================================================================================
                                    FORM 10-K
                         ------------------------------
                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549
     (Mark One)
          [X]  ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
               SECURITIES EXCHANGE ACT OF 1934
               FOR THE FISCAL YEAR ENDED

                                DECEMBER 31, 2000

                                       OR
          [ ]  TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
               SECURITIES EXCHANGE ACT OF 1934
               FOR THE TRANSITION PERIOD FROM ___________ TO ____________

                        Commission file number 333-30745

                       COMCAST CABLE COMMUNICATIONS, INC.
             (Exact name of registrant as specified in its charter)


             DELAWARE                                         23-2175755
    (State or other jurisdiction                          (I.R.S. Employer
  of 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
                        --------------------------------

           SECURITIES REGISTERED PURSUANT TO SECTION 12(b) OF THE ACT:

                                      NONE
                          ----------------------------

           SECURITIES REGISTERED PURSUANT TO SECTION 12(g) OF THE ACT:

                                      NONE
                          ----------------------------

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 12 months (or for such  shorter  period that the  Registrant  was
required  to file  such  reports)  and  (2)  has  been  subject  to such  filing
requirements for the past 90 days.
               Yes   X                        No
                   -----                          -----
                           --------------------------
Indicate by check mark if disclosure of delinquent  filers  pursuant to Item 405
of Regulation  S-K is not contained  herein,  and will not be contained,  to the
best of Registrant's  knowledge,  in definitive proxy or information  statements
incorporated  by  reference in Part III of this Form 10-K or any  amendments  to
this Form 10-K.
                                                                [Not applicable]
                           --------------------------

As of December 31, 2000, there were 138.89 shares of Common Stock outstanding.

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

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

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

                       DOCUMENTS INCORPORATED BY REFERENCE

                                      NONE

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

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<PAGE>
                       COMCAST CABLE COMMUNICATIONS, INC.
                          2000 FORM 10-K ANNUAL REPORT

                                TABLE OF CONTENTS
                                     PART I
Item 1   Business.............................................................1
Item 2   Properties..........................................................13
Item 3   Legal Proceedings...................................................13
Item 4   Submission of Matters to a Vote of Security Holders.................13

                                     PART II
Item 5   Market for the Registrant's Common Equity and
         Related Stockholder Matters.........................................14
Item 6   Selected Financial Data.............................................14
Item 7   Management's Discussion and Analysis of Financial Condition
         and Results of Operations...........................................15
Item 8   Financial Statements and Supplementary Data.........................20
Item 9   Changes in and Disagreements with Accountants on Accounting
         and Financial Disclosure............................................41

                                    PART III
Item 10  Directors and Executive Officers of the Registrant..................41
Item 11  Executive Compensation..............................................41
Item 12  Security Ownership of Certain Beneficial Owners and Management......41
Item 13  Certain Relationships and Related Transactions......................41

                                     PART IV
Item 14  Exhibits, Financial Statement Schedules and Reports on Form 8-K.....42
SIGNATURES...................................................................44


     This Annual  Report on Form 10-K is for the year ended  December  31, 2000.
This Annual Report modifies and supersedes  documents filed prior to this Annual
Report. The SEC allows us to "incorporate by reference" information that we file
with them,  which means that we can  disclose  important  information  to you by
referring you directly to those documents. Information incorporated by reference
is considered to be part of this Annual Report. In addition, information that we
file  with  the  SEC in the  future  will  automatically  update  and  supersede
information  contained in this Annual Report.  In this Annual  Report,  "Comcast
Cable," "we," "us" and "our" refer to Comcast Cable Communications, Inc. and its
subsidiaries.

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

Factors Affecting Future Operations

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

     In addition, our businesses may be affected by, among other things:

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

<PAGE>

                                     PART I

ITEM 1    BUSINESS

     We are principally engaged in developing,  managing and operating broadband
communications networks. We are currently the third largest cable communications
system operator in the United States and are in the process of deploying digital
cable  applications  and high- speed cable modem  service to expand the products
available on our cable communications networks.

     We are an indirect  wholly owned  subsidiary  of Comcast  Corporation.  Our
consolidated cable operations served  approximately 7.6 million  subscribers and
passed  approximately 12.7 million homes in the United States as of December 31,
2000.  We and Comcast have  entered  into an  agreement  to acquire,  subject to
receipt  of  necessary  regulatory  and other  approvals,  up to  700,000  cable
subscribers from AT&T Corp. Upon completion of this pending  transaction,  which
is expected to close by the end of the second  quarter of 2001 and the merger of
Comcast  Cablevision  of  Philadelphia  Area I, Inc.  with and into us, which is
expected  to close  by the end of the  third  quarter  of  2001,  we will  serve
approximately 8.4 million subscribers.

     We are a  Delaware  corporation  that was  organized  in 1981.  We have our
principal  executive offices at 1500 Market Street,  Philadelphia,  Pennsylvania
19102-2148.  Our telephone  number is (215) 665-1700.  We also have a world wide
web site at  http://www.comcast.com.  The information  posted on our web site is
not incorporated into this Annual Report.

                      GENERAL DEVELOPMENTS OF OUR BUSINESS

     We entered  into a number of  significant  transactions  in 2000 which have
closed or are expected to close in 2001. We have summarized  these  transactions
below and have more fully described them in Note 3 to our consolidated financial
statements in Item 8 of this Annual Report.

Pending Transactions as of December 31, 2000

     Adelphia Cable Systems Exchange

     On January 1, 2001, we and Comcast completed our previously announced cable
systems  exchange  with  Adelphia  Communications  pursuant to which we received
cable  communications  systems serving  approximately  460,000  subscribers from
Adelphia.  In exchange,  Adelphia  received certain of our cable  communications
systems serving approximately 440,000 subscribers.

     AT&T Cable Systems Acquisition

     In August  2000,  we and Comcast  entered  into an  agreement  with AT&T to
acquire cable communications systems serving up to 700,000 subscribers from AT&T
in exchange  for AT&T  common  stock that we and  Comcast  currently  own or may
acquire, in a transaction  intended to qualify as tax-free to us, to Comcast and
to AT&T.  The  transaction  is  subject  to  customary  closing  conditions  and
regulatory  approvals and is expected to close by the end of the second  quarter
2001.

     Philadelphia Area I Merger

     Comcast  intends to merge,  subject to receipt of necessary  regulatory and
other approvals,  its subsidiary,  Comcast  Cablevision of Philadelphia  Area I,
Inc.  ("Greater   Philadelphia"),   a  cable   communications   company  serving
approximately  85,000 subscribers in Philadelphia,  Pennsylvania,  with and into
us. Upon completion of the merger,  which is expected to close by the end of the
third quarter of 2001,  the operating  results of Greater  Philadelphia  will be
included in our  consolidated  financial  statements  from the June 1999 date of
Comcast's acquisition of Greater Philadelphia.

Completed Transactions During 2000

     Acquisition of Lenfest Communications, Inc.

     In January 2000,  Comcast  acquired Lenfest  Communications,  Inc., a cable
communications  company serving  approximately 1.1 million subscribers primarily
in the  Philadelphia  area  from  AT&T and the other  Lenfest  stockholders  for
approximately  120.1 million shares of Comcast Class A Special Common Stock with
a value of $6.014 billion. In connection with Comcast's  acquisition of Lenfest,
Comcast assumed  approximately $1.326 billion of debt.  Immediately upon closing
of Comcast's acquisition of Lenfest,  Lenfest was merged with and into Comcast's
wholly owned  subsidiary,  Comcast LCI Holdings,  Inc., with LCI Holdings as the
successor to Lenfest.  In August 2000, LCI Holdings was merged with and into us.
The operating results of LCI Holdings are included in our consolidated financial
statements from the January 2000 date of Comcast's acquisition of Lenfest.

     Acquisition of CalPERS' Interest in Jointly Owned Cable Properties

     In February 2000, we acquired the California  Public  Employees  Retirement
System's  45% interest in Comcast MHCP  Holdings,  L.L.C.,  formerly a 55% owned
consolidated  subsidiary  of ours,  which serves  subscribers  in Michigan,  New
Jersey and Florida. As a result, we now


<PAGE>

own 100% of Comcast MHCP. The consideration was $750.0 million in cash.

     Acquisition of Remaining Interest in Jones Intercable, Inc.

     In April 1999, Comcast acquired a controlling interest in Jones Intercable,
Inc. and contributed  such interest to us. In March 2000,  Comcast acquired from
the public  shareholders  the approximate  60% interest in Jones  Intercable not
previously held by us for  approximately  35.6 million shares of Comcast Class A
Special Common Stock with a value of $1.727 billion.  Immediately  upon closing,
Jones  Intercable  was merged with and into Comcast's  wholly owned  subsidiary,
Comcast  JOIN  Holdings,  Inc.,  with JOIN  Holdings as the  successor  to Jones
Intercable.  In August  2000,  JOIN  Holdings  was merged  with and into us. The
operating  results of JOIN Holdings are included in our  consolidated  financial
statements  from the April 1999 date of Comcast's  acquisition  of a controlling
interest in Jones Intercable.

     Acquisition of Prime Communications LLC

     In  August   2000,   we  acquired   Prime   Communications   LLC,  a  cable
communications  company serving approximately 406,000 subscribers,  for cash and
through our  conversion  to equity of  previously  made loans to Prime that were
contributed  by Comcast to us.  Upon  closing of our  acquisition  of Prime,  we
assumed and immediately repaid $532.0 million of Prime's debt with proceeds from
borrowings under existing credit facilities.

     Consolidation of Comcast Cablevision of Garden State, L.P.

     Comcast   Cablevision  of  Garden  State,  L.P.  ,  formerly  Garden  State
Cablevision L.P., a cable communications  company serving  approximately 216,000
subscribers in New Jersey,  is a partnership  which was owned 50% by Lenfest and
50% by Comcast.  As a result of Comcast's  contribution  of its 50%  partnership
interest in Garden State Cable to us in December 2000, we now own 100% of Garden
State  Cable.  As such,  the  operating  results of Garden State Cable have been
included in our consolidated  financial statements from the January 2000 date of
Comcast's acquisition of Lenfest.

     AT&T Cable Systems Exchange

     On December 31, 2000,  we and Comcast  completed our  previously  announced
cable  systems  exchange  with AT&T Corp.  pursuant to which we  received  cable
communications  systems serving approximately 770,000 subscribers.  In exchange,
AT&T received certain of our cable communications  systems serving approximately
700,000 subscribers.

                           DESCRIPTION OF OUR BUSINESS

     Technology and Capital Improvements

     Our cable communications networks receive signals by means of:
     o special  antennae,
     o microwave relay systems,
     o earth stations, and
     o coaxial and fiber optic cables.

     Products and Services

     We offer a variety  of  services  over our cable  communications  networks,
including  traditional  analog video and new services  such as digital cable and
high- speed cable  modem  service.  Available  service  offerings  depend on the
bandwidth capacity of the cable communications system.  Bandwidth,  expressed in
megahertz (MHz), is a measure of information-carrying  capacity. It is the range
of usable frequencies that can be carried by a cable communications  system. The
greater the bandwidth, the greater the capacity of the system. As of January 31,
2001,  approximately 84% of our cable subscribers were served by a system with a
capacity of at least 550-MHz and approximately 70% of our cable subscribers were
served by a system with a capacity of at least 750-MHz.

     Digital  compression  technology  enables us to substantially  increase the
number  of  channels  our  cable  communications   systems  can  carry.  Digital
compression  technology  converts  up to twelve  analog  signals  into a digital
format and compresses such signals into the bandwidth  normally  occupied by one
analog signal. At the home, a set-top video terminal converts the digital signal
into  analog  signals  that can be viewed on a normal  television  set.  Digital
compression  technology enables us to provide a significant number of additional
programming choices to our subscribers.

     We are deploying  fiber optic cable and upgrading the technical  quality of
our cable communications  networks. As a result, the reliability and capacity of
our  systems  have  increased,  aiding  in  the  delivery  of  additional  video
programming and other services such as enhanced digital video,  high-speed cable
modem service and, in some areas, telephony.

                                      - 2 -

<PAGE>
     We will  incur  significant  capital  expenditures  in the  future  for the
upgrading and rebuilding of the cable  communications  systems acquired or to be
acquired by us as a result of Comcast's  acquisitions of Lenfest  Communications
and Jones Intercable,  the systems exchanges with AT&T and Adelphia,  as well as
the pending systems acquisition from AT&T.

     Franchises

     Cable   communications   systems  are   constructed   and  operated   under
non-exclusive  franchises granted by state or local governmental authorities for
varying lengths of time and are subject to federal,  state and local legislation
and regulation. Our franchises typically provide for periodic payment of fees to
franchising  authorities of up to 5% of "revenues" (as defined by each franchise
agreement).  We normally pass those fees on to  subscribers.  In many cases,  we
need the consent of the franchising authority to transfer our franchises.

     Although  franchises  historically have been renewed,  renewals may include
less  favorable  terms and  conditions.  Under existing law,  franchises  should
continue to be renewed for  companies  that have provided  adequate  service and
have complied  generally with franchise  terms.  The  franchising  authority may
choose to award additional  franchises to competing companies at any time. As of
January 31, 2001, we served  approximately  1,775  franchise areas in the United
States.

     Traditional Analog Video Services

     We  receive  the  majority  of our  revenues  from  subscription  services.
Subscribers  typically pay us on a monthly  basis and generally may  discontinue
services  at any time.  Monthly  subscription  rates and  related  charges  vary
according  to the type of service  selected  and the type of  equipment  used by
subscribers.

     We offer a full range of traditional analog video services.  We tailor both
our basic channel  line-up and our additional  channel  offerings to each system
according  to  demographics,   programming   preferences,   competition,   price
sensitivity and local  regulation.  Our service  offerings include the following
programming packages:

     o basic programming,

     o expanded basic programming,

     o premium services, and

     o pay-per-view programming.

     All of our video subscribers receive our basic cable service.  This service
generally consists of national television networks,  local broadcast television,
locally- originated  programming,  including governmental and public access, and
limited satellite-delivered programming.

     Our expanded basic cable service includes a group of satellite-delivered or
non-broadcast  channels such as  Entertainment  and Sports  Programming  Network
(ESPN),  Cable News  Network  (CNN) and MTV Networks  (MTV),  in addition to the
basic channel line-up.

     For an  additional  monthly  fee,  subscribers  can also  subscribe  to our
premium  services either  individually or in packages of several  channels.  Our
premium  services  generally offer,  without  commercial  interruption,  feature
motion  pictures,  live and taped  sporting  events,  concerts and other special
features.  The charge for premium  services  depends  upon the type and level of
service selected by the subscriber.  Our premium services may include  offerings
such as:

     o Home Box Office(R),

     o Cinemax(R),

     o Showtime(R),

     o The Movie Channel(TM),

     o Encore(R), and

     o Starz(R).

     Our  pay-per-view  service permits our subscribers to order, for a separate
fee,  individual  feature motion  pictures and special event  programs,  such as
professional  boxing,  professional  wrestling  and  concerts  on  an  unedited,
commercial-free basis.

     New Service Offerings

     The high bandwidth capacity of our cable communications networks enables us
to deliver  substantially  more  channels  and/or new and advanced  products and
services to our  subscribers.  A variety of emerging  technologies and the rapid
growth of the Internet  have  presented  us with  substantial  opportunities  to
provide new or expanded  products and services to our  subscribers and to expand
our  sources of revenue.  As a result,  we have  introduced  the  following  new
services for the benefit of both our residential and commercial subscribers:

    o    digital cable television service, and

    o    high-speed cable modem service installed in
         personal computers.

     We have and will  continue to upgrade our cable  communications  systems so
that we can  provide  these  and  other new  services  such as video on  demand,
commonly

                                      - 3 -
<PAGE>

known as VOD,  interactive  television  and cable  telephony more rapidly to our
subscribers.

     Digital Cable Service

     We offer digital cable television  services to subscribers in substantially
all of our cable communi- cations systems.

     Subscribers  to our digital  cable  service may receive a mix of additional
television  programming,  an interactive  program guide and multiple channels of
digital music. The additional programming falls into four categories:

     o additional expanded basic channels,

     o additional premium channels,

     o "multiplexes"  of  premium  channels  to  which a  subscriber  previously
       subscribed,  such as multiple  channels  of Home Box Office or  Showtime,
       which are varied as to time of broadcast or  programming  content  theme,
       and

     o additional  pay-per-view  programming,  such as more pay-per-view options
       and/or  frequent  showings  of the most  popular  films to  provide  near
       video-on-demand.

     Subscribers  typically pay us on a monthly basis for digital cable services
and generally may discontinue  services at any time. Monthly  subscription rates
vary  generally  according  to the level of  service  and the  number of digital
converters  selected  by the  subscriber.  We  expect  that  purchases  of these
services by our subscribers will increase in the future.

     High-Speed Cable Modem Service

     We market Excite@Home's  high-speed cable modem services as Comcast@Home in
areas  served  by  certain  of our  cable  communications  systems.  Residential
subscribers  can  connect  their  personal  computers  via  cable  modems  to  a
high-speed  national network  developed and managed by Excite@Home.  Subscribers
can then access online  information,  including  the Internet,  at faster speeds
than that of  conventional  modems.  We also provide  businesses  with  Internet
connectivity solutions and networked business applications.  We provide national
and local content and sell advertising to businesses.

     Other Revenue Sources

     We also generate revenues from advertising  sales,  installation  services,
commissions from electronic  retailing and other services.  We generate revenues
from the sale of advertising time to local, regional and national advertisers on
non-broadcast channels.

     Sales and Marketing

     Our sales  efforts are primarily  directed  toward  generating  incremental
revenues in our franchise  areas and  increasing  the number of  subscribers  we
serve. We sell our products and services through:

     o telemarketing,

     o direct mail advertising,

     o door-to-door selling,

     o cable television advertising,

     o local media advertising, and

     o retail outlets.

