net.........................                                    209,394
    Equity contribution to a subsidiary...................................         6,556
    Dividends.............................................................       (16,758)                     (17,121)
    Other.................................................................       (22,146)                     (15,092)
                                                                              ----------                   ---------- 
            Net cash provided by (used in) financing activities...........     1,921,367                     (148,289)
                                                                              ----------                   ---------- 
INVESTING ACTIVITIES
    Acquisitions, net of cash acquired....................................     1,371,074                       22,189
    Purchases (sales) of short-term investments, net......................        81,809                     (320,888)
    Increase in investments, principally in affiliates....................       457,984                       61,565
    Proceeds from sales of long-term investments..........................      (400,749)
    Additions to property and equipment...................................       476,571                      171,158
    Proceeds from sale of division........................................                                    (28,183)
    Other.................................................................        25,194                       21,955
                                                                              ----------                   ---------- 
            Net cash used in (provided by) investing activities...........     2,011,883                      (72,204)
                                                                              ----------                   ---------- 

INCREASE IN CASH AND CASH EQUIVALENTS....................................        281,170                      178,976

    Cash and Cash Equivalents, Beginning of Period........................       335,320                      160,434
                                                                              ----------                   ---------- 

CASH AND CASH EQUIVALENTS, End of Period..................................      $616,490                     $339,410
                                                                              ==========                   ==========
</TABLE>


See notes to condensed consolidated financial statements.


<PAGE>5


                      COMCAST CORPORATION AND SUBSIDIARIES
                                   FORM 10-Q
                        QUARTER ENDED SEPTEMBER 30, 1995
              NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
                                  (Unaudited)

1.   CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

     Basis of Presentation
     The  condensed  consolidated  balance  sheet at December  31, 1994 has been
     condensed  from the  audited  balance  sheet at that  date.  The  condensed
     consolidated   balance   sheet  at  September   30,  1995,   the  condensed
     consolidated  statement of operations and accumulated  deficit for the nine
     and  three  months  ended  September  30,  1995 and 1994 and the  condensed
     consolidated  statement of cash flows for the nine months  ended  September
     30, 1995 and 1994 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 (which include only normal recurring
     adjustments  and the  adjustment  described in Note 3) necessary to present
     fairly the  financial  position,  results of  operations  and cash flows at
     September 30, 1995 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, 1994 Annual Report on Form 10-K filed with the  Securities and Exchange
     Commission.  The results of operations for the periods ended  September 30,
     1995 are not necessarily indicative of operating results for the full year.

     Net Loss Per Share
     Net loss per share is based on the weighted average number of common shares
     outstanding  during  the  period.  For the  nine  and  three  months  ended
     September 30, 1995 and 1994,  all of the common stock  equivalents  have an
     antidilutive  effect on the loss per share  and,  therefore,  have not been
     used in  determining  the total  weighted  average  number of common shares
     outstanding.

2.   SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

     New Accounting Pronouncement
     Effective  January 1, 1995, the Company adopted the provisions of Statement
     of Financial  Accounting  Standards  ("SFAS") No. 121,  "Accounting for the
     Impairment of Long-Lived  Assets and for  Long-Lived  Assets to be Disposed
     Of." There was no cumulative effect of the adoption of SFAS No. 121.

     As a result of the acquisition of QVC (see Note 3), the Company adopted the
     following accounting policies:

     Inventories
     Inventories,  consisting primarily of products held for sale, are stated at
     the lower of cost or market. Cost is determined by the first-in,  first-out
     method.

     Net Sales and Returns
     Net sales from electronic  retailing are recognized at the time of shipment
     to  customers.  An  allowance  for  returned  merchandise  is provided as a
     percentage of sales based on historical experience.

3.   ACQUISITIONS AND OTHER SIGNIFICANT EVENTS

     QVC

     In  February  1995,  the  Company  and  Tele-Communications,  Inc.  ("TCI")
     acquired all of the outstanding  stock of QVC, Inc.  ("QVC") not previously
     owned by the Company and TCI  (approximately  65% of such shares on a fully
     diluted basis) for $46, in cash, per share. The total cost of acquiring the
     outstanding  shares of QVC was  approximately  $1.4 billion.  Following the
     acquisition, the Company and TCI own, through their

<PAGE>6

                      COMCAST CORPORATION AND SUBSIDIARIES
                                   FORM 10-Q
                        QUARTER ENDED SEPTEMBER 30, 1995
        NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS - CONTINUED
                                  (Unaudited)

     respective  subsidiaries,  57.45% and  42.55%,  respectively,  of QVC.  The
     Company has accounted for the QVC acquisition  under the purchase method of
     accounting  and QVC has been  consolidated  with the Company  beginning  in
     February  1995.  The  allocation  of the  purchase  price to the assets and
     liabilities of QVC is preliminary pending receipt of a final appraisal.

     The acquisition of QVC,  including the exercise of certain warrants held by
     the Company,  was financed with cash contributions from the Company and TCI
     of  $296.3  million  and $6.6  million,  respectively,  borrowings  of $1.1
     billion under a $1.2 billion QVC credit facility and existing cash and cash
     equivalents held by QVC.

     Liberty  Media  Corporation,  a subsidiary  of TCI,  may, at certain  times
     following February 9, 2000, trigger the exercise of certain exit rights.

     Sprint Telecommunications Venture

     On March 28, 1995,  subsidiaries of the Company,  TCI,  Sprint  Corporation
     ("Sprint") and Cox Communications, Inc. ("Cox") formed several partnerships
     to engage in the  business of providing  wireless  and  wireline  telephony
     services.    The   principal   partnership   is   known   as   the   Sprint
     Telecommunications  Venture  ("STV").  The parties have agreed that STV and
     its  affiliated  partnerships  will be the  exclusive  vehicles  for  their
     respective investments in certain specified telecommunications  activities,
     subject  to  certain   limited   exceptions.   STV  and  the  parties  will
     cross-promote  telecommunications  products and services using the "Sprint"
     brand name with cable  services  and  products  branded by Cox,  TCI or the
     Company in their cable television  systems. A partnership owned entirely by
     subsidiaries of the Company, known as Comcast Telephony Services,  owns 15%
     of STV and, indirectly, each of STV's affiliated partnerships.

     STV will  engage  in the  business  of  providing  wireless  communications
     services,  primarily  personal  communication  services ("PCS"),  through a
     partnership known as WirelessCo.  Through WirelessCo,  the partners propose
     to  create  and  operate  a  seamless,   integrated,   nationwide  wireless
     communications  network.  During the term of a  trademark  license  from an
     affiliate  of Sprint,  WirelessCo's  services  will be  marketed  under the
     "Sprint" brand name.

     WirelessCo  was the  successful  bidder for 29 PCS  licenses in the auction
     conducted by the Federal  Communications  Commission  ("FCC") from December
     1994  through  mid-March  1995.  The  purchase  price for the  licenses was
     approximately  $2.11  billion,  all of  which  has  been  paid to the  FCC.
     WirelessCo  may also elect to bid in subsequent  auctions for PCS licenses.
     In addition,  WirelessCo  has and may continue to invest in other  entities
     that hold PCS licenses, may acquire PCS licenses from other license holders
     and may affiliate with other license holders.

     STV will also engage in the business of providing local wireline  telephone
     service for both business and residential customers,  primarily through the
     cable  networks  of cable  television  operators  that  affiliate  with the
     partnership  in exchange  for agreed upon  compensation.  Cox,  TCI and the
     Company have agreed to affiliate their cable systems with STV to the extent
     that their  systems are  located in markets  designated  in STV's  business
     plan. The offering of local wireline  telephone services by the partnership
     will require the removal of regulatory  and  legislative  barriers to local
     telephone competition.

     The STV partners intend that the  partnership  will succeed to the business
     currently conducted by Cox, TCI and the Company,  together with Continental
     Cablevision,  Inc.  ("Continental"),  through Teleport Communications Group
     Inc.  and TCG  Partners  (collectively,  "TCG").  TCG is one of the largest
     competitive   access  providers  in  the  United  States.   Pursuant  to  a
     contribution  agreement  entered into on March 28,  1995,  Cox, TCI and the
     Company have agreed, subject to the satisfaction of certain conditions,  to
     contribute to STV their respective

<PAGE>7

                      COMCAST CORPORATION AND SUBSIDIARIES
                                   FORM 10-Q
                        QUARTER ENDED SEPTEMBER 30, 1995
        NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS - CONTINUED
                                  (Unaudited)

     interests  in TCG and in various  local  joint  ventures  among local cable
     operators  and TCG.  Such  contributions  will be subject to the receipt of
     necessary regulatory approvals and the satisfaction of other conditions. In
     addition,  the cable partners intend to negotiate with  Continental,  which
     owns  that  portion  of TCG that is not owned by Cox,  TCI or the  Company,
     regarding the acquisition of its interest by such cable partners.