     Programming

     We generally pay a monthly fee per subscriber per channel.  Our programming
costs are increased by:

     o increases in the number of subscribers,

     o expansion of the number of channels provided to customers, and

     o increases in contract rates from programming suppliers.

     We attempt to secure long-term  programming contracts with volume discounts
and/or  marketing  support  and  incentives  from  programming  suppliers.   Our
programming  contracts  are generally for a fixed period of time and are subject
to negotiated renewal. We have experienced  increases in our cost of programming
and we anticipate that future contract renewals will result in programming costs
that are higher than our costs today, particularly for sports programming.

     We utilize  interactive  programming guides to provide our subscribers with
current  programming  information,  as well as  advertising  and other  content.
Comcast recently formed a joint venture with other companies,  including various
cable companies, to develop additional sources for the interactive guide.

     Customer Service

     We manage most of our cable communications  systems in geographic clusters.
Clustering  improves  our ability to sell  advertising,  enhances our ability to
efficiently introduce and market new products, and allows us to more efficiently
and effectively provide customer

                                      - 4 -
<PAGE>

service and support.  As part of our clustering  strategy,  we have consolidated
our local customer  service  operations into large regional call centers.  These
regional  call  centers have  technologically  advanced  telephone  systems that
provide 24-hour per day, 7-day per week call answering capability, telemarketing
and other services.

     Our Cable Communications Systems

     The table below  summarizes  certain  subscriber  information for our cable
communications  systems as of December 31 (homes,  subscribers and subscriptions
in thousands):

<TABLE>
<CAPTION>
<S>                                              <C>           <C>       <C>        <C>        <C>
                                                  2000(9)     1999(9)      1998       1997       1996
                                                ----------- ----------- ---------- ---------- ----------
Cable
     Homes Passed (1)........................     12,503        9,358     7,382      7,138      6,975
     Subscribers (2).........................      7,522        5,642     4,511      4,366      4,280
     Penetration (3).........................       60.2%        60.3%     61.1%      61.2%      61.4%

Digital Cable
     "Digital Ready" Subscribers (4).........      7,173        4,559     1,570
     Subscriptions (5).......................      1,339          515        78
     Penetration (6).........................       18.7%        11.3%      5.0%

Comcast@Home
     "Modem Ready" Homes Passed (7)..........      6,360        3,259     1,804        866
     Subscribers.............................        400          142        51         10
     "Modem Ready" Penetration (8)...........        6.3%         4.4%      2.8%       1.2%

---------------
<FN>
(1)  A home is "passed" if we can connect it to our distribution  system without
     further extending the transmission lines.
(2)  A dwelling with one or more television sets connected to a system counts as
     one cable subscriber.
(3)  Cable  penetration means the number of cable subscribers as a percentage of
     cable homes passed.
(4)  A subscriber is "digital  ready" if the  subscriber is in a market where we
     have launched our digital cable service.
(5)  Each digital converter box counts as one digital cable subscription.
(6)  Digital cable penetration  means the number of digital cable  subscriptions
     as a percentage of "digital  ready"  subscribers.  Certain  subscribers may
     have multiple digital cable subscriptions.
(7)  A home passed is "modem ready" if we can connect it to our Internet service
     connection system without further upgrading the transmission lines.
(8)  "Modem ready" penetration means the number of Comcast@Home subscribers as a
     percentage of "modem ready" homes passed.
(9)  In April 1999,  Comcast  acquired  and  contributed  to us its  controlling
     interest  in Jones  Intercable,  Inc.  In January  2000,  Comcast  acquired
     Lenfest  Communications,  Inc. and in August 2000 the  successor to Lenfest
     was  merged  with  and  into  us.  In  August  2000,   we  acquired   Prime
     Communications LLC. In 2000, we began consolidating  Comcast Cablevision of
     Garden  State,  L.P.  as a  result  of  Comcast's  contribution  of its 50%
     interest in Garden State Cable to us in December  2000.  On January 1, 2001
     and December 31, 2000, we and Comcast completed our cable systems exchanges
     with Adelphia Communications and AT&T Corp.,  respectively.  The subscriber
     information  as of December 31, 2000  excludes the effects of our exchanges
     with Adelphia and AT&T.
</FN>
</TABLE>

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

     Competition

     Our cable communications systems compete with a number of different sources
which provide news,  information  and  entertainment  programming  to consumers,
including:

     o   local television  broadcast  stations that provide off-air  programming
         which can be received using a roof-top antenna and television set,

     o   program  distributors that transmit  satellite signals containing video
         programming,  data and other information to receiving dishes of varying
         sizes located on the subscriber's premises,

     o   satellite master antenna television  systems,  commonly known as SMATV,
         which generally serve condominiums,  apartment and office complexes and
         residential developments,

     o   other operators who build and operate  communi-  cations systems in the
         same communities that we serve,

     o   interactive online computer services,

     o   newspapers, magazines and book stores,

                                      - 5 -
<PAGE>



     o   movie theaters,

     o   live concerts and sporting events, and

     o   home video products.

     In order to compete  effectively,  we strive to  provide,  at a  reasonable
price to subscribers:

     o   superior technical performance,

     o   superior customer service,

     o   a greater variety of video programming, and

     o   new products and services.

     Federal  law allows  local  telephone  companies  to  provide,  directly to
subscribers,  a wide  variety of services  that are  competitive  with our cable
communications  services.  Some  local  telephone  companies  provide or plan to
provide video services within and outside their telephone  service areas through
a variety of methods,  including cable networks,  satellite program distribution
and wireless transmission facilities.

     A local telephone company, Ameritech, and facilities-based competitors such
as RCN Corporation and Knology  Holdings,  Inc., among others,  are now offering
cable  and  other  communications  services  in  various  areas  where  we  hold
franchises.  We anticipate that  facilities-  based  competitors will develop in
other franchise areas that we serve.

     Local  telephone  companies  and other  businesses  construct  and  operate
communications  facilities  that provide  access to the Internet and  distribute
interactive  computer-based services, data and other non-video services to homes
and businesses. These competitors are not required, in certain circumstances, to
comply  with  some  of  the   material   obligations   imposed  upon  our  cable
communications  systems  under our  franchises.  We are  unable to  predict  the
likelihood  of success of  competing  video or cable  service  ventures by local
telephone  companies  or other  businesses.  Nor can we predict the impact these
competitive ventures might have on our business and operations.

     We  operate  each  of  our  cable  communications  systems  pursuant  to  a
non-exclusive franchise that is issued by the community's governing body such as
a city council,  a county board of  supervisors  or a state  regulatory  agency.
Federal law prohibits franchising authorities from unreasonably denying requests
for additional  franchises,  and it permits  franchising  authorities to operate
cable systems. Companies that traditionally have not provided cable services and
that have  substantial  financial  resources (such as public  utilities that own
certain of the poles to which our cables are  attached)  may also  obtain  cable
franchises and may provide competing communications services.

     In the past few years,  Congress  has enacted  legislation  and the Federal
Communications  Commission,  commonly  known as the FCC, has adopted  regulatory
policies intended to provide a more favorable operating environment for existing
and new technologies that provide, or have the potential to provide, substantial
competition to our cable  communications  systems.  These  technologies  include
direct  broadcast  satellite  service,  commonly  known  as DBS,  among  others.
According to recent  government and industry reports,  conventional,  medium and
high-power  satellites  currently provide video programming to over 14.5 million
individual  households,  condominiums,  apartment  and office  complexes  in the
United States. DBS providers with high-power satellites typically offer to their
subscribers  more  than  300  channels  of  programming,  including  programming
services  substantially  similar  to  those  provided  by  cable  communications
systems.

     DBS service can be received  virtually  anywhere in the continental  United
States through the installation of a small roof top or side-mounted antenna. DBS
systems use video  compression  technology  to  increase  channel  capacity  and
digital  technology to improve the quality of the signals  transmitted  to their
subscribers.  Our digital cable  service is  competitive  with the  programming,
channel capacity and the digital quality of signals  delivered to subscribers by
DBS systems.  We are and will  continue to deploy  digital  cable service in the
communities that we serve.

     Two  major  companies,   DirecTV  and  Echostar,   are  currently  offering
nationwide high-power DBS services. Federal legislation establishes, among other
things, a permanent compulsory copyright license that permits satellite carriers
to retransmit  local  broadcast  television  signals to  subscribers  who reside
inside the local television  station's market.  These companies are transmitting
local broadcast  signals in many markets which we serve. As a result,  satellite
carriers are more competitive to cable  communications  system operators like us
because they offer programming which more closely resembles what we offer. These
companies and others are also developing  ways to bring advanced  communications
services to their  customers.  They are currently  offering  satellite-delivered
high-speed  Internet  access  services  with a  telephone  return  path  and are
beginning to provide true  two-way  interactivity.  We are unable to predict the
effects  these  competitive   developments   might  have  on  our  business  and
operations.

     Our cable  communications  systems also compete for subscribers  with SMATV
systems.  SMATV system  operators  typically are not subject to regulation  like
local

                                      - 6 -

<PAGE>



franchised  cable   communications   system   operators.   SMATV  systems  offer
subscribers both improved reception of local television stations and many of the
same  satellite-delivered  programming  services  offered  by  franchised  cable
communications  systems. In addition, some SMATV operators are developing and/or
offering packages of telephony,  data and video services to private  residential
and commercial  developments.  SMATV system operators often enter into exclusive
service  agreements with building owners or homeowners'  associations,  although
some states have enacted laws to provide cable communications  systems access to
these complexes.  Courts have reviewed challenges to these laws and have reached
varying results.

     Many of our cable communications  systems are currently offering high-speed
cable modem  services to  subscribers.  These  systems  compete with a number of
other companies, many of whom have substantial resources, such as:

     o   existing Internet service providers, commonly known as ISPs,

     o   local telephone companies, and

     o   long distance telephone companies.

     A number of companies,  including telephone companies and ISP's, have asked
local,  state and  federal  governments  to mandate  that  cable  communications
systems  operators  provide capacity on their broadband  infrastructure  so that
these  companies  and  others  may  deliver   high-speed   Internet  access  and
interactive television services directly to customers over cable facilities.

     The deployment of Digital Subscriber Line technology,  known as DSL, allows
Internet access to subscribers at data  transmission  speeds equal to or greater
than that of modems  over  conventional  telephone  lines.  Numerous  companies,
including telephone companies, have introduced DSL service and certain telephone
companies are seeking to provide high-speed broadband services without regard to
present service boundaries and other regulatory  restrictions.  We are unable to
predict the likelihood of success of competing  online  services  offered by our
competitors or what impact these  competitive  ventures may have on our business
and operations.

     We expect advances in communications  technology, as well as changes in the
marketplace  and the  regulatory  and  legislative  environment  to occur in the
future.  We refer you to the  discussion  below  for a  detailed  discussion  of
legislative  and regulatory  factors.  Other new  technologies  and services may
develop and may compete  with  services  that our cable  communications  systems
offer. Consequently,  we are unable to predict the effect that ongoing or future
developments might have on our business and operations.

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

                           LEGISLATION AND REGULATION

     The Communications  Act of 1934, as amended,  establishes a national policy
to regulate the development and operation of cable  communications  systems. The
Communications Act allocates responsibility for enforcing federal policies among
the FCC, state and local governmental  authorities.  The courts,  especially the
federal  courts,  play an  important  oversight  role  as  these  statutory  and
regulatory provisions are interpreted and enforced by the various federal, state
and local governmental units.

     We expect that court actions and  regulatory  proceedings  will continue to
refine the rights and obligations of various parties,  including the government,
under the  Communications  Act. The results of these judicial and administrative
proceedings  may  materially  affect our business  operations.  In the following
paragraphs,  we summarize the principal federal laws and regulations  materially
affecting the growth and operation of the cable communications industry. We also
provide a brief  description  of certain state and local laws  applicable to our
businesses.
     The Communications Act and FCC Regulations

     The  Communications  Act and the regulations and policies of the FCC affect
significant aspects of our cable system operations, including:

     o   subscriber rates,

     o   the content of programming we offer our subscribers, as well as the way
         we sell our program  packages to  subscribers  and other video  program
         distributors,

     o   the use of our cable  systems  by local  franchising  authorities,  the
         public and other unrelated third parties,

     o   our franchise agreements with governmental authorities,

     o   cable system ownership limitations and prohibitions, and

     o   our use of utility poles and conduit.

                                      - 7 -

<PAGE>



     Subscriber Rates

     The  Communications  Act and the FCC's  regulations  and policies limit the
ability of cable  systems to raise rates for basic  services  and  equipment  in
communities that are not subject to effective competition, as defined by federal
law.  Where there is no  effective  competition,  federal law gives  franchising
authorities the power to regulate the monthly rates charged by the operator for:

     o   the  lowest  level  of  programming  service,  typically  called  basic
         service,  which generally  includes local broadcast channels and public
         access or governmental  channels required by the operator's  franchise,
         and

     o   the  installation,  sale and lease of equipment  used by subscribers to
         receive  basic  service,  such as  converter  boxes and remote  control
         units.

     The FCC has adopted  detailed rate  regulations,  guidelines and rate forms
that we and the franchising authority must use in connection with the regulation
of our basic service and equipment rates. If the franchising authority concludes
that our rates are not in  accordance  with the FCC's rate  regulations,  it may
require us to reduce our rates and to refund  overcharges to  subscribers,  with
interest. We may appeal adverse rate decisions to the FCC.

     The Communications Act and the FCC's regulations also:

     o   prohibit regulation of rates charged by cable operators for programming
         offered on a per channel or per program  basis,  and for multi- channel
         groups of non-basic programming,

     o   require  operators to charge  uniform rates  throughout  each franchise
         area that is not subject to effective competition,

     o   prohibit  regulation of  non-predatory  bulk discount  rates offered by
         operators to subscribers in commercial  and  residential  developments,
         and

     o   permit regulated equipment rates to be computed by aggregating costs of
         broad  categories of equipment at the  franchise,  system,  regional or
         company level.

     Content Requirements

     The Communications  Act and the FCC's regulations  contain broadcast signal
carriage  requirements that allow certain local commercial  television broadcast
stations:

     o   to elect  once  every  three  years to  require a cable  communications
         system to carry the station, subject to certain exceptions, or

     o   to negotiate  with us on the terms by which we carry the station on our
         cable communications system, commonly called retransmission consent.

     The Communications  Act and the FCC's regulations  require a cable operator
to devote up to one-third of its  activated  channel  capacity for the mandatory
carriage of local commercial television stations.  The Communi- cations Act also
gives  local  non-commercial  television  stations  mandatory  carriage  rights;
however,  such  stations  are not given the option to  negotiate  retransmission
consent for the carriage of their signals by cable systems. Additionally,  cable
systems must obtain retransmission consent for:

     o   all "distant"  commercial  television  stations  (except for commercial
         satellite-delivered independent "superstations" such as WGN),

     o   commercial radio stations, and

     o   certain low-power television stations.

     The FCC recently adopted  regulations which require us to carry the signals
of local digital-only  broadcast  stations (both commercial and  non-commercial)
and the digital  signals of those local  broadcast  stations  that return  their
analog spectrum to the government and convert to a digital broadcast format. The
FCC's rules give the digital only  broadcast  stations the  discretion  to elect
whether the operator will carry the  station's  signal in a digital or converted
analog format and to tie the carriage of their digital signals with the carriage
of their analog signals as a retransmission consent condition.  We are unable to
predict the ultimate  outcome of this  proceeding or the impact any new carriage
requirements might have on the operations of our cable systems.

     The  Communications Act requires our cable systems to permit subscribers to
purchase  video  programming on a per channel or a per program basis without the
necessity  of  subscribing  to any tier of  service,  other than the basic cable
service tier. However, we are not required to comply with this requirement until
2002 for any of our cable systems that do not have  addressable  converter boxes
or that have other substantial  technological  limitations.  A limited number of
our systems do not have the technological capability to offer programming in the
manner required by the statute and thus currently are exempt from complying with
this requirement.

                                      - 8 -
<PAGE>



     To increase  competition  between  cable  operators and other video program
distributors, the Communications Act:

     o   precludes  any  satellite  video  programmer  affiliated  with a  cable
         company, or with a common carrier providing video programming  directly
         to  its   subscribers,   from  favoring  an  affiliated   company  over
         competitors,

     o   requires  such   programmers   to  sell  their   satellite-   delivered
         programming to other video program distributors, and

     o   limits the ability of such  programmers to offer exclusive  programming
         arrangements to their affiliates.

     The FCC has concluded that the program access rules do not apply to certain
terrestrially-delivered  programming,  such as Comcast SportsNet,  Comcast's 24-
hour regional sports programming network which is available to approximately 2.6
million  of our  subscribers  in the  Philadelphia  area.  The FCC  decision  is
currently under appeal.

     The Communications  Act contains  restrictions on the transmission by cable
operators of obscene or indecent  programming.  The  Communications Act requires
the cable operator, upon the request of the subscriber, to scramble or otherwise
fully block any channel the subscriber  does not wish to receive.  A three-judge
federal  district  court  determined  that  certain   restrictions  on  channels
primarily dedicated to sexually oriented programming were unconstitutional.  The
United States Supreme Court recently affirmed the lower court's ruling.

     The FCC actively regulates other aspects of our programming, involving such
areas as:

     o   our use of syndicated and network  programs and local sports  broadcast
         programming,

     o   advertising in children's programming,

     o   political advertising,

     o   origination cablecasting,

     o   sponsorship identification, and

     o   closed captioning of video programming.

     Use of Our Cable Systems by The Government and
     Unrelated Third Parties

     The Communications  Act allows franchising  authorities and unrelated third
parties to have access to our cable systems' channel capacity. For example, it:

     o   permits franchising authorities to require cable operators to set aside
         channels for public,  educational and governmental  access programming,
         and

     o   requires a cable system with 36 or more activated channels to designate
         a significant  portion of its channel  capacity for  commercial  leased
         access by third  parties to provide  programming  that may compete with
         services offered by the cable operator.

The FCC  regulates  various  aspects of third  party  commercial  use of channel
capacity  on our  cable  systems,  including  the rates  and  certain  terms and
conditions of the commercial use.

     Recently,  a number of companies,  including  telephone  companies and ISPs
have  asked  local,  state  and  federal   governments  to  mandate  that  cable
communications   systems   operators   provide   capacity  on  their   broadband
infrastructure  so that  these  companies  and  others  may  deliver  high-speed
Internet access and interactive  television  services directly to customers over
cable facilities. Some cable operators,  including us, have initiated litigation
challenging  municipal  efforts to unilaterally  impose  so-called "open access"
requirements.  The few  court  decisions  dealing  with  this  issue  have  been
inconsistent.  The FCC recently  initiated a regulatory  proceeding  to consider
"open access" and related  regulatory  issues and, in connection with its review
of the recent AOL-Time Warner merger,  imposed,  together with the Federal Trade
Commission,  "open access," technical performance and other requirements related
to the merged company's  Internet and Instant Messaging  platforms.  Whether the
policy framework  reflected in these agencies' merger reviews will be imposed on
an industry- wide basis is uncertain.  We cannot predict the ultimate outcome of
this  administrative  proceeding or the impact of any new access requirements on
the operation of our cable systems.

     Franchise Matters

     Although  franchising  matters are  normally  regulated  at the local level
through a franchise  agreement and/or a local ordinance,  the Communications Act
provides  oversight  and  guidelines  to  govern  our  relationship  with  local
franchising authorities. For example, the Communications Act:

     o   affirms the right of franchising authorities (state or local, depending
         on the practice in individual  states) to award one or more  franchises
         within their jurisdictions,

     o   generally   prohibits  us  from  operating  in  communities  without  a
         franchise,

                                      - 9 -
<PAGE>



     o   encourages competition with our existing cable systems by:

         o    allowing   municipalities   to  operate  cable   systems   without
              franchises, and

         o    preventing   franchising   authorities  from  granting   exclusive
              franchises  or from  unreasonably  refusing  to  award  additional
              franchises covering an existing cable system's service area,

     o   permits local authorities, when granting or renewing our franchises, to
         establish   requirements  for  certain  cable-related   facilities  and
         equipment,  but prohibits  franchising  authorities  from  establishing
         requirements  for specific video  programming  or information  services
         other than in broad categories,

     o   permits us to obtain  modification of our franchise  requirements  from
         the franchise  authority or by judicial  action if warranted by changed
         circumstances,

    o    generally prohibits franchising authorities from:

         o    imposing requirements during the initial cable franchising process
              or during franchise renewal that require,  prohibit or restrict us
              from providing telecom- munications services,

         o    imposing  franchise  fees on  revenues  we derive  from  providing
              telecommunications services over our cable systems, or

         o    restricting  our  use of  any  type  of  subscriber  equipment  or
              transmission technology, and

     o   limits our payment of franchise fees to the local franchising authority
         to 5% of our gross revenues  derived from providing cable services over
         our cable system.

     The Communications Act contains  procedures  designed to protect us against
arbitrary  denials of the  renewal  of our  franchises,  although a  franchising
authority under various  conditions can deny us a franchise  renewal.  Moreover,
even if our franchise is renewed,  the franchising  authority may seek to impose
upon us new and  more  onerous  requirements  such as  significant  upgrades  in
facilities  and services or increased  franchise fees as a condition of renewal.
Similarly,  if a franchising authority's consent is required for the purchase or
sale of our cable system or franchise,  the franchising authority may attempt to
impose more  burdensome or onerous  franchise  requirements  on us in connection
with a  request  for  such  consent.  Historically,  cable  operators  providing
satisfactory services to their subscribers and complying with the terms of their
franchises have typically obtained franchise  renewals.  We believe that we have
generally met the terms of our franchise  agreements  and have provided  quality
levels of service.  We anticipate that our future  franchise  renewal  prospects
generally will be favorable.

     Various courts have considered  whether  franchising  authorities  have the
legal right to limit the number of franchises  awarded within a community and to
impose  certain  substantive  franchise   requirements  (e.g.  access  channels,
universal service and other technical  requirements).  These decisions have been
inconsistent  and, until the United States Supreme Court rules  definitively  on
the scope of cable operators'  constitu- tional and statutory  protections,  the
legality of the franchising  process generally and of various specific franchise
requirements is likely to be in a state of flux.

     Ownership Limitations

     The  Communications  Act generally  prohibits us from owning or operating a
SMATV or wireless  cable  system in any area where we provide  franchised  cable
service.  We may,  however,  acquire and operate SMATV systems in our franchised
service  areas  if  the  programming  and  other  services   provided  to  SMATV
subscribers  are offered  according to the terms and conditions of our franchise
agreement.

     The  Communications Act also authorizes the FCC to impose nationwide limits
on the number of  subscribers  under the control of a cable  operator and on the
number of channels  that can be occupied on a cable system by video  programmers
in which the cable operator has an attributable ownership interest.

A federal  appellate court rejected  constitutional  challenges to the statutory
ownership  limitations and the United States Supreme Court recently  declined to
review that case.  However,  the same federal appellate court in a separate case
recently  reversed the FCC's adoption of a 30% nationwide  subscriber  ownership
limit,  the FCC's  limitation  on the  number of  affiliated  video  programming
services carried on an operator's  system, and the FCC's modification of certain
ownership  attribution rules. We are unable to predict the final outcome of this
judicial proceeding or of any FCC reconsideration of its ownership rules, or the
impact any revised FCC  ownership  restrictions  might have on our  business and
operations.

     The Communications  Act eliminated the statutory  prohibition on the common
ownership,  operation or control of a cable  system and a  television  broadcast
station in the same market.  While the FCC has eliminated its regulations  which
precluded the  cross-ownership  of a national  broadcasting  network and a cable
system, it has retained

                                     - 10 -
<PAGE>

other  regulations  which  prohibit the common  ownership of other  broadcasting
interests and cable systems in the same geographical areas.

     The 1996 amendments to the Communications Act made far-reaching  changes in
the relationship  between local telephone companies and cable service providers.
These amendments:

     o   eliminated federal legal barriers to competition in the local telephone
         and cable communications businesses, including allowing local telephone
         companies  to offer video  services in their  local  telephone  service
         areas,

     o   preempted state and local laws and regulations which impose barriers to
         telecommunications competition,

     o   set  basic  standards  for  relationships  between   telecommunications
         providers, and

     o   generally  limited  acquisitions and prohibited  certain joint ventures
         between  local  telephone  companies  and cable  operators  in the same
         market.

     Local  telephone   companies  may  provide  service  as  traditional  cable
operators  with local  franchises or they may opt to provide  their  programming
over  unfranchised   "open  video  systems,"  subject  to  certain   conditions,
including, but not limited to, setting aside a portion of their channel capacity
for use by unaffiliated program  distributors on a  non-discriminatory  basis. A
federal appellate court overturned  various parts of the FCC's open video rules,
including the FCC's preemption of local franchising  requirements for open video
operators.  The FCC has modified its open video rules to comply with the federal
court decision. We are unable to predict the impact these rule modifications may
have on our business and operations.

     Pole Attachment Regulation

     The  Communications  Act requires the FCC to regulate the rates,  terms and
conditions  imposed by public  utilities for cable  systems' use of utility pole
and conduit  space unless  state  authorities  demonstrate  to the FCC that they
adequately  regulate pole attachment  rates, as is the case in certain states in
which we operate.  In the absence of state regulation,  the FCC administers pole
attachment rates on a formula basis. The FCC's original rate formula governs the
maximum rate certain  utilities  may charge for  attachments  to their poles and
conduit by cable operators providing only cable services. The FCC also adopted a
second rate  formula  that  became  effective  in February  2001 and governs the
maximum rate certain  utilities  may charge for  attachments  to their poles and
conduit by companies  providing  telecommunications  services,  including  cable
operators.

     Any  resulting  increase  in  attachment  rates  due to the  FCC's new rate
formula will be phased in over a five-year  period in equal  annual  increments,
beginning in February 2001. Several parties have requested the FCC to reconsider
its new  regulations  and several  parties  challenged the new rules in court. A
federal  appellate  court  upheld  the  constitutionality  of the new  statutory
provision   which   requires   that   utilities   provide   cable   systems  and
telecommunications  carriers with nondiscriminatory  access to any pole, conduit
or right-of-way controlled by the utility. However, the same court determined in
a separate case that the FCC did not have authority to regulate the rates, terms
and conditions of cable operators' pole attachments that are simultaneously used
to  provide  high-speed  Internet  access  and cable  services.  Based upon this
decision, a number of companies that control utility poles in areas served by us
have already  announced  and  unilaterally  implemented  significant  changes in
contract terms and increases in the rates charged for cable pole attachments. We
have  joined in  several  complaints  filed at the FCC by  various  state  cable
associations  challenging  certain  utilities' rate increases and the unilateral
imposition of new contract terms.  Although the adverse appellate court decision
has been  stayed  pending  review by the United  States  Supreme  Court,  if the
decision is not  reversed,  the  contract  terms  imposed by  utilities on cable
operators for pole  attachments  will likely be more  onerous.  We are unable to
predict the outcome of the legal  challenge to the FCC's new  regulations or the
ultimate  impact any  revised FCC rate  formula,  any new pole  attachment  rate
regulations or any elimination or modification of the FCC's regulatory authority
might have on our business and operations.

     Other Regulatory Requirements of the Communications Act and the FCC

     The Communications Act also includes provisions, among others, regulating:

     o   customer service,

     o   subscriber privacy,

     o   marketing practices,

     o   equal employment opportunity, and

     o   technical standards and equipment compatibility.

     The FCC  actively  regulates  other parts of our cable  operations  and has
adopted regulations implementing its authority under the Communications Act.

     The FCC may enforce its  regulations  through the imposition of substantial
fines, the issuance of cease and

                                     - 11 -

<PAGE>



desist orders and/or the imposition of other administrative  sanctions,  such as
the revocation of FCC licenses needed to operate certain transmission facilities
often used in connection with cable operations.  The FCC has ongoing  rulemaking
proceedings  that may change its existing rules or lead to new  regulations.  We
are unable to predict the impact  that any further FCC rule  changes may have on
our business and operations.

     Other bills and administrative proposals pertaining to cable communications
have  previously  been  introduced in Congress or have been  considered by other
governmental  bodies over the past several  years.  It is probable  that further
attempts will be made by Congress and other governmental  bodies relating to the
regulation of cable communications services.

Copyright

     Our cable  communications  systems provide our  subscribers  with local and
distant  television  and radio  broadcast  signals  which are  protected  by the
copyright  laws.  We generally  do not obtain a license to use this  programming
directly  from  the  owners  of the  programming;  instead  we  comply  with  an
alternative  federal copyright licensing process. In exchange for filing certain
reports and  contributing  a percentage  of our revenues to a federal  copyright
royalty pool, we obtain blanket permission to retransmit copyrighted material.

     In a  report  to  Congress,  the U.S.  Copyright  Office  recommended  that
Congress  make  major  revisions  to both the  cable  television  and  satellite
compulsory licenses. Congress recently modified the satellite compulsory license
in a manner that  permits DBS  providers to become more  competitive  with cable
operators like us. The possible  simplification,  modification or elimination of
the  cable  communications  compulsory  copyright  license  is  the  subject  of
continuing  legislative  review. The elimination or substantial  modification of
the cable  compulsory  license  could  adversely  affect  our  ability to obtain
suitable  programming and could  substantially  increase the cost of programming
that remains  available for  distribution to our  subscribers.  We are unable to
predict the outcome of this legislative activity.

     Our cable  communications  systems  often  utilize music in the programs we
provide  to  subscribers   including  local   advertising,   local   origination
programming and pay-per-view  events.  The right to use this music is controlled
by music  performing  rights  organizations  who  negotiate  on  behalf of their
members for license fees covering each  performance.  The cable industry and one
of these  organizations have agreed upon a standard licensing agreement covering
the performance of music contained in programs originated by cable operators and
in pay-per-view  events.  Negotiations on a similar  licensing  agreement are in
process  with  another  music  performing  rights   organization.   Rate  courts
established by a federal court exist to determine appropriate copyright coverage
and payments in the event the parties fail to reach a negotiated settlement.  We
are unable to predict  the  outcome  of these  proceedings  or the amount of any
license  fees we may be required to pay for the use of music.  We do not believe
that the  amount of such fees will be  significant  to our  financial  position,
results of operations or liquidity.

State and Local Regulation

     Our cable systems use local  streets and  rights-of-way.  Consequently,  we
must comply with state and local regulation  which is typically  imposed through
the  franchising  process.  The  terms and  conditions  of our  franchises  vary
materially from jurisdiction to jurisdiction.  Each franchise generally contains
provisions governing:

     o   cable service rates,

     o   franchise fees,

     o   franchise term,

     o   system construction and maintenance obligations,

     o   system channel capacity,

     o   design and technical performance,

     o   customer service standards,

     o   franchise renewal,

     o   sale or transfer of the franchise,

     o   service territory of the franchisee,

     o   indemnification of the franchising authority,

     o   use and occupancy of public streets, and

     o   types of cable services provided.

     A number of states  subject  cable  systems  to the  jurisdiction  of state
governmental  agencies.  Those states in which we operate that have enacted such
state level regulation are Connecticut, New Jersey and Delaware. State and local
franchising  jurisdiction  is not  unlimited,  however;  it  must  be  exercised
consistently  with federal law. The  Communications  Act  immunizes  franchising
authorities  from monetary  damage awards  arising from the  regulation of cable
systems  or  decisions  made  on  franchise  grants,  renewals,   transfers  and
amendments.

     The summary of certain  federal and state  regulatory  requirements  in the
preceding  pages does not describe all present and proposed  federal,  state and
local regulations and legislation affecting the cable industry. Other existing

                                     - 12 -

<PAGE>

federal regulations,  copyright licensing, and, in many jurisdictions, state and
local franchise requirements, are currently the subject of judicial proceedings,
legislative hearings and administrative proposals which could change, in varying
degrees, the manner in which cable systems operate. We are unable to predict the
outcome of these  proceedings or their impact upon our cable  operations at this
time.

                                    EMPLOYEES

     As of December 31, 2000, we had approximately 18,000 employees.  We believe
that our relationships with our employees are good.


ITEM 2 PROPERTIES

     A central receiving  apparatus,  distribution cables,  servers,  analog and
digital  converters,  cable  modems,  customer  service  call  centers and local
business  offices are the principal  physical  assets of a cable  communications
system. We own or lease the receiving and distribution  equipment of each system
and own or lease  parcels of real  property for the  receiving  sites,  customer
service  call  centers and local  business  offices.  In order to keep pace with
technological   advances,  we  are  maintaining,   periodically   upgrading  and
rebuilding the physical components of our cable communications systems.

     We  believe  that  substantially  all of our  physical  assets  are in good
operating condition.

ITEM 3 LEGAL PROCEEDINGS

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

ITEM 4 SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS

     Information for this Item is omitted pursuant to SEC General  Instruction I
to Form 10-K.


                                     - 13 -

<PAGE>



                                     PART II

ITEM 5 MARKET FOR THE REGISTRANT'S COMMON EQUITY AND RELATED STOCKHOLDER MATTERS

Common Stock

Absence of Trading Market
Our common  stock is not publicly  traded.  Therefore,  there is no  established
public trading  market for the common stock,  and none is expected to develop in
the foreseeable future.

Holders
All of our shares of common stock, $1.00 par value, are owned either directly or
indirectly by Comcast Corporation.

Dividends
None.

ITEM 6 SELECTED FINANCIAL DATA

Information  for this item is omitted  pursuant to SEC General  Instruction I to
Form 10-K.



                                     - 14 -

<PAGE>



ITEM 7 MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
       RESULTS OF OPERATIONS

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

     We  are  an  indirect  wholly  owned  subsidiary  of  Comcast   Corporation
("Comcast").

     In August  2000,  two wholly  owned  subsidiaries  of Comcast,  Comcast LCI
Holdings,   Inc.  ("LCI  Holdings")  and  Comcast  JOIN  Holdings,  Inc.  ("JOIN
Holdings") were merged into us (the  "Reorganization").  Jones Intercable,  Inc.
("Jones Intercable"),  the predecessor to JOIN Holdings, owned cable systems and
was  acquired by Comcast in April 1999 and March 2000.  Lenfest  Communications,
Inc. ("Lenfest"),  the predecessor to LCI Holdings,  owned cable systems and was
acquired by Comcast in January  2000.  The  Reorganization  was accounted for at
Comcast's  historical  cost in a  manner  similar  to a  pooling  of  interests.
Accordingly,  our consolidated  financial statements include the accounts of the
merged subsidiaries since the dates of their acquisition by Comcast.

     In August 2000,  Comcast  contributed a note,  convertible  into 90% of the
equity of Prime Communications LLC ("Prime"), loans and related accrued interest
which was due to Comcast from Prime, and cash to us (the "Prime  Contribution").
Immediately thereafter, we converted the note, plus accrued interest on the note
and the loans to equity and the owners of Prime sold their  remaining 10% equity
interest in Prime to us for $87.7 million (the "Prime  Acquisition").  The Prime
Acquisition  was  funded  with the  proceeds  from a capital  contribution  from
Comcast and was accounted for under the purchase method of accounting.  As such,
the operating results of Prime have been included in our consolidated  statement
of operations from the date of the Prime Acquisition.