     Subject to agreement  upon an initial  business  plan,  the  partners  have
     committed to  contribute  $4.4 billion in cash to STV during the next three
     years,  of which the  Company's  share  would be $660  million,  subject to
     reduction  resulting from the method of crediting in-kind  contributions to
     STV by the partners.  Of the $660 million funding requirement,  the Company
     has made total cash capital  contributions  to WirelessCo of  approximately
     $338.8  million   through   September  30,  1995.  The  partners'   capital
     contributions  to WirelessCo have been  principally  used to pay for the 29
     PCS  licenses  acquired  in the FCC  auction  and to acquire  interests  in
     another entity that holds a PCS license.  Additional equity requirements of
     STV will be funded by the partners through capital  contributions to STV in
     proportion to their ownership interests. The Company anticipates that STV's
     capital requirements over the next several years will be significant. These
     requirements  are  planned  to be funded by  external  financing  by STV in
     addition  to  capital  contributions  by  the  partners.   Although  it  is
     anticipated that external  financing will be available to STV on acceptable
     terms and conditions, no assurances can be given as to such availability.

     Cellular Rebuild

     In 1995, the Company's  cellular division  purchased  approximately  $172.0
     million of switching and cell site  equipment  which  replaced the existing
     switching and cell site equipment. The Company completed the rebuild in the
     third quarter of 1995. In accordance  with the  provisions of SFAS No. 121,
     during the first  quarter of 1995,  the  Company  charged to its results of
     operations  approximately  $110.0 million which  represented the difference
     between the net book value of the equipment replaced and the residual value
     realized upon its disposal. This charge has been reflected in the Company's
     condensed consolidated statement of operations and accumulated deficit as a
     component of depreciation and amortization expense.

     Ocean County

     In May 1995,  the  Company  completed  the  initial  phase of its  exchange
     agreement  with McCaw  Cellular  Communications,  Inc.  whereby the Company
     acquired a 75% interest in the entity that holds the Ocean County, NJ Rural
     Statistical Area ("RSA") cellular license (the "Ocean County  Licensee") in
     exchange for the Company's  Hunterdon  County,  NJ RSA cellular license and
     $37.8 million in cash.  The Company  acquired the remaining 25% interest in
     the Ocean County Licensee in October 1995 for $17.4 million.

     Nextel

     In April 1995,  the  Company  exercised  certain  preemptive  rights  under
     previously existing agreements with Nextel Communications,  Inc. ("Nextel")
     whereby the Company has elected to purchase  approximately  9 million newly
     issued Nextel shares at $12.25 per share for a total cost of  approximately
     $110 million  (the "Nextel  Share  Purchase  Commitment").  The purchase is
     contingent on the closing of an acquisition  transaction by Nextel which is
     expected to occur in the fourth quarter of 1995.

     In July 1995,  the Company sold 11.3 million  shares of Nextel common stock
     for  $212.6  million  (the  "Nextel  Transaction").  As a  result  of  this
     transaction,  the Company recognized a pre-tax gain of $36.2 million in the
     third  quarter of 1995.  The Company  continues  to hold options to acquire
     25.0 million  shares of Nextel common stock in addition to the Nextel Share
     Purchase Commitment.


<PAGE>8


                      COMCAST CORPORATION AND SUBSIDIARIES
                                   FORM 10-Q
                        QUARTER ENDED SEPTEMBER 30, 1995
        NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS - CONTINUED
                                  (Unaudited)

     E.W. Scripps

     On October 29, 1995,  the Company  announced  its agreement to purchase the
     cable television operations of The E.W. Scripps Company ("E.W. Scripps") in
     exchange  for shares of the  Company's  Class A Special  Common Stock worth
     $1.575 billion, subject to certain adjustments (the "Scripps Transaction").
     E.W.  Scripps' cable  properties,  including a pending  acquisition,  serve
     approximately 800,000 subscribers, with over 60% of the subscribers located
     in Sacramento,  California and  Chattanooga and Knoxville,  Tennessee.  The
     purchase  is  expected  to close in the  second  half of 1996,  subject  to
     shareholder and regulatory approval and certain other conditions.

     Share Repurchase Program

     Concurrent with the  announcement of the Scripps  Transaction,  the Company
     announced  that its Board of Directors has  authorized the repurchase of up
     to $500 million of its outstanding  publicly held common equity securities.
     The Company  expects any such  repurchases to be effected from time to time
     in  the  open  market  or  in  private  transactions,   subject  to  market
     conditions.

     Pro Forma Results

     The  following  pro forma  information  for the nine and three months ended
     September 30, 1995 and 1994 has been presented as if the acquisition of QVC
     occurred at the  beginning  of each period and the  acquisition  of Maclean
     Hunter occurred on January 1, 1994. This unaudited pro forma information is
     based on historical results of operations,  adjusted for acquisition costs,
     and is not  necessarily  indicative of what the results would have been had
     the Company operated the acquired entities since such dates.

<TABLE>
<CAPTION>
                                                                  (Dollars in thousands, except per share data)
                                                                  Nine Months Ended          Three Months Ended
                                                                   September 30,             September 30,
                                                               1995(1)       1994(1)       1995        1994(1)
                                                               -------       -------       ----        -------
<S>                                                      <C>             <C>           <C>          <C>
              Revenue                                        $2,487,801   $2,154,514     $870,249     $747,858

              Loss before extraordinary items                   (36,668)    (111,333)      (1,953)     (36,391)

              Net loss                                          (42,075)    (123,036)      (7,360)     (36,391)

              Net loss per share                                   (.18)        (.52)        (.03)        (.15)
<FN>

     (1)  Effective  April 1,  1995,  QVC  commenced  consolidating  its  United
          Kingdom ("UK")  operations.  Pro forma revenues presented above do not
          reflect revenues  relating to QVC's UK operations for periods prior to
          April 1, 1995. 
</FN> 
</TABLE>

4.   INVESTMENTS

     The Company  holds  unrestricted  equity  investments  in certain  publicly
     traded  companies  with an  historical  cost of $104.8  million  and $186.6
     million as of September 30, 1995 and December 31, 1994,  respectively.  The
     Company has recorded these investments  (including the Company's investment
     in Nextel  common  stock as of December  31, 1994 - see Note 3),  which are
     classified as available for sale, at their  estimated fair values of $137.2
     million as of  September  30, 1995 and $192.6  million as of  December  31,
     1994.  The  unrealized  pre-tax  gains of $32.4  million and $6.0  million,
     respectively,  have been reported in the Company's  condensed  consolidated
     balance  sheet as decreases  in  stockholders'  deficiency,  net of related
     deferred income taxes.


<PAGE>9


                      COMCAST CORPORATION AND SUBSIDIARIES
                                   FORM 10-Q
                        QUARTER ENDED SEPTEMBER 30, 1995
        NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS - CONTINUED
                                  (Unaudited)

     In  January   1995,   the  Company   exchanged  its  interest  in  Heritage
     Communications,  Inc. with TCI for Class A common shares of TCI with a fair
     market value of approximately $290 million. Shortly thereafter, the Company
     sold  certain of these  shares for total  proceeds  of  approximately  $188
     million  which were used to fund,  in part,  the  acquisition  of QVC. As a
     result of these transactions, the Company recognized a pre-tax gain of $141
     million in the first quarter of 1995.

     As a result of the QVC acquisition, the Company commenced consolidating the
     financial results of QVC,  effective  February 1, 1995, on a current basis.
     In the first  quarter  of 1995,  the  Company  recorded  its  proportionate
     interest in QVC's net income for the period from  November 1, 1994  through
     January 31, 1995. Such results were not previously  recorded by the Company
     since QVC was accounted  for under the equity method of accounting  and its
     proportionate  interest in QVC's  results of  operations  were recorded two
     months  in  arrears.  The  effect  of  this  one-time  adjustment  was  not
     significant to the Company's results of operations.