     In  December  2000,  Comcast   contributed  its  50%  interest  in  Comcast
Cablevision of Garden State,  L.P. ("Garden State Cable") (formerly Garden State
Cablevision L.P.) to us. Garden State Cable is a partnership which was owned 50%
by Lenfest and 50% by Comcast.  As a result of Comcast's  acquisition of Lenfest
and  Comcast's  contribution  of its 50%  interest  in Garden  State  Cable (the
"Garden State Contribution"),  we now own 100% of Garden State Cable. The Garden
State Cable  Contribution  was accounted for at Comcast's  historical  cost in a
manner  similar  to  a  pooling  of  interests.  Accordingly,  our  consolidated
financial statements include the accounts of Garden State Cable from the January
2000 date of Comcast's acquisition of Lenfest.

     See Notes 2 and 3 to our consolidated financial statements included in Item
8.

Liquidity and Capital Resources

     Financing

     See Note 5 to our consolidated financial statements included in Item 8.

     The $1.776  billion  increase  in our  long-term  debt,  including  current
portion,  results  principally from the $2.146 billion of aggregate debt that we
assumed in connection with the  Reorganization,  the Prime  Contribution and the
Garden  State  Contribution  (see  Notes 3 and 5 to our  consolidated  financial
statements included in Item 8) and $369.2 million of retirements and repayments,
net of borrowings.

     As of December 31, 2000 and 1999,  our long-term  debt,  including  current
portion,  was $6.714  billion and $4.938  billion,  respectively.  Excluding the
effects of interest  rate risk  management  instruments,  36.5% and 34.3% of our
long-term debt as of December 31, 2000 and 1999,  respectively,  was at variable
rates.

     In December 2000, Comcast contributed to us $196.7 million principal amount
of our 10 1/2% senior subordinated notes due 2006 which were held by Comcast. As
such,  amounts  outstanding  as of  December  31,  2000  have  been  treated  as
effectively retired.

     In  December  2000,  Comcast  issued  $1.285  billion  principal  amount at
maturity  of Zero  Coupon  Convertible  Debentures  due 2020 (the  "Zero  Coupon
Debentures") for proceeds of $1.002 billion.  Comcast advanced substantially all
of the net  proceeds  from the offering to us in order to repay a portion of the
amounts outstanding under our commercial paper program and bank credit facility.
As such, in addition to our  outstanding  long term debt, we had an aggregate of
$860.1  million of notes  payable to Comcast and  Comcast's  subsidiaries  as of
December 31, 2000 (see Note 6 to our consolidated  financial statements included
in Item 8).

     In January  2001,  we sold an  aggregate  of $1.5  billion  of public  debt
consisting of $500.0 million of 6.375% Senior Notes due 2006 and $1.0 billion of
6.75% Senior Notes due 2011. In January  2001,  Comcast  issued  $192.8  million
principal  amount at  maturity  of Zero Coupon  Convertible  Debentures.  We and
Comcast used substantially all of the net proceeds from the offerings to repay a
portion of the amounts outstanding under our

                                     - 15 -

<PAGE>



commercial paper program and bank credit facility.  After giving effect to these
subsequent  transactions,  and  excluding  the  effects  of  interest  rate risk
management instruments, 12.2% of our long-term debt was at variable rates.

     Interest Rate Risk Management

     We are exposed to the market risk of adverse  changes in interest rates. To
manage the volatility  relating to these  exposures,  we maintain a mix of fixed
and variable rate debt and enter into various derivative  transactions  pursuant
to our policies. Positions are monitored using techniques including market value
and  sensitivity  analyses.  We do not hold or issue  any  derivative  financial
instruments for trading  purposes and are not a party to leveraged  instruments.
The credit  risks  associated  with our  derivative  financial  instruments  are
controlled through the evaluation and monitoring of the  creditworthiness of the
counterparties.   Although  we  may  be  exposed  to  losses  in  the  event  of
nonperformance by the  counterparties,  we do not expect such losses, if any, to
be significant.

     Using interest rate exchange agreements ("Swaps"), we agree to exchange, at
specified intervals,  the difference between fixed and variable interest amounts
calculated by reference to an agreed-upon  notional  principal amount.  Interest
rate cap agreements  ("Caps") are used to lock in a maximum interest rate should
variable rates rise, but enable us to otherwise pay lower market rates. Interest
rate collar  agreements  ("Collars")  limit our  exposure to and  benefits  from
interest  rate  fluctuations  on variable rate debt to within a certain range of
rates.

     The table set forth below  summarizes the fair values and contract terms of
financial  instruments  subject to  interest  rate risk  maintained  by us as of
December 31, 2000 (dollars in millions):

<TABLE>
<CAPTION>
<S>                               <C>      <C>          <C>      <C>        <C>        <C>        <C>         <C>
                                                          Expected Maturity Date
                              -----------------------------------------------------------------------------
                                                                                                                Fair
                                                                                                              Value at
                                2001       2002       2003       2004       2005     Thereafter     Total     12/31/00
                              ---------  ---------  ---------  ---------  ---------  -----------  ---------  ----------
Debt
Fixed Rate....................    $3.3     $203.0       $0.6     $300.5     $697.0     $3,061.4   $4,265.8    $4,423.7
   Average Interest Rate......     9.7%       9.6%       8.2%       8.1%       8.3%         7.9%       8.1%

Variable Rate.................                                            $2,448.5                $2,448.5    $2,448.5
   Average Interest Rate......                                                 6.8%                    6.8%

Interest Rate Instruments
Fixed to Variable Swaps.......                                   $300.0                  $150.0     $450.0        $3.2
   Average Pay Rate...........                                      7.5%                    7.9%       7.7%
   Average Receive Rate.......                                      8.1%                    8.3%       8.2%
</TABLE>

     The  notional  amounts of interest  rate  instruments,  as presented in the
table  above are used to  measure  interest  to be paid or  received  and do not
represent  the amount of  exposure  to credit  loss.  The  estimated  fair value
approximates the proceeds (costs) to settle the outstanding contracts.  Interest
rates on variable  debt are  estimated by us using the average  implied  forward
London  Interbank  Offer Rate ("LIBOR")  rates for the year of maturity based on
the yield curve in effect at December 31,  2000,  plus the  borrowing  margin in
effect for each credit  facility at December 31, 2000.  Average receive rates on
the  Variable  to Fixed  Swaps are  estimated  by us using the  average  implied
forward LIBOR rates for the year of maturity  based on the yield curve in effect
at December 31, 2000. While Swaps,  Caps and Collars  represent an integral part
of our  interest  rate risk  management  program,  their  incremental  effect on
interest  expense for the years ended  December 31, 2000,  1999 and 1998 was not
significant.

Results of Operations

     The effects of the  Reorganization,  the Prime  Contribution and the Garden
State  Contribution  were to increase our revenues  and  expenses,  resulting in
increases in our operating  income before  depreciation  and  amortization.  The
increases in our property and  equipment,  deferred  charges and long-term  debt
(see Notes 5 and 9 to our consolidated  financial statements included in Item 8)
and the corresponding  increases in depreciation  expense,  amortization expense
and interest  expense from 1999 to 2000 are  primarily due to the effects of the
Reorganization,  the Prime  Contribution and the Garden State  Contribution,  as
well as our increased levels of capital expenditures.

     Our depreciation and amortization expense for years subsequent to 2000 will
increase  significantly  as a result of our cable  systems  exchanges  with AT&T
Corp. ("AT&T") and Adelphia Communications ("Adelphia"),

                                     - 16 -

<PAGE>

which closed on December 31, 2000 and January 1, 2001, respectively.

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

<TABLE>
<CAPTION>
                                                                  Year Ended
                                                                  December 31,            Increase / (Decrease)
                                                               2000          1999            $             %
                                                             ---------     ---------     ---------      --------
<S>                                                           <C>           <C>             <C>             <C>
Analog video..............................................    $3,492.0      $2,535.9        $956.1          37.7%
Digital video.............................................       114.0          30.9          83.1            NM
Cable modem...............................................       114.4          44.5          69.9            NM
Advertising sales.........................................       288.6         190.0          98.6          51.9
Other.....................................................       132.9         105.2          27.7          26.3
                                                             ---------     ---------     ---------
   Service income.........................................     4,141.9       2,906.5       1,235.4          42.5
Operating, selling, general and administrative expenses...     2,517.9       1,927.7         590.2          30.6
                                                             ---------     ---------     ---------
Operating income before depreciation and
   amortization (1).......................................     1,624.0         978.8         645.2          65.9
Depreciation and amortization.............................     2,382.7       1,017.7       1,365.0            NM
                                                             ---------     ---------     ---------
Operating loss............................................      (758.7)        (38.9)        719.8            NM
                                                             ---------     ---------     ---------
Interest expense..........................................       515.7         352.9         162.8          46.1
Interest expense on notes payable to affiliates...........         9.1          10.0          (0.9)         (9.0)
Investment expense (income)...............................         1.5          (6.8)          8.3            NM
Equity in net losses of affiliates........................         9.3           2.4           6.9            NM
Other (income) expense....................................    (1,707.3)          4.2       1,711.5            NM
Income tax expense (benefit)..............................       299.9         (46.2)        346.1            NM
Minority interest.........................................                     107.9        (107.9)           NM
                                                             ---------     ---------     ---------
Income (loss) before extraordinary items..................      $113.1       ($247.5)       $360.6            NM
                                                             =========     =========     =========
------------
<FN>
(1)  Operating income before  depreciation and amortization is commonly referred
     to in the cable communications business 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
     cable  communications  business  and the  resulting  significant  level  of
     non-cash  depreciation  and  amortization  expense,  operating cash flow is
     frequently  used as one of the bases for comparing  businesses in the cable
     communications  industry,  although our measure of operating  cash flow may
     not  be  comparable  to  similarly  titled  measures  of  other  companies.
     Operating  cash flow is the primary basis used by our management to measure
     the operating  performance  of our business.  Operating  cash flow does not
     purport  to  represent  net  income  or  net  cash  provided  by  operating
     activities,  as those terms are defined under generally accepted accounting
     principles,  and  should  not  be  considered  as an  alternative  to  such
     measurements as an indicator of our performance.
</FN>
</TABLE>

     Service Income

     Of the $956.1  million  increase  from 1999 to 2000 in analog video service
income,  which consists of our basic,  expanded basic,  premium and pay-per-view
services,  $863.2 million is attributable to the effects of the  Reorganization,
the Prime  Contribution  and the Garden State  Contribution,  and $92.9  million
relates  principally to changes in rates and subscriber growth in our historical
operations,  offset by slightly lower  pay-per-view  revenue.  The increase from
1999 to 2000 in digital video service income is due primarily to the addition of
approximately  824,000 digital  subscriptions during the year ended December 31,
2000 and, to a lesser  extent,  to the effects of a new,  higher-priced  digital
service offering made in the second half of 2000. The increase from 1999 to 2000
in cable modem service income is primarily due to the addition of  approximately
258,000  cable  modem  subscribers  during the year  ended  December  31,  2000.
Approximately  one-half of the increase from 1999 to 2000 in  advertising  sales
revenue is  attributable  to the effects of the merger of LCI Holdings  into us,
with the remaining  increase  attributable  to the effects of the 2000 political
campaigns  and  increased  cable  viewership.  The increase from 1999 to 2000 in
other service  income,  which includes  installation  revenues,  guide revenues,
commissions from electronic retailing and other product offerings,  is primarily
attributable to the Reorganization.

                                     - 17 -
<PAGE>

     Operating, Selling, General and Administrative Expenses

     See Note 7 to our consolidated financial statements included in Item 8.

     The increases in operating,  selling,  general, and administrative expenses
from 1999 to 2000 are  primarily due to the effects of the  Reorganization,  the
Prime  Contribution  and the Garden State Cable  Contribution,  increases in the
costs of cable  programming as a result of changes in rates,  subscriber  growth
and additional channel offerings,  the effects of cable modem subscriber growth,
and, to a lesser  extent,  to increases in labor costs and other volume  related
expenses  in  our  historical  operations.  We  anticipate  the  cost  of  cable
programming will increase in the future as cable  programming rates increase and
additional sources of cable programming become available.

     Interest Expense

     The  $162.8  million  increase  from 1999 to 2000 is  primarily  due to the
effects of the Reorganization  offset, in part, by the effects of our repayments
and retirement of debt. We anticipate that, for the foreseeable future, interest
expense will be a significant cost to us.

     Interest Expense on Notes Payable to Affiliates

     The $0.9 million  decrease from 1999 to 2000 is primarily  attributable  to
the  elimination  of  outstanding  notes  payable to affiliates as a result of a
capital contribution from Comcast.

     Investment Expense (Income)

     During the year ended  December 31, 2000, in connection  with the merger of
certain  publicly  traded  companies held by us and accounted for as investments
available for sale, we recognized a pre-tax gain of $33.0 million,  representing
the difference  between the fair value of the securities  received by us and our
basis in the securities exchanged.  This gain was recorded as a reclassification
from accumulated other comprehensive (loss) income to investment income.

     During the year ended  December 31,  2000,  we recorded  pre-tax  losses of
$42.8 million on certain of our investments based on a decline in value that was
considered other than temporary.

     Equity In Net Losses of Affiliates

     The $6.9 million  increase from 1999 to 2000 is primarily  attributable  to
our  proportionate  interest  in the net loss of  Susquehanna  Cable,  an equity
investee of ours as a result of the Reorganization.

     Other (Income) Expense

     In December 2000, in connection  with our cable systems  exchange with AT&T
pursuant to which we received cable communications systems serving approximately
770,000 subscribers in exchange for certain of our cable communications  systems
serving approximately 700,000 subscribers,  we recorded a pre-tax gain of $1.711
billion,  representing the difference between the estimated fair value as of the
closing date of the transaction and our cost basis in the systems exchanged.

     The $4.2  million of other  expense  for the year ended  December  31, 1999
relates primarily to the non-cable operations of Jones Intercable.

     Income Tax Expense (Benefit)

     Income tax expense for the year ended  December 31, 2000 is  primarily  the
result of the effects of our income before income tax expense, minority interest
and extraordinary items, and non-deductible goodwill amortization.

     Minority Interest

     The  $107.9  million  decrease  from  2000 to 1999 is  attributable  to the
effects of Comcast's contribution of Jones Intercable to us in April 1999 and to
the effects of our acquisition of the minority interest of MHCP Holdings, L.L.C.
in February 2000.

     Extraordinary Items

     Extraordinary  items for the years ended December 31, 2000 and 1999 consist
of unamortized  debt issue costs and debt  extinguishment  costs, net of related
tax benefits,  expensed in connection  with the  redemption  and  refinancing of
certain indebtedness.

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

Anticipated Transaction

     Comcast   intends  to  merge  its   subsidiary,   Comcast   Cablevision  of
Philadelphia  Area  I,  Inc.  ("Greater  Philadelphia")  with  and  into us (the
"Greater Philadelphia  Merger").  The Greater Philadelphia Merger is expected to
close by the end of the third quarter of 2001,  subject to receipt of regulatory
approvals.  Greater  Philadelphia  was  acquired by Comcast on June 30, 1999 for
approximately  8.5 million shares of Comcast Class A Special Common Stock with a
value of $291.7 million. Upon closing, the

                                     - 18 -
<PAGE>

Greater  Philadelphia Merger will be accounted for at Comcast's historical cost,
in a manner  similar to a pooling of interests  and our  consolidated  financial
statements will include the results of Greater  Philadelphia since the June 1999
date of Comcast's acquisition.

Expected Impact of Adoption of SFAS No. 133

     We adopted Statement of Financial Accounting Standards No. 133, "Accounting
for Derivative  Instruments and Hedging  Activities",  as amended, on January 1,
2001, as required by the new statement.  This statement  establishes  accounting
and reporting  standards for derivatives  and hedging  activities (see Note 2 to
our consolidated  financial  statements included in Item 8). Adoption of the new
statement  will affect our  accounting  for our equity  warrant  agreements  and
interest rate exchange agreements.

     Under the new statement,  our derivative  instruments,  which are comprised
solely of derivative  financial  instruments,  must be recorded at fair value on
our consolidated balance sheet with changes in fair value recorded, except under
specific circumstances,  to our consolidated statement of operations.  Recording
changes  in the fair value of our  derivative  instruments  to our  consolidated
statement of operations  represents a change from our current accounting whereby
generally  these  changes are recorded as a component of  stockholders'  equity.
When  specific  circumstances  exist,  hedge  accounting  is permitted  when the
derivative instrument is designated as a hedge. Hedge accounting permits changes
in the fair  value of our  derivative  instruments  to be  either  substantially
offset in our consolidated  statement of operations by changes in the fair value
of the hedged item or deferred as a component of stockholders'  equity until the
hedged item is recognized in our consolidated statement of operations.

     In  connection  with  the  adoption  of the new  statement,  we  expect  to
recognize as expense a cumulative effect of change in accounting principle,  net
of tax, of approximately  $60 million in the first quarter of 2001,  principally
related to the  reclassification of losses previously  recognized as a component
of other comprehensive (loss) income on our equity derivative  instruments,  net
of related deferred income tax benefits.

     The adoption of the new  statement  will also result in a decrease in other
comprehensive  loss as a  result  of the  reclassification  to our  consolidated
statement  of  operations  of  pre-tax  losses  of  approximately  $85  million,
primarily  related to our equity  warrant  agreements  as discussed  above.  The
decrease will be recorded in the first quarter of 2001, net of related  deferred
income tax benefits, of approximately $30 million.

     Adoption of the new statement will likely result in volatility  from period
to period  in  investment  (income)  expense  as  reported  on our  consolidated
statement of  operations.  We are unable to predict the effects this  volatility
may have on our future earnings.

                                     - 19 -

<PAGE>



ITEM 8 FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA


INDEPENDENT AUDITORS' REPORT

Board of Directors and Stockholders
Comcast Cable Communications, Inc.
Philadelphia, Pennsylvania

We have audited the  accompanying  consolidated  balance  sheet of Comcast Cable
Communications,   Inc.  (an  indirect   wholly  owned   subsidiary   of  Comcast
Corporation)  and subsidiaries as of December 31, 2000 and 1999, and the related
consolidated  statements of operations,  cash flows and stockholders' equity for
each of the three years in the period ended December 31, 2000.  These  financial
statements   are  the   responsibility   of  the   Company's   management.   Our
responsibility  is to express an opinion on these financial  statements based on
our audits.  We did not audit the  consolidated  financial  statements  of Jones
Intercable,  Inc. ("Jones") (a consolidated  subsidiary) as of December 31, 1999
and for the year then ended, which statements reflect total assets  constituting
18% of  consolidated  total assets as of December 31, 1999,  and total  revenues
constituting 14% of consolidated  total revenues for the year then ended.  Those
statements were audited by other auditors whose report has been furnished to us,
and our opinion,  insofar as it relates to the amounts  included  for Jones,  is
based solely on the report of such other auditors.

We conducted our audits in accordance with auditing standards generally accepted
in the  United  States of  America.  Those  standards  require  that we plan and
perform the audit to obtain  reasonable  assurance  about  whether the financial
statements are free of material misstatement.  An audit includes examining, on a
test basis,  evidence  supporting  the amounts and  disclosures in the financial
statements.  An audit also includes assessing the accounting principles used and
significant  estimates  made by  management,  as well as evaluating  the overall
financial statement  presentation.  We believe that our audits and the report of
the other auditors provide a reasonable basis for our opinion.

In our opinion,  based on our audits and the report of the other auditors,  such
consolidated  financial statements present fairly, in all material respects, the
financial position of Comcast Cable Communications,  Inc. and subsidiaries as of
December 31, 2000 and 1999,  and the results of their  operations and their cash
flows for each of the three  years in the  period  ended  December  31,  2000 in
conformity with accounting principles generally accepted in the United States of
America.



/s/ Deloitte & Touche LLP
Philadelphia, Pennsylvania
February 23, 2001


                                     - 20 -

<PAGE>

COMCAST CABLE COMMUNICATIONS, INC. AND SUBSIDIARIES
---------------------------------------------------

CONSOLIDATED BALANCE SHEET
(Dollars in millions, except share data)


<TABLE>
<CAPTION>
<S>                                                                                       <C>            <C>
                                                                                            December 31,
                                                                                        2000            1999
                                                                                      ---------        -------
ASSETS
CURRENT ASSETS
   Cash and cash equivalents....................................................          $44.2          $61.0
   Investments..................................................................           52.6            0.4
   Cash held by an affiliate....................................................           74.2           34.0
   Accounts receivable, less allowance for doubtful accounts of $39.9 and $31.2.          241.7          128.4
   Due from affiliate...........................................................            0.6
   Other current assets.........................................................           48.0           29.7
                                                                                      ---------        -------
       Total current assets.....................................................          461.3          253.5
                                                                                      ---------        -------
INVESTMENTS.....................................................................          590.9          119.4
                                                                                      ---------        -------
NOTES RECEIVABLE FROM AFFILIATES................................................           99.3
                                                                                      ---------        -------
PROPERTY AND EQUIPMENT..........................................................        5,720.5        4,354.0
   Accumulated depreciation.....................................................       (1,322.6)      (1,477.4)
                                                                                      ---------        -------
   Property and equipment, net..................................................        4,397.9        2,876.6
                                                                                      ---------        -------
DEFERRED CHARGES
   Franchise and license acquisition costs......................................       15,297.2        3,898.6
   Excess of cost over net assets acquired and other............................        8,492.6        5,111.4
                                                                                      ---------        -------
                                                                                       23,789.8        9,010.0
   Accumulated amortization.....................................................       (3,535.2)      (2,291.7)
                                                                                      ---------        -------
   Deferred charges, net........................................................       20,254.6        6,718.3
                                                                                      ---------        -------
                                                                                      $25,804.0       $9,967.8
                                                                                      =========       ========
LIABILITIES AND STOCKHOLDERS' EQUITY
CURRENT LIABILITIES
   Accounts payable and accrued expenses........................................         $798.8         $461.2
   Accrued interest.............................................................           74.1           62.6
   Current portion of long-term debt............................................            3.3          202.6
   Due to affiliates............................................................                         160.2
                                                                                      ---------        -------
       Total current liabilities................................................          876.2          886.6
                                                                                      ---------        -------
LONG-TERM DEBT, less current portion............................................        6,711.0        4,735.3
                                                                                      ---------        -------
NOTES PAYABLE TO AFFILIATES.....................................................          860.1
                                                                                      ---------        -------
DUE TO AFFILIATE................................................................                         664.2
                                                                                      ---------        -------
DEFERRED INCOME TAXES, due to affiliate, net....................................        5,016.4        1,635.6
                                                                                      ---------        -------
MINORITY INTEREST AND OTHER.....................................................          283.1          237.3
                                                                                      ---------        -------
COMMITMENTS AND CONTINGENCIES (NOTE 10)
STOCKHOLDERS' EQUITY
   Common stock, $1 par value - authorized 1,000 shares;
        issued, 138.89 and 1,000 shares
   Additional capital...........................................................       15,272.8        4,931.4
   Accumulated deficit..........................................................       (3,044.1)      (3,150.1)
   Accumulated other comprehensive (loss) income................................         (171.5)          27.5
                                                                                      ---------        -------
       Total stockholders' equity...............................................       12,057.2        1,808.8
                                                                                      ---------        -------
                                                                                      $25,804.0       $9,967.8
                                                                                      =========       ========
</TABLE>


See notes to consolidated financial statements.


                                                     - 21 -
<PAGE>

COMCAST CABLE COMMUNICATIONS, INC. AND SUBSIDIARIES
---------------------------------------------------

CONSOLIDATED STATEMENT OF OPERATIONS
(Dollars in millions)


<TABLE>
<CAPTION>
<S>                                                                      <C>            <C>            <C>
                                                                                Year Ended December 31,
                                                                          2000           1999            1998
                                                                        ---------      ---------       --------

SERVICE INCOME....................................................       $4,141.9       $2,906.5       $2,277.4
                                                                        ---------      ---------       --------

COSTS AND EXPENSES
   Operating......................................................        1,636.8        1,242.4          972.5
   Selling, general and administrative............................          881.1          685.3          520.5
   Depreciation and amortization..................................        2,382.7        1,017.7          674.1
                                                                        ---------      ---------       --------
                                                                          4,900.6        2,945.4        2,167.1
                                                                        ---------      ---------       --------

OPERATING (LOSS) INCOME...........................................         (758.7)         (38.9)         110.3

OTHER (INCOME) EXPENSE
   Interest expense...............................................          515.7          352.9          223.6
   Interest expense on notes payable to affiliates, net...........            9.1           10.0           52.1
   Investment expense (income)....................................            1.5           (6.8)          (6.7)
   Equity in net losses of affiliates.............................            9.3            2.4            0.4
   Other (income) expense.........................................       (1,707.3)           4.2           (9.1)
                                                                        ---------      ---------       --------
                                                                         (1,171.7)         362.7          260.3
                                                                        ---------      ---------       --------

INCOME (LOSS) BEFORE INCOME TAX EXPENSE (BENEFIT),
   MINORITY INTEREST AND EXTRAORDINARY ITEMS......................          413.0         (401.6)        (150.0)

INCOME TAX EXPENSE (BENEFIT)......................................          299.9          (46.2)         (35.8)
                                                                        ---------      ---------       --------

INCOME (LOSS) BEFORE MINORITY INTEREST AND
   EXTRAORDINARY ITEMS............................................          113.1         (355.4)        (114.2)

MINORITY INTEREST.................................................                         107.9           17.0
                                                                        ---------      ---------       --------

INCOME (LOSS) BEFORE EXTRAORDINARY ITEMS..........................          113.1         (247.5)         (97.2)

EXTRAORDINARY ITEMS...............................................           (7.1)          (6.2)          (0.1)
                                                                        ---------      ---------       --------

NET INCOME (LOSS).................................................         $106.0        ($253.7)        ($97.3)
                                                                        =========      =========       ========

</TABLE>


See notes to consolidated financial statements.

                                                     - 22 -

<PAGE>



COMCAST CABLE COMMUNICATIONS, INC. AND SUBSIDIARIES
---------------------------------------------------

CONSOLIDATED STATEMENT OF CASH FLOWS
(Dollars in millions)


<TABLE>
<CAPTION>
<S>                                                                        <C>           <C>             <C>
                                                                                Year Ended December 31,
                                                                          2000           1999            1998
                                                                        ---------      ---------       --------

OPERATING ACTIVITIES
   Net income (loss)..............................................         $106.0        ($253.7)        ($97.3)
   Adjustments to reconcile net income (loss) to net cash
     provided by operating activities:
     Depreciation and amortization................................        2,382.7        1,017.7          674.1
     Non-cash interest expense....................................            3.2            0.9            0.4
     Non-cash interest expense on notes payable to affiliates.....                           5.0            2.3
     Deferred expenses charged by an affiliate....................           95.9          139.4          126.0
     Equity in net losses of affiliates...........................            9.3            2.4            0.4
     Gains on sales of investments and other income, net..........       (1,697.1)          (0.9)          (7.9)
     Minority interest............................................                        (107.9)         (17.0)
     Extraordinary items..........................................            7.1            6.2            0.1
     Deferred income tax expense (benefit), due to affiliate......          288.4          (71.2)         (43.1)
     Other........................................................           (0.1)          (4.4)          (1.2)
                                                                        ---------      ---------       --------
                                                                          1,195.4          733.5          636.8
     Changes in working capital...................................           94.7           48.4           64.3
                                                                        ---------      ---------       --------
       Net cash provided by operating activities..................        1,290.1          781.9          701.1
                                                                        ---------      ---------       --------

FINANCING ACTIVITIES
   Proceeds from borrowings.......................................        4,252.6          176.6        1,724.9
   Repayments of long-term debt...................................       (4,628.5)        (201.6)        (870.9)
   Proceeds from notes payable to affiliates......................          986.2           40.3          137.4
   Repayment of notes payable to affiliates.......................         (126.1)         (40.3)        (700.3)
   Increase in notes receivable from affiliates...................          (63.8)
   Capital contributions from parent..............................          418.7          960.1
   Net transactions with affiliates...............................           53.2           (6.4)          41.0
   Deferred financing costs and other.............................          (34.6)           8.1          (12.0)
                                                                        ---------      ---------       --------
       Net cash provided by financing activities..................          857.7          936.8          320.1
                                                                        ---------      ---------       --------

INVESTING ACTIVITIES
   Acquisitions, net of cash acquired.............................         (164.7)         (41.8)        (259.7)
   (Purchases of) proceeds from sales of short-term investments...           (0.1)          (0.1)           0.1
   Investments in affiliates......................................         (576.3)        (750.0)
   Proceeds from sales of investments.............................           76.4            5.9
   Capital expenditures...........................................       (1,248.0)        (731.8)        (711.1)
   (Increase) decrease in cash held by an affiliate...............          (40.2)          23.1           (0.5)
   Additions to deferred charges and other........................         (211.7)        (197.5)         (56.2)
                                                                        ---------      ---------       --------
       Net cash used in investing activities......................       (2,164.6)      (1,692.2)      (1,027.4)
                                                                        ---------      ---------       --------

(DECREASE) INCREASE IN CASH AND CASH EQUIVALENTS..................          (16.8)          26.5           (6.2)

CASH AND CASH EQUIVALENTS, beginning of year                                 61.0           34.5           40.7
                                                                        ---------      ---------       --------

CASH AND CASH EQUIVALENTS, end of year                                      $44.2          $61.0          $34.5
                                                                        =========      =========       ========
</TABLE>


See notes to consolidated financial statements.



                                                     - 23 -

<PAGE>



COMCAST CABLE COMMUNICATIONS, INC. AND SUBSIDIARIES
---------------------------------------------------

CONSOLIDATED STATEMENT OF STOCKHOLDERS' EQUITY
(Dollars in millions)



<TABLE>
<CAPTION>
                                                                                          Accumulated
                                                                                             Other
                                                  Common     Additional   Accumulated    Comprehensive
                                                  Stock       Capital       Deficit      (Loss) Income       Total
                                                ----------   ----------   -----------     -------------    ---------

<S>                                             <C>          <C>           <C>              <C>             <C>
BALANCE, JANUARY 1, 1998.......................   $            $3,066.2     ($2,799.1)        $               $267.1
   Comprehensive loss:
   Net loss....................................                                 (97.3)
   Unrealized gains on marketable securities,
     net of deferred taxes of $1.7.............                                                     3.2
   Total comprehensive loss....................                                                                (94.1)
                                                ----------   ----------   -----------     -------------    ---------

BALANCE, DECEMBER 31, 1998.....................                 3,066.2      (2,896.4)              3.2        173.0
   Comprehensive loss:
   Net loss....................................                                (253.7)
   Unrealized gains on marketable securities,
     net of deferred taxes of $13.0............                                                    24.3
   Total comprehensive loss....................                                                               (229.4)
   Capital contributions from parent...........                 1,865.2                                      1,865.2
                                                ----------   ----------   -----------     -------------    ---------

BALANCE, DECEMBER 31, 1999.....................                 4,931.4      (3,150.1)             27.5      1,808.8
   Comprehensive loss:
   Net income..................................                                 106.0
   Unrealized losses on marketable securities,
     net of deferred taxes of $107.1...........                                                  (199.0)
   Total comprehensive loss....................                                                                (93.0)
   Capital contributions from parent...........                10,341.4                                     10,341.4
                                                ----------   ----------   -----------     -------------    ---------

BALANCE, DECEMBER 31, 2000.....................   $           $15,272.8     ($3,044.1)          ($171.5)   $12,057.2
                                                ==========   ==========   ===========     =============    =========

</TABLE>


See notes to consolidated financial statements.




                                                       - 24 -

<PAGE>

COMCAST CABLE COMMUNICATIONS, INC. AND SUBSIDIARIES
---------------------------------------------------

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
YEARS ENDED DECEMBER 31, 2000, 1999 AND 1998


1.   BUSINESS

     Comcast   Cable   Communications,   Inc.,  a  Delaware   corporation,   and
     subsidiaries  (the  "Company")  is an indirect  wholly owned  subsidiary of
     Comcast  Corporation  ("Comcast").  The  Company and its  subsidiaries  are
     engaged  in  the   development,   management  and  operation  of  broadband
     communications  networks in the United States.  The Company's  consolidated
     cable operations served  approximately  7.6 million  subscribers and passed
     approximately 12.7 million homes as of December 31, 2000.

2.   SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES AND OTHER ITEMS

     Basis of Consolidation
     The consolidated  financial  statements include the accounts of the Company
     and  all  wholly  owned  or  controlled   subsidiaries.   All   significant
     intercompany  accounts and transactions  among  consolidated  entities have
     been eliminated.

     Reorganization
     In August  2000,  two wholly  owned  subsidiaries  of Comcast,  Comcast LCI
     Holdings,  Inc. ("LCI  Holdings") and Comcast JOIN  Holdings,  Inc.  ("JOIN
     Holdings")  were merged into the Company  (the  "Reorganization").  Lenfest
     Communications,  Inc. ("Lenfest"),  the predecessor to LCI Holdings,  owned
     cable  systems  and  was  acquired  by  Comcast  in  January  2000.   Jones
     Intercable,  Inc. ("Jones  Intercable"),  the predecessor to JOIN Holdings,
     owned  cable  systems  and was  acquired by Comcast in April 1999 and March
     2000. The Reorganization was accounted for at Comcast's  historical cost in
     a manner similar to a pooling of interests.  Accordingly,  the accompanying
     consolidated  financial  statements  include  the  accounts  of the  merged
     subsidiaries  since the dates of their acquisition by Comcast (see Note 3).
     The Reorganization had no significant impact on the Company's  consolidated
     statement of cash flows during the year ended  December 31, 2000 due to its
     noncash nature (see Note 9).

     Management's Use of Estimates
     The  preparation  of financial  statements  in  conformity  with  generally
     accepted  accounting  principles  requires management to make estimates and
     assumptions  that affect the reported amounts of assets and liabilities and
     disclosure  of  contingent  assets  and  liabilities  at  the  date  of the
     financial  statements  and the  reported  amounts of revenues  and expenses
     during  the  reporting  period.  Actual  results  could  differ  from those
     estimates.

     Fair Values
     The estimated fair value amounts presented in these consolidated  financial
     statements  have been  determined  by the Company  using  available  market
     information and appropriate methodologies.  However,  considerable judgment
     is required in  interpreting  market data to develop the  estimates of fair
     value. The estimates presented herein are not necessarily indicative of the
     amounts that the Company could realize in a current  market  exchange.  The
     use of different market  assumptions  and/or  estimation  methodologies may
     have a material effect on the estimated fair value amounts. Such fair value
     estimates are based on pertinent  information available to management as of
     December 31, 2000 and 1999, and have not been comprehensively  revalued for
     purposes of these consolidated financial statements since such dates.

     A  reasonable   estimate  of  fair  value  of  the  notes  receivable  from
     affiliates,  the notes  payable to  affiliates  and the amounts due from/to
     affiliates in the Company's  consolidated  balance sheet is not practicable
     to obtain  because of the related  party nature of these items and the lack
     of quoted market prices.

     Cash Equivalents and Cash Held by an Affiliate
     Cash  equivalents  consist  principally  of  certificates  of deposit  with
     maturities of three months or less when purchased.  The carrying amounts of
     the Company's cash equivalents approximate their fair values.


                                     - 25 -

<PAGE>


COMCAST CABLE COMMUNICATIONS, INC. AND SUBSIDIARIES
---------------------------------------------------

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
YEARS ENDED DECEMBER 31, 2000, 1999 AND 1998 (Continued)


     Cash held by an affiliate  consists of cash held by a subsidiary of Comcast
     under a cash management program (see Note 7).