     The  difference   between  the  Company's   recorded   investment  and  its
     proportionate  interests  in the book  value of its equity  investees'  net
     assets is being amortized to equity in net income or loss, primarily over a
     period of twenty years, which is consistent with the estimated lives of the
     underlying assets.

     Summarized  financial  information for investments  accounted for under the
     equity method of accounting is as follows (dollars in thousands):

<TABLE>
<CAPTION>
                                                      Three Months        Nine Months                     Three Months
                                                          Ended              Ended                            Ended
                                                    January 31, 1995  September 30, 1995               September 30, 1995
                                                           QVC               Other        Combined (1)    Combined (1)
<S>                                                    <C>               <C>              <C>             <C>
        Combined Results of Operations
           Revenue...................................   $425,921           $450,546         $876,467        $160,893
           Depreciation and amortization.............     12,992            109,006          121,998          38,941
           Operating income (loss)...................     58,247           (163,777)        (105,530)        (64,228)
                Net income (loss) as reported
                  by affiliates......................    $28,333          ($238,461)       ($210,128)       ($92,587)

        Company's Equity in Net Income (Loss)
           Equity in current period net income
             (loss)..................................     $4,286           ($64,071)        ($59,785)       ($24,101)
           Amortization income (expense).............      1,194             (4,943)          (3,749)         (1,527)
                                                        --------           --------         --------        --------
           Total equity in net income (loss).........     $5,480           ($69,014)        ($63,534)       ($25,628)
                                                        ========           ========         ========        ======== 
</TABLE>

<TABLE>
<CAPTION>
                                                                    September 30, 1995
                                                                       Combined (1)
<S>                                                                 <C>
        Combined Financial Position

           Current assets.........................................       $310,614
           Noncurrent assets......................................      4,304,352
           Current liabilities....................................        262,204
           Noncurrent liabilities.................................      1,581,365
<FN>
     (1)  Excludes the results of  operations  (subsequent  to January 31, 1995)
          and financial  position of QVC which was consolidated with the Company
          beginning in February 1995.
</FN>
</TABLE>



<PAGE>10


                      COMCAST CORPORATION AND SUBSIDIARIES
                                   FORM 10-Q
                        QUARTER ENDED SEPTEMBER 30, 1995
        NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS - CONTINUED
                                  (Unaudited)

<TABLE>
<CAPTION>
                                                      Nine Months       Nine Months
                                                         Ended             Ended
                                                     July 31, 1994  September 30, 1994
                                                          QVC              Other          Combined
<S>                                                   <C>            <C>              <C>
        Combined Results of Operations  
           Revenue...................................   $972,207         $248,653       $1,220,860
           Depreciation and amortization.............     31,877           81,049          112,926
           Operating income (loss)...................    117,434          (94,241)          23,193
                Net income (loss) as reported
                  by affiliates......................    $26,637        ($123,758)        ($97,121)

        Company's Equity in Net Income (Loss)
           Equity in current period net income (loss)     $4,090         ($33,061)        ($28,971)
           Amortization income (expense).............      3,694           (4,140)            (446)
                                                      ----------       ----------       ----------
           Total equity in net income (loss).........     $7,784         ($37,201)        ($29,417)
                                                      ==========       ==========       ========== 
</TABLE>

<TABLE>
<CAPTION>
                                                     Three Months      Three Months
                                                         Ended             Ended
                                                     July 31, 1994  September 30, 1994
                                                          QVC              Other          Combined
<S>                                                    <C>              <C>             <C>
        Combined Results of Operations
           Revenue...................................   $303,277          $89,664         $392,941
           Depreciation and amortization.............     10,616           29,175           39,791
           Operating income (loss)...................     31,414          (38,715)          (7,301)
                Net income (loss) as reported
                  by affiliates......................    $11,728         ($49,135)        ($37,407)

        Company's Equity in Net Income (Loss)
           Equity in current period net income (loss)     $1,807         ($12,555)        ($10,748)
           Amortization income (expense).............      1,208           (1,362)            (154)
                                                      ----------       ----------       ----------
           Total equity in net income (loss).........     $3,015         ($13,917)        ($10,902)
                                                      ==========       ==========       ========== 
</TABLE>

5.   LONG-TERM DEBT

     On May 16, 1995, the Company issued $250.0 million  principal amount of its
     9-3/8% senior  subordinated  debentures  due 2005. On October 3, 1995,  the
     Company  issued  $250.0  million  principal  amount  of its  9-1/8%  senior
     subordinated  debentures  due 2006.  On November 9, 1995,  Comcast UK Cable
     Partners  Limited  ("Comcast  UK"), a subsidiary of the Company,  agreed to
     sell  approximately  $517.3  million  principal  amount at  maturity of its
     11.20%  senior   discount   debentures  due  2007  for  gross  proceeds  of
     approximately  $300.0 million in a public  offering.  Closing of the public
     offering is anticipated to occur on November 15, 1995.

     The Company incurred debt extinguishment costs totaling $8.3 million during
     the  nine and  three  months  ended  September  30,  1995,  as a result  of
     refinancing  the  indebtedness  of certain  subsidiaries,  resulting in the
     Company  recording an  extraordinary  loss,  net of tax, of $5.4 million or
     $.02 per share.

     As a result of these  refinancings,  as of October 31, 1995, certain of the
     Company's  subsidiaries  had unused lines of credit totaling  approximately
     $1.5  billion.  Use of  these  unused  lines of  credit  is  restricted  to
     subsidiary debt  refinancing,  subsidiary  general  corporate  purposes and
     dividend declaration.


<PAGE>11


                      COMCAST CORPORATION AND SUBSIDIARIES
                                   FORM 10-Q
                        QUARTER ENDED SEPTEMBER 30, 1995
        NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS - CONTINUED
                                  (Unaudited)

     The Company paid premiums and expensed  unamortized debt acquisition  costs
     totaling  $18.0  million  during the nine months ended  September 30, 1994,
     primarily  as a result of the  redemption  of its $150.0  million,  11-7/8%
     senior subordinated debentures due 2004, resulting in the Company recording
     an extraordinary loss, net of tax, of $11.7 million or $.05 per share.

     The Company has entered into interest rate protection products to limit the
     Company's exposure to loss from adverse  fluctuations in interest rates. As
     of September 30, 1995,  $815.0 million of the Company's  variable rate debt
     was protected by these products.  Such  agreements  mature on various dates
     through  1997 and the  related  differentials  to be paid or  received  are
     recognized over the terms of the related agreements.

6.   STATEMENT OF CASH FLOWS - SUPPLEMENTAL INFORMATION

     The Company made interest payments of approximately $334.4 million,  $193.4
     million,  $124.3 million and $56.8 million during the nine and three months
     ended September 30, 1995 and 1994, respectively.

     The Company redeemed its 7% convertible subordinated debentures due 2001 on
     February 27, 1994 (accreted  value of $152.1  million).  In connection with
     such  redemption,  substantially  all of the debentures were converted into
     13.5 million shares of Class A Special Common Stock of the Company.

7.   CONTINGENCIES

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

     The Company currently is seeking to justify rates for regulated services in
     certain of its cable systems in the States of New Jersey and Connecticut on
     the basis of cost-of-service  showings.  A settlement has been reached with
     the State of New Jersey with respect to rates for basic cable  services and
     equipment. The State of Connecticut has ordered the Company to reduce rates
     for basic cable services and equipment and to make refunds to  subscribers.
     The Connecticut  decision has been appealed to the FCC. The Company and the
     FCC staff have  reached  agreement,  subject  to  Commission  approval,  on
     outstanding  cost-of-service rate complaints for cable programming services
     for  systems  in the States of New Jersey  and  Connecticut.  The  proposed
     settlement  will  also  resolve  outstanding   complaints  with  regard  to
     "benchmark"   rate  regulation  in  other  systems.   Absent   legislative,
     administrative  or judicial  relief,  the FCC regulations  will continue to
     adversely affect the Company's results of operations.



<PAGE>12


                      COMCAST CORPORATION AND SUBSIDIARIES
                                   FORM 10-Q
                        QUARTER ENDED SEPTEMBER 30, 1995
        NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS - CONCLUDED
                                  (Unaudited)

8.   FINANCIAL DATA BY BUSINESS SEGMENT
     (Dollars in thousands)

<TABLE>
<CAPTION>
                                                   Domestic
                                                     Cable        Electronic      Cellular       Corporate
                                                Communications     Retailing   Communications  and Other (1)       Total
<S>                                            <C>             <C>             <C>              <C>           <C>
Nine Months Ended September 30, 1995
Revenue.....................................      $1,078,033       $975,917       $274,243         $29,234     $2,357,427
Depreciation and amortization...............         278,862         61,810        177,205          16,798        534,675
Operating income (loss).....................         250,793         93,266        (66,469)        (67,691)       209,899
Interest expense............................         185,371         55,275         54,062          93,659        388,367
Capital expenditures and acquisitions.......         182,082      1,325,059        252,290          88,214      1,847,645
Equity in net (losses) income of
    affiliates..............................         (12,143)           428           (830)        (50,989)       (63,534)

Three Months Ended September 30, 1995
Revenue.....................................        $368,453       $391,491        $97,830         $12,475       $870,249
Depreciation and amortization...............          95,196         24,804         21,981           5,651        147,632
Operating income (loss).....................          86,759         34,901         17,974         (23,122)       116,512
Interest expense............................          61,467         20,459         18,485          37,405        137,816
Capital expenditures and acquisitions.......          69,395          7,465         26,021          36,731        139,612
Equity in net losses of affiliates..........          (5,222)          (180)          (295)        (19,931)       (25,628)

As of September 30, 1995
Assets......................................      $4,592,759     $1,940,826     $1,237,823      $1,465,969     $9,237,377
Long-term debt, less current portion........       2,877,481      1,013,007        906,711       1,822,296      6,619,495

Nine Months Ended September 30, 1994
Revenue.....................................        $792,523    $                 $205,393         $17,171     $1,015,087
Depreciation and amortization...............         166,448                        66,285          10,576        243,309
Operating income (loss).....................         219,141                        22,994         (49,246)       192,889
Interest expense............................         109,652                        41,791          77,021        228,464
Capital expenditures and acquisitions.......         131,811                        46,305          15,231        193,347
Equity in net (losses) income of
    affiliates..............................          (6,364)         7,784                        (30,837)       (29,417)

Three Months Ended September 30, 1994
Revenue.. ..................................        $265,901    $                  $74,407          $5,436       $345,744
Depreciation and amortization ..............          56,307                        22,651           3,857         82,815
Operating income (loss) ....................          72,303                         9,101         (18,094)        63,310
Interest expense ...........................          36,889                        14,398          24,425         75,712
Capital expenditures and acquisitions ......          50,773                        22,077           7,010         79,860
Equity in net (losses) income of
    affiliates .............................          (1,877)         3,015                        (12,040)       (10,902)
---------------
<FN>

(1)  Corporate and other includes certain  operating  businesses and elimination
     entries related to the segments presented.
</FN>
</TABLE>

<PAGE>13


                      COMCAST CORPORATION AND SUBSIDIARIES
                                   FORM 10-Q
                        QUARTER ENDED SEPTEMBER 30, 1995

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

Overview

The Company has  experienced  significant  growth in recent  years both  through
strategic  acquisitions and growth in its existing  businesses.  The Company has
historically  met its cash  needs for  operations  through  its cash  flows from
operating   activities.   Cash   requirements   for   acquisitions  and  capital
expenditures  have been provided through the Company's  financing  activities as
well as its existing cash and cash equivalents and short-term investments.

General Developments of Business

QVC

In February 1995, the Company and Tele-Communications, Inc. ("TCI") acquired all
of the  outstanding  stock of QVC,  Inc.  ("QVC")  not  previously  owned by the
Company and TCI  (approximately 65% of such shares on a fully diluted basis) for
$46, in cash, per share.  The total cost of acquiring the outstanding  shares of
QVC was approximately $1.4 billion.  Following the acquisition,  the Company and
TCI own, through their respective subsidiaries, 57.45% and 42.55%, respectively,
of QVC. The Company has  accounted  for the QVC  acquisition  under the purchase
method of accounting and QVC has been consolidated with the Company beginning in
February  1995.  The  allocation  of  the  purchase  price  to  the  assets  and
liabilities of QVC is preliminary pending receipt of a final appraisal.

The acquisition of QVC,  including the exercise of certain  warrants held by the
Company, was financed with cash contributions from the Company and TCI of $296.3
million and $6.6 million, respectively,  borrowings of $1.1 billion under a $1.2
billion QVC credit facility and existing cash and cash equivalents held by QVC.

Liberty Media Corporation,  a subsidiary of TCI, may, at certain times following
February 9, 2000, trigger the exercise of certain exit rights.

Maclean Hunter

On December 22, 1994, the Company,  through Comcast MHCP Holdings,  L.L.C.  (the
"LLC"),  acquired the U.S. cable television and alternate  access  operations of
Maclean  Hunter  Limited  ("Maclean  Hunter")  from Rogers  Communications  Inc.
("RCI")  and  all of the  outstanding  shares  of  Barden  Communications,  Inc.
(collectively,  such  acquisitions  are  referred  to  as  the  "Maclean  Hunter
Acquisition") for approximately $1.2 billion (subject to certain adjustments) in
cash.  The  Company  and the  California  Public  Employees'  Retirement  System
("CalPERS")   invested   approximately   $305.0  million  and  $250.0   million,
respectively, in the LLC, which is owned 55% by a wholly owned subsidiary of the
Company and 45% by CalPERS,  and is managed by the Company.  The Maclean  Hunter
Acquisition,  including  certain  transaction  costs,  was  financed  with  cash
contributions  from the LLC of $555.0  million and  borrowings of $715.0 million
under an $850.0  million  Maclean  Hunter  credit  facility.  At any time  after
December 18, 2001,  CalPERS may elect to liquidate  its interest in the LLC at a
price based upon the fair value of CalPERS' interest in the LLC, adjusted, under
certain  circumstances,  for certain  performance  criteria relating to the fair
value of the LLC or to the  Company's  common stock.  Except in certain  limited
circumstances,   the  Company,   at  its  option,  may  satisfy  this  liquidity
arrangement by purchasing  CalPERS'  interest for cash,  through the issuance of
the Company's  common stock (subject to certain  limitations)  or by selling the
LLC. The Maclean Hunter  Acquisition was accounted for under the purchase method
of accounting and Maclean Hunter is consolidated with the Company as of December
31, 1994.

<PAGE>14


                      COMCAST CORPORATION AND SUBSIDIARIES
                                   FORM 10-Q
                        QUARTER ENDED SEPTEMBER 30, 1995

The  allocation of the purchase  price to the assets and  liabilities of Maclean
Hunter is preliminary  pending the final purchase price  adjustment  between the
Company and RCI. The terms of the Maclean Hunter Acquisition  provide for, among
other things, the indemnification of the Company by RCI for certain liabilities,
including tax  liabilities,  relating to Maclean Hunter prior to the acquisition
date.

Sprint Telecommunications Venture

On  March  28,  1995,  subsidiaries  of the  Company,  TCI,  Sprint  Corporation
("Sprint") and Cox Communications,  Inc. ("Cox") formed several  partnerships to
engage in the business of providing  wireless and wireline  telephony  services.
The  principal  partnership  is known as the Sprint  Telecommunications  Venture
("STV").  The parties have agreed that STV and its affiliated  partnerships will
be the exclusive vehicles for their respective  investments in certain specified
telecommunications  activities,  subject to certain limited exceptions.  STV and
the parties will  cross-promote  telecommunications  products and services using
the "Sprint" brand name with cable services and products  branded by Cox, TCI or
the Company in their cable television  systems.  A partnership owned entirely by
subsidiaries of the Company,  known as Comcast Telephony  Services,  owns 15% of
STV and, indirectly, each of STV's affiliated partnerships.

STV will engage in the business of providing wireless  communications  services,
primarily personal communication  services ("PCS"),  through a partnership known
as WirelessCo.  Through WirelessCo, the partners propose to create and operate a
seamless,  integrated,  nationwide wireless  communications  network. During the
term of a trademark license from an affiliate of Sprint,  WirelessCo's  services
will be marketed under the "Sprint" brand name.