     Investments
     Investments  consist  principally of equity  securities and certificates of
     deposit with maturities of greater than three months when purchased.

     Investments  in  entities  in which the Company has the ability to exercise
     significant  influence  over the operating  and  financial  policies of the
     investee  are  accounted  for  under  the  equity  method.   Equity  method
     investments  are  recorded at original  cost and adjusted  periodically  to
     recognize the Company's proportionate share of the investees' net income or
     losses  after the date of  investment,  additional  contributions  made and
     dividends received.

     Unrestricted  publicly  traded  investments are classified as available for
     sale and  recorded at their fair  value,  with  unrealized  gains or losses
     resulting from changes in fair value between  measurement dates recorded as
     a component of other comprehensive (loss) income.

     Restricted  publicly  traded  investments and investments in privately held
     companies  are stated at cost,  adjusted for any known  diminution in value
     (see Note 4).

     Property and Equipment
     Property and  equipment are stated at cost.  Depreciation  is provided on a
     straight-line basis over estimated useful lives as follows:

              Buildings and improvements ................... 10-40 years
              Operating facilities..........................  5-20 years
              Other equipment...............................  2-10 years

     Improvements  that extend asset lives are  capitalized;  other  repairs and
     maintenance  charges  are  expensed  as  incurred.  The  cost  and  related
     accumulated  depreciation  applicable to assets sold or retired are removed
     from the accounts and the gain or loss on  disposition  is  recognized as a
     component of depreciation expense.

     In connection  with the rebuild and upgrade of cable  systems,  the Company
     depreciates  the  remaining net book value of the assets over the estimated
     rebuild  or  upgrade  period.  Under  this  policy,  the  Company  recorded
     additional  depreciation expense of $66.0 million,  $19.7 million and $34.4
     million  during  the  years  ended  December  31,  2000,   1999  and  1998,
     respectively.

     Capitalized Costs
     The  costs  associated  with the  construction  of cable  transmission  and
     distribution   facilities   and  new  cable   service   installations   are
     capitalized.  Costs  include  all  direct  labor and  materials  as well as
     certain indirect costs.

     Deferred Charges
     Franchise and license  acquisition  costs are amortized on a  straight-line
     basis over their legal or estimated useful lives ranging principally from 3
     to 20 years.  The excess of cost over the fair value of net assets acquired
     is being  amortized on a  straight-line  basis  principally  over estimated
     useful  lives of 20  years.  Debt  issue  costs are  being  amortized  on a
     straight-line basis over the term of the related debt.

     Valuation of Long-Lived Assets
     The Company  periodically  evaluates the  recoverability  of its long-lived
     assets,  including  property  and  equipment  and deferred  charges,  using
     objective   methodologies  whenever  events  or  changes  in  circumstances
     indicate   that  the  carrying   amount  may  not  be   recoverable.   Such
     methodologies  include evaluations based on the cash flows generated by the
     underlying assets,  profitability  information,  including estimated future
     operating results, trends

                                     - 26 -

<PAGE>


COMCAST CABLE COMMUNICATIONS, INC. AND SUBSIDIARIES
---------------------------------------------------

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
YEARS ENDED DECEMBER 31, 2000, 1999 AND 1998 (Continued)


     or other  determinants  of fair value.  If the total of the expected future
     undiscounted  cash flows is less than the carrying  amount of the asset,  a
     loss is  recognized  for the  difference  between  the fair  value  and the
     carrying value of the asset.

     Revenue Recognition
     Service income is recognized as service is provided. Credit risk is managed
     by  disconnecting  services to customers  who are  delinquent.  Advertising
     sales  revenue  is  recognized  at  estimated  realizable  values  when the
     advertising is aired.

     Postretirement and Postemployment Benefits
     The estimated costs of retiree benefits and benefits for former or inactive
     employees, after employment but before retirement, are accrued and recorded
     as a charge to operations  during the years the employees provide services.
     The Company's  retiree benefit  obligation is unfunded and all benefits are
     provided and paid by Comcast.  Accordingly,  the  Company's  liability  for
     these costs is included in due to affiliates.

     Investment Income
     Investment income includes interest income,  dividend income and gains, net
     of losses,  on the sale or exchange of marketable  securities and long-term
     investments.  Gross  realized  gains and  losses are  recognized  using the
     specific identification method.  Investment income also includes impairment
     losses resulting from adjustments to the net realizable value of certain of
     the Company's investments (see Note 4).

     Income Taxes
     The Company  recognizes  deferred tax assets and  liabilities for temporary
     differences  between the financial reporting basis and the tax basis of the
     Company's  assets and  liabilities  and expected  benefits of utilizing net
     operating  loss  carryforwards.  The impact on deferred taxes of changes in
     tax rates and laws,  if any,  applied to the years during  which  temporary
     differences are expected to be settled,  are reflected in the  consolidated
     financial statements in the period of enactment.

     Derivative Financial Instruments
     The  Company  employs  derivative  financial  instruments  for a number  of
     purposes.  The Company  manages its  exposure to  fluctuations  in interest
     rates  by  entering  into  interest  rate  exchange  agreements  ("Swaps"),
     interest rate cap agreements  ("Caps") and interest rate collar  agreements
     ("Collars").  Swaps,  Caps and  Collars are  matched  with either  fixed or
     variable  rate debt and periodic  cash payments are accrued on a settlement
     basis as an adjustment to interest  expense.  Any premiums  associated with
     these  instruments  are  amortized  over their term and  realized  gains or
     losses as a result of the  termination of the  instruments are deferred and
     amortized over the remaining term of the underlying debt.  Unrealized gains
     and  losses  as a  result  of these  instruments  are  recognized  when the
     underlying hedged item is extinguished or otherwise terminated.

     The Company makes  investments in businesses,  to some degree,  through the
     purchase  of  equity  call  option  or  call  warrant  agreements  ("Equity
     Warrants").  Equity  warrants are marked to market on a current  basis with
     the result included in accumulated other comprehensive (loss) income in the
     Company's consolidated balance sheet.

     Those  instruments  that have been  entered  into by the  Company  to hedge
     exposure to interest rate risk are periodically  examined by the Company to
     ensure that the instruments are matched with underlying liabilities, reduce
     the Company's risks relating to interest rates,  and,  through market value
     and  sensitivity  analysis,  maintain a high  correlation  to the  interest
     expense  of the hedged  item.  For those  instruments  that do not meet the
     above criteria,  variations in their fair value are  marked-to-market  on a
     current basis in the Company's consolidated statement of operations.


                                     - 27 -

<PAGE>


COMCAST CABLE COMMUNICATIONS, INC. AND SUBSIDIARIES
---------------------------------------------------

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
YEARS ENDED DECEMBER 31, 2000, 1999 AND 1998 (Continued)


     The Company does not hold or issue any derivative financial instruments for
     trading purposes and is not a party to leveraged  instruments (see Note 5).
     The  credit  risks  associated  with  the  Company's  derivative  financial
     instruments  are  controlled  through the  evaluation and monitoring of the
     creditworthiness of the counterparties. Although the Company may be exposed
     to losses in the event of nonperformance by the counterparties, the Company
     does not expect such losses, if any, to be significant.

     SFAS No. 133, as Amended
     In June 1998, the Financial Accounting Standards Board ("FASB") issued SFAS
     No. 133,  "Accounting for Derivative  Instruments and Hedging  Activities."
     This  statement   establishes   accounting  and  reporting   standards  for
     derivatives  and hedging  activities.  The new standard  requires  that all
     derivative  instruments  be  reported  on the  balance  sheet at their fair
     values. For derivative  instruments  designated and effective as fair value
     hedges,  changes in the fair  value of the  derivative  instrument  will be
     substantially  offset in the statement of operations by changes in the fair
     value of the hedged item.  For  derivative  instruments  designated as cash
     flow  hedges,  the  effective  portion  of any hedge is  reported  in other
     comprehensive  (loss) income until it is recognized in earnings  during the
     same  period in which the hedged item  affects  earnings.  The  ineffective
     portion of all hedges will be recognized  in current  earnings each period.
     Changes in the fair value of derivative instruments that are not designated
     as a hedge will be recorded each period in current earnings.

     In July 1999,  the FASB issued SFAS No. 137 which  deferred  the  effective
     date for  implementation  of SFAS No. 133 to fiscal years  beginning  after
     June 15, 2000. In June 2000,  the FASB issued SFAS No. 138 which  addressed
     certain issues causing implementation  difficulties for entities that apply
     SFAS No. 133. The Company  adopted SFAS No. 133, as amended,  on January 1,
     2001.  Instruments that the Company has entered into that will be accounted
     for under SFAS No. 133, as amended,  include Equity Warrants and Swaps. See
     Management's  Discussion and Analysis of Financial Condition and Results of
     Operations  included in Item 7 of the Company's  Annual Report on Form 10-K
     for a discussion  of the expected  impact the adoption of SFAS No. 133 will
     have on the  Company's  consolidated  financial  position  and  results  of
     operations.

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

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

3.   ACQUISITIONS AND OTHER SIGNIFICANT EVENTS

     AT&T Cable Systems Exchange
     On December 31, 2000, the Company and Comcast  completed  their  previously
     announced cable systems exchange with AT&T Corp. ("AT&T") pursuant to which
     the Company  received cable  communications  systems serving  approximately
     770,000  subscribers.  In exchange,  AT&T received certain of the Company's
     cable communications systems serving approximately 700,000 subscribers.  In
     connection  with the  exchange,  the  Company  recorded  to other  income a
     pre-tax gain of $1.711  billion,  representing  the difference  between the
     estimated  fair value as of the  closing  date of the  transaction  and the
     Company's cost basis in the systems exchanged.


                                     - 28 -

<PAGE>


COMCAST CABLE COMMUNICATIONS, INC. AND SUBSIDIARIES
---------------------------------------------------

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
YEARS ENDED DECEMBER 31, 2000, 1999 AND 1998 (Continued)


     Acquisition of Prime Communications LLC
     In December  1998,  Comcast  agreed to invest in Prime  Communications  LLC
     ("Prime"),  a cable communications  company serving  approximately  406,000
     subscribers.  Pursuant to the terms of this  agreement,  in  December  1998
     Comcast  acquired from Prime a $50.0 million 12.75%  subordinated  note due
     2008  issued by Prime.  In July 1999,  Comcast  made a loan to Prime in the
     form of a $733.5  million  6% ten year  note,  convertible  into 90% of the
     equity of Prime.  Since that time, Comcast made an additional $70.0 million
     in loans to Prime (on the same terms as the original loan). In August 2000,
     Comcast made a capital  contribution of the note, plus accrued  interest of
     $51.7  million  on the  note  and the  loans  to the  Company  (the  "Prime
     Contribution").  Immediately  thereafter,  the Company  converted the note,
     plus accrued interest on the note and the loans to equity and the owners of
     Prime sold their  remaining 10% equity interest in Prime to the Company for
     $87.7  million.  As a result,  the  Company  owns 100% of Prime and assumed
     management  control of Prime's  operations (the "Prime  Acquisition").  The
     Prime Acquisition was funded with proceeds from a capital contribution from
     Comcast.  The Company  assumed and  immediately  repaid  $532.0  million of
     Prime's  debt  with  proceeds  from   borrowings   under  existing   credit
     facilities.

     Acquisition of Jones Intercable, Inc.
     In April 1999, Comcast acquired a controlling interest in Jones Intercable,
     a  cable   communications   company  serving   approximately   1.1  million
     subscribers for aggregate  consideration of $706.3 million in cash. Also on
     that  date,  Comcast  contributed  its  shares in Jones  Intercable  to the
     Company.  In June 1999,  Comcast purchased an additional 1.0 million shares
     of Jones  Intercable  Class A Common  Stock for $50.0  million in cash in a
     private  transaction  and  contributed  such  shares  to the  Company.  The
     acquisitions were accounted for under the purchase method of accounting.

     In  March  2000,  the  Jones  Intercable  shareholders  approved  a  merger
     agreement  pursuant to which the Jones Intercable  shareholders,  including
     the Company,  received 1.4 shares of Comcast's Class A Special Common Stock
     in exchange  for each share of Jones  Intercable  Class A Common  Stock and
     Common Stock (the "Jones Merger"), and Jones Intercable was merged with and
     into  JOIN  Holdings,   with  JOIN  Holdings  as  the  successor  to  Jones
     Intercable.  In  connection  with the  closing of the  merger,  the Company
     exchanged its 39.6%  interest in Jones  Intercable for  approximately  23.3
     million   shares  of  Comcast  Class  A  Special   Common  Stock.   As  the
     consideration  received for the Company's  interest in Jones Intercable was
     shares of  Comcast  Class A  Special  Common  Stock,  the  exchange  had no
     significant  impact on the Company's  consolidated  statement of cash flows
     during the year ended December 31, 2000 (see Note 9).

     In May 2000,  the Company sold its interest in its wholly owned  subsidiary
     which  held the  Comcast  Class A Special  Common  Stock to a wholly  owned
     subsidiary  of Comcast  in  consideration  for  amounts  due to  affiliates
     totaling $758.1 million related to management fees and programming  charges
     (see  Note  7).  The  Company  did  not  record  any  gain  or  loss on the
     transaction  as it was  between  subsidiaries  under the common  control of
     Comcast.  In August  2000,  JOIN  Holdings was merged into the Company (see
     Note 2).

     Acquisition of CalPERS' Interest in Jointly Owned Cable Properties
     In February 2000,  the Company  acquired the  California  Public  Employees
     Retirement  System's  ("CalPERS")  45% interest in Comcast  MHCP  Holdings,
     L.L.C.  ("Comcast MHCP"),  formerly a 55% owned consolidated  subsidiary of
     the Company which serves  subscribers in Michigan,  New Jersey and Florida.
     As a result,  the Company now owns 100% of Comcast MHCP. The  consideration
     was $750.0  million in cash and was funded with the proceeds from a capital
     contribution that the Company received from Comcast (see Note 7).

     Acquisition of Lenfest Communications, Inc.
     In January 2000, Comcast acquired Lenfest, a cable  communications  company
     serving approximately 1.1 million subscribers primarily in the Philadelphia
     area from AT&T and the other Lenfest  stockholders for approximately  120.1
     million shares of Comcast's  Class A Special Common Stock,  with a value of
     $6.014 billion (the "Lenfest Acquisition").  In connection with the Lenfest
     Acquisition, Comcast assumed approximately $1.326 billion of debt.

                                     - 29 -

<PAGE>


COMCAST CABLE COMMUNICATIONS, INC. AND SUBSIDIARIES
---------------------------------------------------

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
YEARS ENDED DECEMBER 31, 2000, 1999 AND 1998 (Continued)


     Immediately  upon  closing of the Lenfest  Acquisition,  Lenfest was merged
     with and into LCI Holdings  with LCI Holdings as the  successor to Lenfest.
     In August 2000, LCI Holdings was merged into the Company (see Note 2).

     Consolidation of Comcast Cablevision of Garden State, L.P.
     Comcast  Cablevision of Garden State, L.P. ("Garden State Cable") (formerly
     Garden State  Cablevision  L.P.), a cable  communications  company  serving
     approximately 216,000 subscribers in New Jersey, is a partnership which was
     owned  50% by  Lenfest  and  50% by  Comcast.  In  December  2000,  Comcast
     contributed  its 50% interest in Garden  State Cable to the  Company.  As a
     result of the Lenfest  Acquisition  and Comcast's  contribution  of its 50%
     interest in Garden State  Cable,  the Company now owns 100% of Garden State
     Cable. The contribution of Comcast's 50% interest in Garden State Cable was
     accounted for at Comcast's historical cost in a manner similar to a pooling
     of  interests.   Accordingly,   the  accompanying   consolidated  financial
     statements include the accounts of Garden State Cable since the date of the
     Lenfest Acquisition.  The contribution did not have a significant impact on
     the  Company's  consolidated  statement of cash flows during the year ended
     December 31, 2000 due to its noncash nature (see Note 9).

     The  acquisitions  completed  by the Company  and Comcast  during the years
     ended  December  31, 2000 and 1999 were  accounted  for under the  purchase
     method of  accounting.  As such,  the  operating  results  of the  acquired
     systems  have been  included in the  Company's  consolidated  statement  of
     operations  from the  acquisition  date.  The  Company  recorded  the final
     purchase price allocation  related to the  acquisitions of Lenfest,  Garden
     State  Cable,   CalPERS'  interest  in  Comcast  MHCP  and  of  the  public
     shareholders'  interest in Jones  Intercable  during the fourth  quarter of
     2000. The allocation of the purchase price for the acquisition of Prime and
     the AT&T cable systems exchange, is preliminary pending completion of final
     appraisals.

     Unaudited Pro Forma Information
     The following  unaudited pro forma information for the years ended December
     31, 2000,  1999 and 1998 has been  presented as if the Jones Merger and the
     acquisitions of Lenfest,  CalPERS'  interest in Comcast MHCP and Prime, the
     consolidation  of Garden State Cable and the cable systems acquired through
     the  exchange  with  AT&T  each  occurred  on  January  1,  1999,  and  the
     acquisition  by  Comcast  of a  controlling  interest  in Jones  Intercable
     occurred  on January  1,  1998.  This  information  is based on  historical
     results of operations,  adjusted for acquisition costs, and, in the opinion
     of management, is not necessarily indicative of what the results would have
     been had the Company  operated  Jones  Intercable,  Comcast MHCP,  Lenfest,
     Garden  State  Cable,  Prime and the AT&T  cable  systems  received  in the
     exchange since such dates.