WirelessCo  was  the  successful  bidder  for 29  PCS  licenses  in the  auction
conducted by the Federal  Communications  Commission  ("FCC") from December 1994
through  mid-March  1995. The purchase price for the licenses was  approximately
$2.11 billion,  all of which has been paid to the FCC. WirelessCo may also elect
to bid in subsequent auctions for PCS licenses. In addition,  WirelessCo has and
may continue to invest in other entities that hold PCS licenses, may acquire PCS
licenses  from other  license  holders  and may  affiliate  with  other  license
holders.

STV will also  engage in the  business of  providing  local  wireline  telephone
service for both business and residential customers, primarily through the cable
networks of cable  television  operators that affiliate with the  partnership in
exchange for agreed upon  compensation.  Cox, TCI and the Company have agreed to
affiliate  their cable  systems  with STV to the extent  that their  systems are
located in markets  designated  in STV's  business  plan.  The offering of local
wireline  telephone  services  by the  partnership  will  require the removal of
regulatory and legislative barriers to local telephone competition.

The STV  partners  intend  that the  partnership  will  succeed to the  business
currently  conducted  by Cox,  TCI and the Company,  together  with  Continental
Cablevision,  Inc.  ("Continental"),  through Teleport Communications Group Inc.
and TCG Partners  (collectively,  "TCG"). TCG is one of the largest  competitive
access  providers in the United  States.  Pursuant to a  contribution  agreement
entered into on March 28, 1995, Cox, TCI and the Company have agreed, subject to
the  satisfaction of certain  conditions,  to contribute to STV their respective
interests in TCG and in various local joint ventures among local cable operators
and  TCG.  Such  contributions  will be  subject  to the  receipt  of  necessary
regulatory approvals and the satisfaction of other conditions.  In addition, the
cable partners intend to negotiate with Continental,  which owns that portion of
TCG that is not owned by Cox, TCI or the Company,  regarding the  acquisition of
its interest by such cable partners.

E.W. Scripps

On October 29, 1995,  the Company  announced its agreement to purchase the cable
television  operations of The E.W. Scripps Company ("E.W.  Scripps") in exchange
for shares of the Company's  Class A Special Common Stock worth $1.575  billion,
subject to certain adjustments (the "Scripps Transaction").  E.W. Scripps' cable
properties, including

<PAGE>15


                      COMCAST CORPORATION AND SUBSIDIARIES
                                   FORM 10-Q
                        QUARTER ENDED SEPTEMBER 30, 1995

a pending acquisition, serve approximately 800,000 subscribers, with over 60% of
the subscribers located in Sacramento, California and Chattanooga and Knoxville,
Tennessee. The purchase is expected to close in the second half of 1996, subject
to shareholder and regulatory approval and certain other conditions.

Share Repurchase Program

Concurrent  with  the  announcement  of the  Scripps  Transaction,  the  Company
announced  that its Board of Directors has  authorized  the  repurchase of up to
$500 million of its  outstanding  publicly  held common equity  securities.  The
Company  expects any such  repurchases  to be effected  from time to time in the
open market or in private transactions, subject to market conditions.

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

Liquidity and Capital Resources

Cash and cash  equivalents  and short-term  investments as of September 30, 1995
and December 31, 1994 were $828.4 million and $465.5  million,  respectively.  A
portion  of these  cash  and cash  equivalents  is held by  subsidiaries  of the
Company and is restricted to the use by these  subsidiaries under contractual or
other arrangements.

The Company's cash and cash equivalents and short-term  investments are recorded
at cost  which  approximates  their fair  value.  At  September  30,  1995,  the
Company's  short-term  investments  of $211.9  million  had a  weighted  average
maturity  of  approximately  14 months.  However,  due to their  high  degree of
liquidity  and the intent of management  to use these  investments  as needed to
fund its commitments, the Company considers these as current assets.

In January 1995, the Company exchanged its interest in Heritage  Communications,
Inc.  with TCI for  Class A common  shares  of TCI with a fair  market  value of
approximately $290 million (the "Heritage Transaction"). Shortly thereafter, the
Company sold certain of these shares for total  proceeds of  approximately  $188
million which were used to fund, in part, the acquisition of QVC. As a result of
these transactions, the Company recognized a pre-tax gain of $141 million in the
first quarter of 1995.

In April 1995, the Company exercised certain  preemptive rights under previously
existing  agreements with Nextel  Communications,  Inc.  ("Nextel")  whereby the
Company has elected to purchase  approximately  9 million  newly  issued  Nextel
shares at $12.25 per share for a total cost of  approximately  $110 million (the
"Nextel Share Purchase  Commitment").  The purchase is contingent on the closing
of an acquisition transaction by Nextel which is expected to occur in the fourth
quarter of 1995.

In July 1995,  the Company sold 11.3 million  shares of Nextel  common stock for
$212.6 million (the "Nextel Transaction").  As a result of this transaction, the
Company recognized a pre-tax gain of $36.2 million in the third quarter of 1995.
The Company  continues to hold options to acquire 25.0 million  shares of Nextel
common stock in addition to the Nextel Share Purchase Commitment.

In May 1995, the Company  completed the initial phase of its exchange  agreement
with McCaw  Cellular  Communications,  Inc.  whereby the Company  acquired a 75%
interest in the entity that holds the Ocean County,  NJ Rural  Statistical  Area
("RSA")  cellular  license  (the "Ocean  County  Licensee")  in exchange for the
Company's  Hunterdon  County, NJ RSA cellular license and $37.8 million in cash.
The Company  acquired the remaining 25% interest in the Ocean County Licensee in
October 1995 for $17.4 million.

Subject to agreement upon an initial  business plan, the partners have committed
to contribute  $4.4 billion in cash to STV during the next three years, of which
the Company's share would be $660 million,  subject to reduction  resulting from
the method of crediting  in-kind  contributions  to STV by the partners.  Of the
$660  million  funding  requirement,  the  Company  has made total cash  capital
contributions to WirelessCo of approximately $338.8 million

<PAGE>16


                      COMCAST CORPORATION AND SUBSIDIARIES
                                   FORM 10-Q
                        QUARTER ENDED SEPTEMBER 30, 1995

through  September 30, 1995. The partners'  capital  contributions to WirelessCo
have been  principally  used to pay for the 29 PCS licenses  acquired in the FCC
auction and to acquire  interests  in another  entity that holds a PCS  license.
Additional  equity  requirements  of STV will be funded by the partners  through
capital  contributions  to STV in proportion to their ownership  interests.  The
Company anticipates that STV's capital  requirements over the next several years
will be  significant.  These  requirements  are planned to be funded by external
financing by STV in addition to capital contributions by the partners.  Although
it is anticipated that external financing will be available to STV on acceptable
terms and conditions, no assurances can be given as to such availability.

On May 16, 1995,  the Company  issued  $250.0  million  principal  amount of its
9-3/8% senior subordinated  debentures due 2005. On October 3, 1995, the Company
issued  $250.0  million  principal  amount  of its  9-1/8%  senior  subordinated
debentures  due 2006.  On November 9, 1995,  Comcast UK Cable  Partners  Limited
("Comcast UK"), a subsidiary of the Company, agreed to sell approximately $517.3
million  principal  amount at maturity of its 11.20% senior discount  debentures
due  2007  for  gross  proceeds  of  approximately  $300.0  million  in a public
offering. Closing of the public offering is anticipated to occur on November 15,
1995.

As of October 31, 1995,  certain of the Company's  subsidiaries had unused lines
of credit  totaling  approximately  $1.5  billion.  Use of these unused lines of
credit  is  restricted  to  subsidiary  debt  refinancing,   subsidiary  general
corporate purposes and dividend declaration.

The Company expects to continue to recognize  significant losses and to continue
to pay  dividends;  therefore,  it  anticipates  that it will continue to have a
deficiency  in  stockholders'  equity  that will  increase  for the  foreseeable
future.   The   telecommunications   industry,   including  cable  and  cellular
communications,   and  the  electronic   retailing   industry  are  experiencing
increasing  competition and rapid  technological  changes.  The Company's future
results of operations will be affected by its ability to react to changes in the
competitive  environment  and by its  ability  to  implement  new  technologies.
However,  management  believes that competition,  technological  changes and its
deficiency in stockholders'  equity will not significantly affect its ability to
obtain financing.

The Company  believes  that it will be able to meet its  current  and  long-term
liquidity and capital  requirements,  including its fixed  charges,  through its
cash flows from operating  activities,  existing cash and cash  equivalents  and
short-term  investments,  sales of assets,  lines of credit  and other  external
financing.

Statement of Cash Flows

Net cash provided by operating  activities amounted to $371.7 million and $255.1
million during the nine months ended September 30, 1995 and 1994,  respectively.
The increase of $116.6 million is principally  due to the effects of the QVC and
Maclean Hunter acquisitions, offset by changes in working capital as a result of
seasonality  of QVC's  business  and the timing of the  Company's  receipts  and
disbursements.

Net  cash  provided  by (used  in)  financing  activities,  which  includes  the
issuances of securities as well as  borrowings,  was $1.921 billion and ($148.3)
million during the nine months ended September 30, 1995 and 1994,  respectively.
During the nine months ended  September 30, 1995,  the Company  borrowed  $3.112
billion  including $1.1 billion in connection with the QVC  acquisition,  $1.085
billion  in   connection   with  the   refinancing   of  certain   subsidiaries'
indebtedness,  $300.9  million  associated  with the  funding  of STV and $250.0
million principal amount of the Company's 9-3/8% senior subordinated  debentures
due 2005.  In addition,  during the nine months ended  September  30, 1995,  the
Company  redeemed and retired  $1.161  billion of its long-term  debt  including
$904.8  million in  connection  with the  refinancing  of certain  subsidiaries'
indebtedness.  During the nine months  ended  September  30,  1994,  the Company
repurchased  or  redeemed  and retired  $470.9  million of its  long-term  debt,
including the Company's $150.0 million,  11-7/8% senior subordinated  debentures
due 2004,  and  received  $209.4  million  from the  issuance of common stock of
Comcast UK.

<PAGE>17


                      COMCAST CORPORATION AND SUBSIDIARIES
                                   FORM 10-Q
                        QUARTER ENDED SEPTEMBER 30, 1995

Net cash used in  (provided  by)  investing  activities  was $2.012  billion and
($72.2)  million  during the nine  months  ended  September  30,  1995 and 1994,
respectively.  During the nine months ended September 30, 1995, net cash used in
investing  activities  includes  acquisitions of $1.371  billion,  including the
acquisition  of QVC,  net of  cash  acquired,  additional  cash  investments  in
affiliates of $458.0 million,  including capital  contributions to STV of $320.7
million, additions to property and equipment of $476.6 million and net purchases
of short-term investments of $81.8 million. Such amounts were offset by proceeds
from sales of long-term  investments of $400.7  million.  During the nine months
ended  September  30,1994,  net  proceeds  of  $320.9  million  from the sale of
short-term  investments  were used  principally  to redeem and retire  long-term
debt.  In  addition,  during the nine  months  ended  September  30,  1994,  the
Company's  capital  expenditures  and additional cash  investments in affiliates
were $171.2 million and $61.6 million, respectively.

Results of Operations

The effects of the QVC and  Maclean  Hunter  acquisitions  have been to increase
significantly  the  Company's  revenues  and expenses  resulting in  substantial
increases  in  its  operating  income  before   depreciation  and  amortization,
depreciation and  amortization  expense and net interest expense (see "Operating
Results  by  Business   Segment"  below).  As  a  result  of  the  increases  in
depreciation and amortization expense and interest expense associated with these
acquisitions and their financing,  it is expected that the Company will continue
to recognize substantial losses for the foreseeable future.

Summarized  consolidated  financial information for the Company for the nine and
three  months  ended  September  30,  1995 and 1994 is as  follows  (dollars  in
millions, "NM" denotes percentage is not meaningful):

<TABLE>
<CAPTION>
                                                                   Nine Months Ended
                                                                     September 30,          Increase / (Decrease)
                                                                   1995         1994           $            %
<S>                                                            <C>          <C>           <C>          <C>
Revenue                                                          $2,357.4     $1,015.1     $1,342.3       132.2%
Cost of goods sold from electronic retailing                        584.6                     584.6          NM
Operating, selling, general and administrative expenses           1,028.2        578.9        449.3        77.6%
                                                                 --------     --------
Operating income before depreciation and
   amortization (1)                                                 744.6        436.2        308.4        70.7%
Depreciation and amortization                                       534.7        243.3        291.4       119.8%
                                                                 --------     --------
Operating income                                                    209.9        192.9         17.0         8.8%
                                                                 --------     --------
Interest expense                                                    388.4        228.5        159.9        70.0%
Investment income                                                  (216.8)       (15.1)       201.7          NM
Equity in net losses of affiliates                                   63.5         29.4         34.1       116.0%
Minority interest and other                                         (25.8)        (3.5)        22.3          NM
Income tax expense (benefit)                                         32.5         (0.6)        33.1          NM
Extraordinary items                                                  (5.4)       (11.7)        (6.3)      (53.8%)
                                                                 --------     --------
Net loss                                                           ($37.3)      ($57.5)      ($20.2)      (35.1%)
                                                                 ========     ========
</TABLE>

<PAGE>18


                      COMCAST CORPORATION AND SUBSIDIARIES
                                   FORM 10-Q
                        QUARTER ENDED SEPTEMBER 30, 1995

<TABLE>
<CAPTION>
                                                                  Three Months Ended
                                                                     September 30,          Increase / (Decrease)
                                                                   1995         1994           $            %
<S>                                                          <C>            <C>            <C>           <C>
Revenue                                                            $870.2       $345.7       $524.5       151.7%
Cost of goods sold from electronic retailing                        234.4                     234.4          NM
Operating, selling, general and administrative expenses             371.7        199.6        172.1        86.2%
                                                                 --------     --------
Operating income before depreciation and
   amortization (1)                                                 264.1        146.1        118.0        80.8%
Depreciation and amortization                                       147.6         82.8         64.8        78.3%
                                                                 --------     --------
Operating income                                                    116.5         63.3         53.2        84.0%
                                                                 --------     --------
Interest expense                                                    137.8         75.7         62.1        82.0%
Investment income                                                   (51.4)        (5.0)        46.4          NM
Equity in net losses of affiliates                                   25.6         10.9         14.7       134.9%
Minority interest and other                                         (12.0)        (0.1)        11.9          NM
Income tax expense (benefit)                                         18.4         (1.0)        19.4          NM
Extraordinary items                                                  (5.4)                      5.4          NM
                                                                 --------     --------
Net loss                                                            ($7.3)      ($17.2)       ($9.9)      (57.6%)
                                                                 ========     ========
------------
<FN>
(1)  Operating income before  depreciation and amortization is commonly referred
     to in the Company's  businesses as "operating  cash flow."  Operating  cash
     flow is a measure of a company's  ability to  generate  cash to service its
     obligations, including debt service obligations, and to finance capital and
     other  expenditures.  In part due to the  capital  intensive  nature of the
     Company's  businesses  and the  resulting  significant  level  of  non-cash
     depreciation  and amortization  expense,  operating cash flow is frequently
     used as one of the bases for comparing the Company's 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.  See
     "Statement  of Cash Flows" above for a discussion  of net cash  provided by
     operating activities.
</FN>
</TABLE>

Operating Results by Business Segment

Domestic  Cable  Communications  

The following  table sets forth  operating  results for the  Company's  domestic
cable communications segment (dollars in millions).

<TABLE>
<CAPTION>
                                                       Nine Months Ended
                                                          September 30,                        Increase
                                                      1995             1994              $                 %
<S>                                               <C>              <C>                <C>              <C>
Service income                                      $1,078.0           $792.5           $285.5            36.0%
Operating, selling, general and
     administrative expenses                           548.3            406.9            141.4            34.8%
                                                    --------           ------           ------
Operating income before depreciation
     and amortization (a)                              529.7            385.6            144.1            37.4%
</TABLE>

<TABLE>
<CAPTION>
                                                       Three Months Ended
                                                          September 30,                        Increase
                                                      1995             1994              $                 %
<S>                                               <C>              <C>                <C>              <C>
Service income                                        $368.5           $265.9           $102.6            38.6%
Operating, selling, general and
     administrative expenses                           186.5            137.3             49.2            35.8%
                                                    --------           ------           ------
Operating income before depreciation
     and amortization (a)                              182.0            128.6             53.4            41.5%
---------------
<FN>
(a)  See footnote (1) above.
</FN>
</TABLE>

<PAGE>19


                      COMCAST CORPORATION AND SUBSIDIARIES
                                   FORM 10-Q
                        QUARTER ENDED SEPTEMBER 30, 1995

The Maclean Hunter acquisition accounted for $199.9 million and $67.9 million of
the  increases in service  income for the nine and three month periods from 1994
to 1995,  respectively.  Of the remaining  respective increases of $85.6 million
and  $34.7  million,  $32.4  million  and  $10.2  million,   respectively,   are
attributable   to  subscriber   growth,   $39.6   million  and  $18.0   million,
respectively,  relate to  changes  in rates,  which  include  the  change in the
estimated  effects of cable rate  regulation,  $10.3  million and $4.0  million,
respectively, result from growth in cable advertising sales and $3.3 million and
$2.5 million, respectively, relate to growth in other product offerings.