<TABLE>
<CAPTION>
                                                        (Amounts in millions)
                                                       Year Ended December 31,
                                                    2000        1999         1998
                                                 ----------  ----------   ----------
<S>                                                <C>         <C>          <C>
     Revenues                                      $4,320.6    $3,950.6     $2,768.5
     Income (loss) before extraordinary items         $31.2   ($1,106.8)     ($257.1)
     Net income (loss)                                $24.1   ($1,113.0)     ($257.2)
</TABLE>

     Adelphia Cable Systems Exchange
     On January 1, 2001,  the  Company and Comcast  completed  their  previously
     announced cable systems exchange with Adelphia Communications  ("Adelphia")
     pursuant to which the Company received cable communications systems serving
     approximately  460,000  subscribers  from Adelphia.  In exchange,  Adelphia
     received  certain of the Company's  cable  communications  systems  serving
     approximately  440,000  subscribers.  In connection with the exchange,  the
     Company expects to record a gain and the acquisition  will be accounted for
     as a purchase.

     AT&T Cable Systems Acquisition
     In August 2000, the Company and Comcast entered into an agreement with AT&T
     to acquire cable  communications  systems serving up to 700,000 subscribers
     from AT&T in exchange for AT&T common stock that the Company

                                     - 30 -

<PAGE>


COMCAST CABLE COMMUNICATIONS, INC. AND SUBSIDIARIES
---------------------------------------------------

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
YEARS ENDED DECEMBER 31, 2000, 1999 AND 1998 (Continued)


     and Comcast  currently  own or may acquire,  in a  transaction  intended to
     qualify as tax-free to the Company, to Comcast and to AT&T. Pursuant to the
     agreement,  the agreed upon value of the cable communications systems to be
     acquired  by the  Company  from  AT&T is up to  $3.2  billion  (subject  to
     adjustment  based on the  actual  number  of  subscribers  acquired).  Also
     pursuant to the  agreement,  approximately  39.6 million shares of the AT&T
     common stock  currently  owned by Comcast and the Company will be valued at
     $54.41  per  share.  The  transaction  is  subject  to  customary   closing
     conditions and regulatory  approvals,  will be accounted for as a purchase,
     and is expected to close by the end of the second quarter of 2001 (see Note
     4).

4.   INVESTMENTS

     Fair Value Method
     The Company  holds  unrestricted  equity  investments  in certain  publicly
     traded  companies,  with an  historical  cost of $751.7  million  and $68.2
     million as of December  31,  2000 and 1999,  respectively.  The  unrealized
     pre-tax  (losses) gains on these  investments of ($263.9) million and $42.3
     million,  respectively,  have been reported in the  Company's  consolidated
     balance sheet as a component of other  comprehensive  (loss) income, net of
     related  deferred  income  taxes  of $92.4  million  and  ($14.8)  million,
     respectively.

     AT&T Common Stock
     As of December  31, 2000 and 1999,  the Company  holds  approximately  25.3
     million and  approximately  0.3 million  shares of AT&T common  stock.  The
     Company has recorded its  investment in AT&T at its estimated fair value of
     $435.7 million and $13.2 million, respectively (see Note 3).

     Excite@Home Warrants
     Excite@Home  Corporation  ("Excite@Home")  provides  Internet  services  to
     subscribers and businesses over the cable communications  infrastructure in
     a limited  number of cities in the United  States.  As of December 31, 2000
     and 1999,  the Company has earned  warrants to purchase 2.1 million  shares
     and 0.6 million shares, respectively,  of Excite@Home Series A Common Stock
     (the  "Excite@Home  Stock").  As of December 31, 2000 and 1999, the Company
     has recorded the  Excite@Home  warrants,  which are classified as available
     for sale, at their  estimated fair value of $6.9 million and $23.3 million,
     respectively.  The  investment in the  Excite@Home  warrants is included in
     current investments as of December 31, 2000.

     Pursuant  to an  agreement  between  Excite@Home  and its  principal  cable
     partners,  including  Comcast (the  "Founding  Cable  Stockholders"),  AT&T
     granted Comcast the right to exchange its Excite@Home Stock,  including the
     Excite@Home  warrants  held by the  Company,  with AT&T at any time between
     January 1, 2001 and June 4, 2002 at a price  equal to the higher of $48 per
     share or the average per share  trading price for a 30-day  trading  period
     (as defined). Comcast has the right to elect payment in the form of cash or
     in shares of AT&T common  stock.  In January  2001,  Comcast  exercised its
     right to exchange all of its Excite@Home  Stock,  including the Excite@Home
     warrants held by the Company, with AT&T at $48 per share for shares of AT&T
     common stock. Under the terms of such exercise, the transaction is expected
     to close by March 31, 2001.

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

                                     - 31 -

<PAGE>


COMCAST CABLE COMMUNICATIONS, INC. AND SUBSIDIARIES
---------------------------------------------------

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
YEARS ENDED DECEMBER 31, 2000, 1999 AND 1998 (Continued)


     warrants held by the Company,  with AT&T is not dependent upon its election
     to either  continue  or  terminate  its  existing  or the new  distribution
     agreement.

     Gain on Exchange of Fair Value Method Investments
     During the year ended  December 31, 2000, in connection  with the merger of
     certain  publicly  traded  companies  held by the Company  accounted for as
     investments  available for sale,  the Company  recognized a pre-tax gain of
     $33.0 million,  representing  the difference  between the fair value of the
     securities  received  by the Company  and the  Company's  cost basis in the
     securities  exchanged.  Such gain was recorded as a  reclassification  from
     accumulated other comprehensive (loss) income to investment income.

     Impairment Losses
     During the year ended December 31, 2000, the Company recorded to investment
     expense pre-tax losses of $42.8 million on certain of its investments based
     on declines in value that were considered other than temporary.

     Equity Method
     The Company records its proportionate interests in the net income (loss) of
     certain of its equity method investees in arrears.  The Company's  recorded
     investments  exceed its  proportionate  interests  in the book value of the
     investees' net assets by $154.7 million as of December 31, 2000 (related to
     the  Company's  investment  in  Susquehanna  Cable).  Such  excess is being
     amortized to equity in net income or loss,  over a period of twenty  years,
     which is consistent with the estimated lives of the underlying assets.

     The  Company  does  not  have  any   additional   significant   contractual
     commitments with respect to any of its investments.  However, to the extent
     the Company does not fund its investees'  capital calls,  it exposes itself
     to dilution of its ownership interests.

     Cost Method Investments
     It is  not  practicable  to  estimate  the  fair  value  of  the  Company's
     investments  in  privately  held  companies,  accounted  for under the cost
     method, due to lack of quoted market prices.


                                     - 32 -

<PAGE>


COMCAST CABLE COMMUNICATIONS, INC. AND SUBSIDIARIES
---------------------------------------------------

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
YEARS ENDED DECEMBER 31, 2000, 1999 AND 1998 (Continued)


5.   LONG-TERM DEBT

<TABLE>
<CAPTION>
                                                                                        December 31,
                                                                                    2000           1999
                                                                                  --------       ---------
                                                                                   (Dollars in millions)
<S>                                                                               <C>            <C>
     Commercial paper...........................................................  $1,323.5
     Notes payable to banks, due 2005...........................................   1,125.0        $1,694.0
     9-5/8% Senior notes, due 2002..............................................     200.0           200.0
     8-1/8% Senior notes, due 2004..............................................     299.9           299.8
     8-3/8% Senior notes, due 2005..............................................     696.3
     8-3/8% Senior notes, due 2007..............................................     597.2           596.8
     8-7/8% Senior notes, due 2007..............................................     249.0           248.9
     6.20% Senior notes, due 2008...............................................     798.2           798.1
     7-5/8% Senior notes, due 2008..............................................     197.1           196.8
     7-5/8% Senior notes, due 2008..............................................     147.4
     8-7/8% Senior notes, due 2017..............................................     545.8           545.7
     8-1/2% Senior notes, due 2027..............................................     249.6           249.6
     10-1/2% Senior subordinated debentures, due 2006...........................     123.8
     8-1/4% Senior subordinated debentures, due 2008............................     149.1
     10-1/2% Senior subordinated debentures, due 2008...........................                     100.0
     Other debt, due in installments............................................      12.4             8.2
                                                                                  --------       ---------
                                                                                   6,714.3         4,937.9
     Less current portion.......................................................       3.3           202.6
                                                                                  --------       ---------
                                                                                  $6,711.0        $4,735.3
                                                                                  ========        ========
</TABLE>

     Maturities of long-term  debt  outstanding  as of December 31, 2000 for the
     four years after 2001 are as follows (dollars in millions):

         2002.................................................       $203.0
         2003.................................................          0.6
         2004.................................................        300.5
         2005.................................................      3,145.5

     In addition to the Company's outstanding long-term debt as presented in the
     table  above,  the  Company  had an  aggregate  of $860.1  million of notes
     payable to Comcast and Comcast's  subsidiaries as of December 31, 2000 (see
     Note 6).

     Contribution of 10 1/2% Senior Subordinated Notes Due 2006
     In  December  2000,  Comcast  contributed  to the  Company  $196.7  million
     principal  amount of the  Company's 10 1/2% senior  subordinated  notes due
     2006  which  were  held by  Comcast.  As such,  amounts  outstanding  as of
     December 31, 2000 have been treated as effectively retired.

     Senior Notes Offerings
     In January  2001,  the Company  sold an aggregate of $1.5 billion of public
     debt  consisting of $500.0 million of 6.375% Senior Notes due 2006 and $1.0
     billion of 6.75% Senior Notes due 2011. The Company used  substantially all
     of the net  proceeds  from the  offerings to repay a portion of the amounts
     outstanding under its commercial paper program and bank credit facility.


                                     - 33 -

<PAGE>


COMCAST CABLE COMMUNICATIONS, INC. AND SUBSIDIARIES
---------------------------------------------------

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
YEARS ENDED DECEMBER 31, 2000, 1999 AND 1998 (Continued)


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

     Amounts  outstanding  under the commercial  paper program are classified as
     long-term in the  Company's  consolidated  balance sheet as of December 31,
     2000  as the  Company  refinanced  a  portion  of  these  obligations  on a
     long-term basis with proceeds from the Company's  senior notes offerings in
     January  2001 and has both the  ability and the intent to  refinance  these
     obligations,  if  necessary,  on a long-term  basis with amounts  available
     under the Comcast Cable Revolver.

     Debt Assumed
     In connection with the  Reorganization,  the  consolidation of Garden State
     Cable and the  contribution by Comcast of Prime to the Company (see Notes 2
     and 3), the Company assumed  aggregate debt of $2.146 billion with interest
     rates ranging  between  6.95% and 10.5%,  and  maturities  between 2001 and
     2008.

     Senior Notes
     Interest on all of the Company's Senior Notes is payable semiannually.  The
     6.375%  Senior Notes and the 6.20% Senior  Notes are  redeemable  only upon
     maturity in January 2006 and November 2008, respectively. The 8 1/2% Senior
     Notes are redeemable,  in whole or in part, at the option of the Company at
     any time after May 1, 2009, and the remaining  Senior Notes are redeemable,
     in whole or in part,  at the  option of the  Company  at any time.  In each
     case,  the Senior Notes are  redeemable  at a price equal to the greater of
     (i) 100% of their principal  amount,  plus accrued  interest thereon to the
     date of redemption,  or (ii) the sum of the present values of the remaining
     scheduled payments of principal and interest thereon discounted to the date
     of  redemption  on a  semiannual  basis at the Adjusted  Treasury  Rate (as
     defined),  plus  accrued  interest  on the  Senior  Notes  to the  date  of
     redemption.  Each holder of the 8 1/2% Senior Notes may require the Company
     to  repurchase  all or a portion of the 8 1/2%  Senior  Notes owned by such
     holder on May 1, 2009 at a purchase  price  equal to 100% of the  principal
     amount thereof.

     The  Senior  Notes are  unsecured  and  unsubordinated  obligations  of the
     Company  and rank pari passu with all other  unsecured  and  unsubordinated
     indebtedness  and other  obligations  of the Company.  The Senior Notes are
     effectively  subordinated to all liabilities of the Company's subsidiaries,
     including trade payables.

     The  indenture  for  the  Senior  Notes,   among  other  things,   contains
     restrictions  (with certain  exceptions)  on the ability of the Company and
     certain of the Company's subsidiaries (as defined) to create liens or enter
     into   sale  and   leaseback   transactions,   and  enter   into   mergers,
     consolidations, or sales of all or substantially all of their assets.

     Redemptions of Debt
     During 2000, the Company repaid $100.0 million  principal  amount of its 10
     1/2% senior subordinated debentures due 2008 with proceeds from a loan from
     Comcast (see Note 6). During 1999,  the Company  repaid  $200.0  million in
     notes payable to insurance  companies  having an interest rate of 8.6%. The
     redemption  was funded with the proceeds from a capital  contribution  that
     the Company received from Comcast (see Note 7).

     Extraordinary Items
     Extraordinary items for the years ended December 31, 2000, 1999 and 1998 of
     $7.1  million,  $6.2  million and $0.1  million,  respectively,  consist of
     unamortized debt issue costs and debt extinguishment  costs, net of related
     tax benefits,  expensed  principally in connection with the redemptions and
     refinancings of certain indebtedness described above.

                                     - 34 -

<PAGE>


COMCAST CABLE COMMUNICATIONS, INC. AND SUBSIDIARIES
---------------------------------------------------

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
YEARS ENDED DECEMBER 31, 2000, 1999 AND 1998 (Continued)


     Interest Rates
     Bank debt interest rates vary based upon one or more of the following rates
     at the option of the Company:

       Prime rate
       Federal Funds rate plus 0.5%; and
       LIBOR plus 0.19% to 0.8%

     As of December 31, 2000 and 1999, the Company's  effective weighted average
     interest  rate on its  long-term  debt  outstanding  was 7.85%  and  7.56%,
     respectively.

     Interest Rate Risk Management
     The  Company is exposed to the market  risk of adverse  changes in interest
     rates. To manage the volatility relating to these exposures,  the Company's
     policy is to maintain a mix of fixed and variable  rate debt and enter into
     various interest rate derivative transactions as described below.

     Using Swaps, the Company agrees to exchange,  at specified  intervals,  the
     difference  between  fixed and  variable  interest  amounts  calculated  by
     reference to an agreed-upon  notional  principal  amount.  Caps are used to
     lock in a maximum  interest rate should variable rates rise, but enable the
     Company to otherwise  pay lower market  rates.  Collars limit the Company's
     exposure to and benefits from interest rate  fluctuations  on variable rate
     debt to within a certain range of rates.

     All  derivative  transactions  must  comply  with a Comcast  board-approved
     derivatives  policy.  In addition to prohibiting the use of derivatives for
     trading  purposes or that increase  risk,  this policy  requires  quarterly
     monitoring  of the  portfolio,  including  portfolio  valuation,  measuring
     counterparty exposure and performing sensitivity analyses.

     The following table  summarizes the terms of the Company's  existing Swaps,
     Caps and Collars as of December 31, 2000 and 1999 (dollars in millions):

<TABLE>
<CAPTION>
<S>                                                       <C>          <C>                <C>            <C>
                                                         Notional                         Average       Estimated
                                                          Amount      Maturities       Interest Rate   Fair Value
                                                         --------     ----------       -------------   ----------
     As of December 31, 2000
     -----------------------
     Fixed to Variable Swaps.........................     $450.0       2004-2008           7.7%           $3.2

     As of December 31, 1999
     -----------------------
     Variable to Fixed Swaps.........................     $300.0       2000-2003           5.6%           $6.4
     Fixed to Variable Swaps.........................      300.0         2004              7.7%           (3.9)
     Caps............................................      140.0         2000              6.8%
     Collar..........................................       50.0         2000            6.3%/4.0%         0.1
</TABLE>

     The  notional  amounts of interest  rate  instruments,  as presented in the
     above table, are used to measure interest to be paid or received and do not
     represent the amount of exposure to credit loss.  The estimated  fair value
     approximates  the  proceeds  (costs) to settle the  outstanding  contracts.
     While Swaps,  Caps and Collars  represent an integral part of the Company's
     interest rate risk management program, their incremental effect on interest
     expense  for the  years  ended  December  31,  2000,  1999 and 1998 was not
     significant.

     Estimated Fair Value
     The Company's  long-term  debt had estimated  fair values of $6.872 billion
     and $4.922  billion as of  December  31, 2000 and 1999,  respectively.  The
     estimated fair value of the Company's  publicly traded debt is based on the
     quoted  market  price for that  debt.  Interest  rates  that are  currently
     available  to the  Company  for  issuance  of debt with  similar  terms and
     remaining  maturities  are used to estimate  fair value for debt issues for
     which quoted market prices are not available.


                                     - 35 -

<PAGE>


COMCAST CABLE COMMUNICATIONS, INC. AND SUBSIDIARIES
---------------------------------------------------

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
YEARS ENDED DECEMBER 31, 2000, 1999 AND 1998 (Continued)


     Debt Covenants
     The Comcast  Cable  Revolver  contains  restrictive  covenants  which,  for
     example,  limit the Company's  ability to enter into  arrangements  for the
     acquisition or disposition of property and equipment,  investments, mergers
     and the  incurrence of  additional  debt.  The Comcast Cable  Revolver also
     contains  financial  covenants  which require that certain  ratios and cash
     flow  levels  be  maintained.  The  Company  and its  subsidiaries  were in
     compliance with all financial covenants for all periods presented.

     Lines and Letters of Credit
     As of December 31,  2000,  certain  subsidiaries  of the Company had unused
     lines of credit of $1.946 billion under their respective credit facilities.

     As of December  31, 2000 the  Company and certain of its  subsidiaries  had
     unused  irrevocable  standby  letters of credit  totaling  $94.7 million to
     cover potential fundings associated with several projects.

6.   NOTES RECEIVABLE FROM AFFILIATES AND NOTES PAYABLE TO AFFILIATES

     As of December 31, 2000, notes receivable from affiliates  consist of $99.3
     million  principal  amount of notes  receivable from Comcast and certain of
     its wholly owned subsidiaries.  The notes receivable bear interest at rates
     ranging from 9.25% to 10.5% (weighted average interest rate of 10.05% as of
     December 31, 2000) and are due between 2010 and 2027.