The Maclean Hunter acquisition accounted for $107.8 million and $36.5 million of
the increases in operating, selling, general and administrative expenses for the
nine and three month periods from 1994 to 1995,  respectively.  Of the remaining
respective increases of $33.6 million and $12.7 million,  $15.7 million and $4.8
million,  respectively,  are  attributable  to  increases  in the costs of cable
programming as a result of subscriber  growth,  additional channel offerings and
changes in rates, $5.4 million and $1.8 million,  respectively, are attributable
to increases in expenses  associated with the growth in cable  advertising sales
and $12.5 million and $6.1 million,  respectively,  result from increases in the
cost of labor and other volume  related  expenses.  It is  anticipated  that the
Company's  cost of  cable  programming  will  increase  in the  future  as cable
programming rates increase and additional  sources of cable  programming  become
available.

Electronic Retailing

As a result of the QVC  acquisition,  the Company  commenced  consolidating  the
financial  results of QVC,  effective  February 1, 1995, on a current basis. The
following table presents  comparative  pro forma  financial  information for the
nine and three months ended September 30, 1995 and 1994 and is presented  herein
for purposes of analysis and may not reflect what actual operating results would
have been had the Company owned QVC since January 1, 1994 (dollars in millions).

<TABLE>
<CAPTION>
                                                      Nine Months Ended
                                                         September 30,                         Increase
                                                     1995              1994               $                 %
<S>                                               <C>               <C>               <C>                <C>
Net sales from electronic retailing                 $1,107.4           $949.3            $158.1           16.7%
Cost of goods sold from electronic retailing           662.7            577.7              85.0           14.7%
Operating, selling, general and administrative
     expenses                                          266.2            230.0              36.2           15.7%
                                                    --------           ------            ------
Operating income before depreciation
     and amortization (a)                              178.5            141.6              36.9           26.1%

Cost of goods sold as a percentage of net sales         59.8%            60.9%
</TABLE>

<TABLE>
<CAPTION>
                                                      Three Months Ended
                                                          September 30,                        Increase
                                                     1995              1994               $                 %
<S>                                                 <C>               <C>              <C>             <C>
Net sales from electronic retailing                   $391.5           $339.9             $51.6           15.2%
Cost of goods sold from electronic retailing           234.4            208.8              25.6           12.3%
Operating, selling, general and administrative
     expenses                                           97.4             83.9              13.5           16.1%
                                                    --------           ------            ------
Operating income before depreciation
     and amortization (a)                               59.7             47.2              12.5           26.5%

Cost of goods sold as a percentage of net sales         59.9%            61.4%
---------------
<FN>
(a)  See footnote (1) on page 18.
</FN>
</TABLE>


<PAGE>20


                      COMCAST CORPORATION AND SUBSIDIARIES
                                   FORM 10-Q
                        QUARTER ENDED SEPTEMBER 30, 1995

The  consolidation  of QVC's United Kingdom  operations  effective April 1, 1995
resulted in increases in net sales from  electronic  retailing of $26.5  million
and  $14.7  million  for the nine and  three  month  periods  from 1994 to 1995,
respectively.  The remaining  respective  increases of $131.6  million and $36.9
million include QVC's new businesses,  which  contributed $11.7 million and $4.3
million, respectively, and the effects of 9% and 10% increases, respectively, in
the average number of QVC homes receiving QVC services.

The increase in cost of goods sold from electronic retailing is directly related
to the growth in net sales. As a percentage of net sales, cost of goods sold has
remained  relatively constant from 1994 to 1995. The increase in gross margin is
due to a slight change in product mix which  resulted in the decrease in cost of
goods sold as a percentage of net sales.

The  consolidation  of QVC's United Kingdom  operations  effective April 1, 1995
resulted in increases in operating, selling, general and administrative expenses
of $11.8 million and $5.7 million for the nine and three month periods from 1994
to 1995,  respectively.  The remaining respective increases of $24.4 million and
$7.8 million are  attributable to higher sales volume,  increases in advertising
costs and additional costs associated with new businesses.

Cellular Communications

The following table sets forth the operating results for the Company's  cellular
communications segment (dollars in millions).

<TABLE>
<CAPTION>
                                                       Nine Months Ended
                                                          September 30,                        Increase
                                                     1995              1994               $                 %
<S>                                               <C>               <C>                <C>             <C>
Service Income                                        $274.2           $205.4             $68.8           33.5%
Operating, selling, general and administrative
     expenses                                          163.5            116.1              47.4           40.8%
                                                    --------           ------            ------
Operating income before depreciation
     and amortization (a)                              110.7             89.3              21.4           24.0%
</TABLE>

<TABLE>
<CAPTION>
                                                       Three Months Ended
                                                          September 30,                        Increase
                                                     1995              1994               $                 %
<S>                                                <C>                <C>              <C>               <C>
Service Income                                         $97.8            $74.4             $23.4           31.5%
Operating, selling, general and administrative
     expenses                                           57.8             42.6              15.2           35.7%
                                                    --------           ------            ------
Operating income before depreciation
     and amortization (a)                               40.0             31.8               8.2           25.8%
---------------
<FN>
(a)  See footnote (1) on page 18.
</FN>
</TABLE>

Of the  increases  in service  income for the nine and three month  periods from
1994 to 1995, $77.0 million and $25.4 million, respectively, are attributable to
the Company's  subscriber growth,  $9.5 million and $3.7 million,  respectively,
are  attributable  to growth in roamer revenue as a result of the overall growth
in the cellular  industry and $2.0 million and $1.1 million,  respectively,  are
attributable to new products.  Offsetting these increases are decreases of $19.7
million and $6.8 million, respectively, resulting from reductions

<PAGE>21


                      COMCAST CORPORATION AND SUBSIDIARIES
                                   FORM 10-Q
                        QUARTER ENDED SEPTEMBER 30, 1995

in average  minutes-of-use per cellular subscriber from 1994 to the same periods
in 1995.  The Company  expects that the decrease in average  minutes-of-use  per
cellular subscriber to continue in the future, which is consistent with industry
trends.

Of the increases in operating,  selling, general and administrative expenses for
the nine and three  month  periods  from 1994 to 1995,  $24.6  million  and $6.5
million,  respectively, are related to subscriber growth, including the costs to
acquire and service  subscribers.  The remaining  increases of $22.8 million and
$8.7 million,  respectively,  are due to increases in other expenses,  including
subscriber retention costs, theft of service and administrative costs.

Consolidated Analysis

The  increases  in  depreciation  and  amortization   expense  are  due  to  the
acquisitions of QVC and Maclean Hunter, the effects of the rebuild of certain of
the Company's cellular equipment,  as described below, and capital  expenditures
during the periods.

In 1995, the Company's cellular division purchased  approximately $172.0 million
of switching and cell site equipment  which replaced the existing  switching and
cell site equipment.  The Company  completed the rebuild in the third quarter of
1995. In  accordance  with the  provisions of Statement of Financial  Accounting
Standards No. 121,  "Accounting for the Impairment of Long-Lived  Assets and for
Long-Lived  Assets to be  Disposed  Of," during the first  quarter of 1995,  the
Company charged to its results of operations  approximately $110.0 million which
represented the difference  between the net book value of the equipment replaced
and the  residual  value  realized  upon  its  disposal.  This  charge  has been
reflected in the Company's  condensed  consolidated  statement of operations and
accumulated deficit as a component of depreciation and amortization expense.

The increases in interest  expense are primarily due to increased levels of debt
associated  with  the  acquisitions  of QVC  and  Maclean  Hunter.  The  Company
anticipates  that,  for  the  foreseeable  future,  interest  expense  will be a
significant  cost to the Company and will have a significant  adverse  effect on
the  Company's  ability to realize net  earnings.  The Company  believes it will
continue to be able to meet its obligations through its ability both to generate
operating  income before  depreciation  and  amortization and to obtain external
financing.

The Company has entered into  interest rate  protection  agreements to limit the
Company's  exposure to loss from adverse  fluctuations  in interest rates. As of
September  30, 1995,  $815.0  million of the  Company's  variable  rate debt was
protected by these  products.  Such  agreements  mature on various dates through
1997 and the related  differentials  to be paid or received are recognized  over
the terms of the agreements.

The increase in investment  income for the nine months ended  September 30, 1995
is  principally  due to the  effects  of the  Heritage  Transaction  and  Nextel
Transaction.  The  increase for the three  months  ended  September  30, 1995 is
principally  due to  the  effects  of  the  Nextel  Transaction.  The  remaining
increases for these periods are due to increases in the Company's  cash and cash
equivalents and short term investments.

The increases in equity in net losses of affiliates are due to increased  losses
incurred by the Company's  international investees as well as losses incurred by
STV and certain  programming investees.

The changes in minority interest and other from 1994 to the same periods in 1995
are attributable to minority interests in the net income or loss of QVC, Maclean
Hunter and the Company's United Kingdom  operations,  as well as losses incurred
relating to the net  realizable  value of certain of the Company's  investments,
principally in affiliates.


<PAGE>22


                      COMCAST CORPORATION AND SUBSIDIARIES
                                   FORM 10-Q
                        QUARTER ENDED SEPTEMBER 30, 1995

The increases in income tax expense  (benefit)  from 1994 to the same periods in
1995  are  primarily  attributable  to the  consolidation  of QVC for  financial
reporting purposes.

The Company incurred debt extinguishment  costs totaling $8.3 million during the
nine and three months ended  September 30, 1995, as a result of refinancing  the
indebtedness  of certain  subsidiaries,  resulting  in the Company  recording an
extraordinary  loss,  net of tax, of $5.4 million or $.02 per share.  During the
nine months ended  September  30, 1994,  the Company paid  premiums and expensed
unamortized debt acquisition costs totaling $18.0 million, primarily as a result
of the redemption of its $150.0 million,  11-7/8% senior subordinated debentures
due 2004,  resulting in the Company recording an extraordinary loss, net of tax,
of $11.7 million or $.05 per share.

The  Company  believes  that  its  operations  are not  materially  affected  by
inflation.

For the nine and three months ended  September 30, 1995 and 1994,  the Company's
earnings before extraordinary items, income tax expense (benefit), equity in net
losses of affiliates and fixed charges  (interest  expense) were $452.5 million,
$211.5 million,  $179.9 million and $68.4 million,  respectively.  For the three
months ended  September  30, 1995,  such earnings  exceeded the Company's  fixed
charges of $137.8 million. Excluding the pre-tax gain of $141 million recognized
in the first quarter of 1995 in connection with the Heritage  Transaction,  such
earnings  were not  adequate  to cover the  Company's  fixed  charges  of $388.4
million,  $228.5  million and $75.7 million for the nine months ended  September
30, 1995 and 1994 and the three months ended  September 30, 1994,  respectively.
Fixed charges include non-cash interest of $41.4 million,  $40.1 million,  $14.0
million and $13.8 million for the nine and three months ended September 30, 1995
and 1994,  respectively.  For all  applicable  periods,  the inadequacy of these
earnings to cover fixed  charges is primarily  due to the  substantial  non-cash
charges for depreciation and amortization  expense,  including the first quarter
1995 charge  associated  with the rebuild of certain of the  Company's  cellular
equipment.

The Company  believes that its losses and  inadequacy of earnings to cover fixed
charges will not  significantly  affect the  performance of its normal  business
activities  because of its existing  cash and cash  equivalents  and  short-term
investments,  its ability to generate  operating income before  depreciation and
amortization and its ability to obtain external financing.

Cable Rate Regulation Developments

The Company  currently  is seeking to justify  rates for  regulated  services in
certain of its cable systems in the States of New Jersey and  Connecticut on the
basis of cost-of-service  showings. A settlement has been reached with the State
of New Jersey with respect to rates for basic cable services and equipment.  The
State of  Connecticut  has ordered  the Company to reduce  rates for basic cable
services and  equipment  and to make  refunds to  subscribers.  The  Connecticut
decision  has been  appealed  to the FCC.  The  Company  and the FCC staff  have
reached   agreement,    subject   to   Commission   approval,   on   outstanding
cost-of-service  rate complaints for cable  programming  services for systems in
the States of New Jersey and  Connecticut.  The  proposed  settlement  will also
resolve  outstanding  complaints  with regard to "benchmark"  rate regulation in
other systems.  Absent  legislative,  administrative or judicial relief, the FCC
regulations  will  continue  to  adversely  affect  the  Company's   results  of
operations.



<PAGE>23


                      COMCAST CORPORATION AND SUBSIDIARIES
                                   FORM 10-Q
                        QUARTER ENDED SEPTEMBER 30, 1995

PART II. OTHER INFORMATION

     ITEM 1.  Legal Proceedings

     1.   In March 1995, the Company  entered into  agreements to settle various
          disputes pending in the courts and at the FCC regarding the ownership,
          operation and transfer of the license for a cellular  telephone system
          in the Atlantic City, New Jersey MSA. As part of that settlement,  the
          Company,  in  June  1995,  purchased  an 80%  interest  in a  cellular
          telephone  system in the  Vineland,  New Jersey RSA and an  additional
          9.3% interest in a cellular telephone system in the Atlantic City MSA.
          The remaining portion of the settlement, which resolves various claims
          and disputes  and in addition  involves the transfer to the Company of
          control of the Atlantic City cellular  telephone system, is subject to
          a favorable  determination  at the FCC of  proceedings  concerning the
          status of the current Atlantic City cellular licensee, approval by the
          FCC of the  transfer to the  Company of the  cellular  license,  other
          regulatory approvals and consents of third parties.

     ITEM 6.    Exhibits and Reports on Form 8-K

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

          10.1/*/   Credit  Agreement,  dated as of September 14, 1995,  between
                    Comcast  Cellular  Communications,  Inc.,  the banks  listed
                    therein,  The Bank of New York, Barclays Bank PLC, The Chase
                    Manhattan Bank, N.A., PNC Bank,  National  Association,  and
                    The Toronto-Dominion  Bank, as Arranging Agents, and Toronto
                    Dominion (Texas), Inc., as Administrative Agent.

          10.2/*/   Credit  Agreement,  dated as of September 19, 1995,  between
                    Comcast Holdings,  Inc., the banks listed therein, The Chase
                    Manhattan Bank, N.A., as Arranging Agent,  Bank of Montreal,
                    CIBC Inc.,  The  Long-term  Credit  Bank of Japan,  Limited,
                    Royal  Bank of Canada  and  Societe  Generale,  as  Managing
                    Agents,   and   The   Chase   Manhattan   Bank,   N.A.,   as
                    Administrative Agent.

          10.3      The  Comcast  Corporation   Retirement-Investment  Plan,  as
                    amended  and  restated  effective  January 1, 1993  (revised
                    through  September  30, 1995)  (incorporated by reference to
                    Exhibit 10.1 to the Form S-8 of Comcast Corporation filed on
                    October 5, 1995).

          10.4      Defined  Contribution  Plans Master Trust Agreement  Between
                    Comcast  Corporation and State Street Bank and Trust Company
                    (incorporated  by  reference to Exhibit 10.2 to the Form S-8
                    of Comcast Corporation filed on October 5, 1995).

          27.1      Financial Data Schedule.

          /*/       Pursuant to Item  601(b)(4)(iii)(A)  of Regulation  S-K, the
                    Registrant  agrees  to  furnish  a copy  of  the  referenced
                    agreement to the Commission upon request.

     (b) Reports on Form 8-K - None





<PAGE>24


                      COMCAST CORPORATION AND SUBSIDIARIES
                                   FORM 10-Q
                        QUARTER ENDED SEPTEMBER 30, 1995

                                   SIGNATURE

     Pursuant to the  Requirements  of the  Securities and 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 S. Smith
                                        ----------------------------------
                                            Lawrence S. Smith
                                            Senior Vice President
                                            Accounting and Administration
                                           (Chief Accounting Officer)



Date: November 14, 1995