     As of December  31, 2000,  notes  payable to  affiliates  consist of $860.1
     million  principal  amount of notes  payable to Comcast  and certain of its
     wholly owned subsidiaries. The notes payable bear interest at rates ranging
     from 7.75% to 8.96% (weighted average interest rate of 8.05% as of December
     31, 2000) and are due between 2009 and 2027.

7.   RELATED PARTY TRANSACTIONS

     Comcast, on behalf of the Company,  has an affiliation  agreement with QVC,
     Inc. ("QVC"),  an electronic  retailer and a majority-owned  and controlled
     subsidiary of Comcast, to carry its programming. In return for carrying QVC
     programming,  the Company receives an allocated portion,  based upon market
     share,  of a percentage of net sales of  merchandise  sold to QVC customers
     located in the  Company's  service area.  For the years ended  December 31,
     2000,  1999 and 1998, the Company's  service income includes $14.7 million,
     $10.4 million and $13.3 million, respectively, relating to QVC.

     Through July 31, 2000, Comcast, through management agreements,  managed the
     operations of the Company's subsidiaries,  including rebuilds and upgrades.
     The management  agreements  generally provided that Comcast would supervise
     the  management  and  operations  of the cable  systems and arrange for and
     supervise  certain  administrative  functions.  As  compensation  for  such
     services,  the agreements provided for Comcast to charge management fees of
     up to 6% of gross  revenues.  Comcast  charged the  Company's  subsidiaries
     management  fees of $145.5  million,  $161.8  million and $130.4 million in
     2000, 1999 and 1998,  respectively.  These  management fees are included in
     selling,  general and administrative expenses in the Company's consolidated
     statement of operations.

     Through July 31, 2000, on behalf of the Company,  Comcast secured long-term
     programming contracts that generally provided for payment based on either a
     monthly  fee  per  subscriber  per  channel  or  a  percentage  of  certain
     subscriber revenues. Comcast charged each of the Company's subsidiaries for
     programming on a basis which  generally  approximated  the amount that each
     such subsidiary would be charged if it purchased such programming  directly
     from the supplier,  subject to limitations  imposed by debt  facilities for
     certain  subsidiaries,  and did not benefit  from the  purchasing  power of
     Comcast's  consolidated  operations.  Amounts  charged  to the  Company  by
     Comcast  for  programming  (the  "Programming  Charges")  are  included  in
     operating expenses in the Company's  consolidated  statement of operations.
     The Company purchases certain other services, including insurance and

                                     - 36 -

<PAGE>


COMCAST CABLE COMMUNICATIONS, INC. AND SUBSIDIARIES
---------------------------------------------------

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
YEARS ENDED DECEMBER 31, 2000, 1999 AND 1998 (Continued)


     employee benefits,  from Comcast under  cost-sharing  arrangements on terms
     that reflect  Comcast's  actual cost.  The Company  reimburses  Comcast for
     certain  other  costs   (primarily   salaries)   under   cost-reimbursement
     arrangements.  Under all of these arrangements,  the Company incurred total
     expenses of $1.035 billion,  $971.2 million and $760.9  million,  including
     $835.6 million,  $822.5 million and $640.5 million of Programming  Charges,
     in 2000,  1999 and 1998,  respectively.  The  Programming  Charges  include
     $107.0  million,  $83.6 million and $59.4  million in 2000,  1999 and 1998,
     respectively,  relating  to  programming  purchased  by  the  Company  from
     suppliers in which Comcast holds an equity interest.

     Effective August 1, 2000, Comcast assigned its intercompany  management and
     programming  agreements with the Company's subsidiaries and with certain of
     Comcast's other cable communications  subsidiaries to the Company. As such,
     effective  August 1, 2000,  amounts charged by the Company to the Company's
     subsidiaries  for  management  fees and  programming  are eliminated in the
     Company's consolidated financial statements.

     The Company has entered into a custodial  account  arrangement with Comcast
     Financial  Agency  Corporation  ("CFAC"),  a  wholly  owned  subsidiary  of
     Comcast, under which CFAC provides cash management services to the Company.
     Under this arrangement,  the Company's cash receipts are deposited with and
     held by CFAC,  as custodian and agent,  which  invests and  disburses  such
     funds at the  direction of the  Company.  As of December 31, 2000 and 1999,
     $74.2 million and $34.0  million,  respectively,  of the Company's cash was
     held by  CFAC.  These  amounts  have  been  classified  as cash  held by an
     affiliate in the Company's  consolidated  balance  sheet.  During the years
     ended December 31, 2000, 1999 and 1998, the Company  recognized  investment
     income of $7.2  million,  $2.7 million and $3.1 million,  respectively,  on
     cash held by CFAC.

     As of December  31,  2000,  current due from  affiliates  in the  Company's
     consolidated balance sheet includes amounts due from CFAC, partially offset
     by amounts due to Comcast and its  affiliates.  As of  December  31,  1999,
     current  due  to  affiliates  includes  amounts  due  to  Comcast  and  its
     affiliates under the cost-sharing arrangements described above, and amounts
     payable to Comcast and its affiliates as  reimbursement  for payments made,
     in the ordinary  course of business,  by such  affiliates  on behalf of the
     Company.

     During the year ended  December  31,  1999,  the Company  received  capital
     contributions  from Comcast of $960.1  million,  the proceeds of which were
     used to acquire  CalPERS'  45% interest in Comcast MHCP (see Note 3) and to
     repay notes payable to insurance companies (see Note 5).

8.   INCOME TAXES

     The Company  and its 80% or more owned  subsidiaries  join with  Comcast in
     filing a consolidated  federal income tax return.  Comcast allocates income
     tax  expense  or  benefit to the  Company  as if the  Company  was filing a
     separate  federal income tax return.  Tax benefits from both losses and tax
     credits are made  available  to the  Company as it is able to realize  such
     benefits on a separate  return  basis.  The Company pays Comcast for income
     taxes an  amount  equal  to the  amount  of tax it would  pay if it filed a
     separate tax return.


                                     - 37 -

<PAGE>


COMCAST CABLE COMMUNICATIONS, INC. AND SUBSIDIARIES
---------------------------------------------------

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
YEARS ENDED DECEMBER 31, 2000, 1999 AND 1998 (Continued)


     Income tax expense (benefit) consists of the following  components (dollars
in millions):


<TABLE>
<CAPTION>
<S>                                                                     <C>            <C>              <C>
                                                                              Year Ended December 31,
                                                                        2000           1999           1998
                                                                      --------       ---------      ---------
     Current expense
     Federal.......................................................     $                $18.9           $1.9
     State.........................................................       11.5             6.1            5.4
                                                                      --------       ---------      ---------
                                                                          11.5            25.0            7.3
                                                                      --------       ---------      ---------
     Deferred expense (benefit)
     Federal.......................................................      206.6           (66.8)         (41.1)
     State.........................................................       81.8            (4.4)          (2.0)
                                                                      --------       ---------      ---------
                                                                         288.4           (71.2)         (43.1)
                                                                      --------       ---------      ---------
     Income tax expense (benefit)..................................     $299.9          ($46.2)        ($35.8)
                                                                      ========       =========      =========
</TABLE>

     The income tax expense  (benefit) of the Company differs from the statutory
     amount because of the effect of the following items (dollars in millions):


<TABLE>
<CAPTION>
<S>                                                                     <C>            <C>              <C>
                                                                               Year Ended December 31,
                                                                         2000           1999           1998
                                                                       ---------      ---------      ---------

     Federal tax at statutory rate...................................     $144.6        ($140.6)        ($52.5)
     Non-deductible depreciation and amortization....................       82.2           25.5           21.5
     State income taxes, net of federal benefit......................       60.6            1.0            2.2
     Interest income, taxable to CalPERS.............................       (1.0)          (8.1)          (7.5)
     Increase to valuation allowance.................................       14.1           75.3
     Other...........................................................       (0.6)           0.7            0.5
                                                                       ---------      ---------      ---------
     Income tax expense (benefit)....................................     $299.9         ($46.2)        ($35.8)
                                                                       =========      =========      =========
</TABLE>

     Significant  components  of the Company's net deferred tax liability are as
follows (dollars in millions):


<TABLE>
<CAPTION>
<S>                                                                          <C>                <C>
                                                                                    December 31,
                                                                              2000               1999
                                                                           -----------        -----------
     Deferred tax assets:
     Net operating loss carryforwards......................................     $436.7             $256.3
     Less valuation allowance..............................................                        (207.5)
                                                                           -----------        -----------
                                                                                 436.7               48.8
                                                                           -----------        -----------
     Deferred tax liabilities, principally differences between book
          and tax basis of property and equipment and deferred charges.....    5,453.1            1,684.4
                                                                           -----------        -----------
     Net deferred tax liability............................................   $5,016.4           $1,635.6
                                                                           ===========        ===========
</TABLE>

     The Company  recorded  $3.281 billion of deferred tax  liabilities in 2000,
     including the  elimination  of $221.6 million of valuation  allowances,  in
     connection with  acquisitions  principally  related to basis differences in
     property and equipment and deferred  charges.  As of December 31, 2000, the
     Company has available net operating  loss  carryforwards  of  approximately
     $1.1 billion, which expire primarily in periods through 2019.


                                     - 38 -

<PAGE>


COMCAST CABLE COMMUNICATIONS, INC. AND SUBSIDIARIES
---------------------------------------------------

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
YEARS ENDED DECEMBER 31, 2000, 1999 AND 1998 (Continued)


9.   STATEMENT OF CASH FLOWS - SUPPLEMENTAL INFORMATION

     The Company made cash payments for interest on its long-term debt of $501.0
     million,  $324.8  million  and  $214.4  million  in 2000,  1999  and  1998,
     respectively.  The Company  made cash  payments  for  interest on the notes
     payable to affiliates  of $9.1  million,  $8.9 million and $70.5 million in
     2000, 1999 and 1998, respectively.

     The Company made cash payments to Comcast for income taxes of $6.1 million,
     $7.4 million and $5.4 million in 2000, 1999 and 1998, respectively.

     During the year ended  December 31, 2000,  the Company  acquired the assets
     and  liabilities  and/or  partnership  interests  of Lenfest,  Garden State
     Cable,  Jones  Intercable,  Prime and  Comcast  MHCP,  principally  through
     mergers  or  contributions  from  Comcast  (see  Note 3). In  addition,  on
     December 31, 2000,  the Company and Comcast  completed  their cable systems
     exchange  with  AT&T  (see  Note 3).  The fair  values  of the  assets  and
     liabilities acquired by the Company during the year ended December 31, 2000
     are presented as follows (in millions):


        Current assets...............................           $198.1
        Investments..................................            369.1
        Property, plant & equipment..................          1,030.9
        Deferred charges.............................         14,558.6
        Current liabilities..........................           (260.4)
        Long-term debt...............................         (2,146.5)
        Deferred income taxes and other..............         (3,245.6)
                                                          ------------
             Net assets acquired.....................        $10,504.2
                                                          ============

     During 2000,  the Company (i) redeemed  certain  shares of its common stock
     for nominal  consideration,  and then (ii) in  consideration  for the Prime
     Contribution  and the  Reorganization,  issued certain shares of its common
     stock to Comcast and to a wholly-owned subsidiary of Comcast,  resulting in
     a net redemption of 861.11 shares.

     During the year  ended  December  31,  1999,  the  Company  eliminated  the
     outstanding  balance  of notes  payable  to  affiliates  of $139.6  million
     through a non-cash capital contribution from Comcast.

10.  COMMITMENTS AND CONTINGENCIES

     Commitments
     Minimum  annual rental  commitments  for office space and  equipment  under
     noncancelable operating leases are as follows (dollars in millions):

              2001...........................................   $20.5
              2002...........................................    15.8
              2003...........................................    13.1
              2004...........................................     9.7
              2005...........................................     7.7
              Thereafter.....................................    24.6

     Pole  rentals  have  been  excluded  from the  above  schedule  as they are
     generally cancelable after an initial period by either party upon notice.

     Rental expense (including pole rentals) of $44.6 million, $33.7 million and
     $23.8  million  has been  charged  to  operations  in 2000,  1999 and 1998,
     respectively.


                                     - 39 -

<PAGE>


COMCAST CABLE COMMUNICATIONS, INC. AND SUBSIDIARIES
---------------------------------------------------

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
YEARS ENDED DECEMBER 31, 2000, 1999 AND 1998 (Concluded)

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




















                                     - 40 -

<PAGE>



ITEM 9 CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND
       FINANCIAL DISCLOSURE

     Not applicable.

                                    PART III

The information  called for by Item 10, Directors and Executive  Officers of the
Registrant,  Item 11,  Executive  Compensation,  Item 12, Security  Ownership of
Certain Beneficial Owners and Management, and Item 13, Certain Relationships and
Related  Transactions,  is omitted pursuant to SEC General Instruction I of Form
10-K.






















                                     - 41 -

<PAGE>



                                     PART IV

ITEM 14       EXHIBITS, FINANCIAL STATEMENT SCHEDULES AND REPORTS ON FORM 8-K

     (a) The following consolidated financial statements of ours are included in
         Part II, Item 8:

         Independent Auditors' Report.......................................20
         Consolidated Balance Sheet--December 31, 2000 and 1999.............21
         Consolidated Statement of Operations--Years
           Ended December 31, 2000, 1999 and 1998...........................22
         Consolidated Statement of Cash Flows--Years
           Ended December 31, 2000, 1999 and 1998...........................23
         Consolidated Statement of Stockholders' Equity --
           Years Ended December 31, 2000, 1999 and 1998.....................24
         Notes to Consolidated Financial Statements.........................25

     (b) (i) The following financial statement schedules required to be filed by
         Items 8 and 14(d) of Form 10-K are included in Part IV:

         Schedule I - Condensed Financial Information of Registrant
          Unconsolidated (Parent Only)
         Schedule II - Valuation and Qualifying Accounts

         All other schedules are omitted  because they are not  applicable,  not
         required or the required  information  is included in the  consolidated
         financial statements or notes thereto.

     (c) Reports on Form 8-K:

         None.

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

         3.1      Certificate   of   Incorporation   filed  on  April  2,   1981
                  (incorporated   by   reference   to  Exhibit   3.1(a)  to  our
                  Registration  Statement  on Form  S-4,  as  amended,  filed on
                  September 22, 1997).

         3.2      By-laws  (incorporated  by  reference  to  Exhibit  3.2 to our
                  Registration  Statement  on Form  S-4,  as  amended,  filed on
                  September 22, 1997).

         4.1(a)   Indenture dated as of May 1, 1997 by and between Comcast Cable
                  Communications, Inc. and The Bank of New York (as successor in
                  interest  to Bank  of  Montreal  Trust  Company),  as  Trustee
                  (incorporated   by   reference   to  Exhibit   4.1(a)  to  our
                  Registration  Statement  on Form  S-4,  as  amended,  filed on
                  September 22, 1997).

         4.1(b)   Form of Notes  relating to our 8 1/8% Senior Notes due 2004, 8
                  3/8%  Senior  Notes due  2007,  6.20%  Senior  Notes due 2008,
                  6.375%  Senior Notes due 2006,  6.75% Senior Notes due 2011, 8
                  7/8% Senior  Notes due 2017 and 8 1/2%  Senior  Notes due 2027
                  (incorporated   by   reference   to  Exhibit   4.1(b)  to  our
                  Registration  Statement  on Form  S-4,  as  amended,  filed on
                  September 22, 1997).

         10.1     Tax Sharing  Agreement,  dated as of  December 2, 1992,  among
                  Storer Communications,  Inc., TKR Cable I, Inc., TKR Cable II,
                  Inc.,  TKR Cable III,  Inc.,  AT&T Corp (as successor to Tele-
                  Communications,  Inc.),  Comcast  Corporation  and each of the
                  Departing    Subsidiaries   that   are   signatories   thereto
                  (incorporated   by   reference   to   Exhibit  4  to   Comcast
                  Corporation's Current Report on Form 8-K filed on December 17,
                  1992, as amended by Form 8 filed January 8, 1993).

         10.2     Tax Sharing Agreement, dated December 2, 1992, between Comcast
                  Corporation  and  Comcast  Storer,   Inc.   (incorporated   by
                  reference to Exhibit 9 to Comcast Corporation's Current Report
                  on Form 8-K filed on December 17,  1992,  as amended by Form 8
                  filed January 8, 1993).

         10.3     Management  Agreement,  dated as of April  24,  1997,  between
                  Comcast  Cable  Communications,  Inc. and Comcast  Corporation
                  (incorporated   by   reference   to   Exhibit   10.11  to  our
                  Registration  Statement  on Form  S-4,  as  amended,  filed on
                  September 22, 1997).


                                     - 42 -

<PAGE>

         10.4     Promissory  Note,  dated as of July 2, 1997,  between  Comcast
                  Cable    Communications,    Inc.   and   Comcast   Corporation
                  (incorporated   by   reference   to   Exhibit   10.13  to  our
                  Registration  Statement  on Form  S-4,  as  amended,  filed on
                  September 22, 1997).

         10.5     Agreement  and Plan of Merger,  dated as of November 16, 1999,
                  by and among Comcast Corporation,  Comcast LCI Holdings, Inc.,
                  a wholly owned subsidiary of Comcast,  Lenfest Communications,
                  Inc. ("Lenfest") and Lenfest's  stockholders as named therein.
                  (incorporated  by  reference  to Exhibit  10.1 to the  Comcast
                  Corporation  Current  Report on Form 8-K filed on December 13,
                  1999).

         10.6     Agreement  and Plan of Merger  among Jones  Intercable,  Inc.,
                  Comcast Corporation and Comcast JOIN Holdings,  Inc., dated as
                  of December 22, 1999 (incorporated by reference to Exhibit 2.1
                  to the Comcast Corporation  Registration Statement on Form S-4
                  filed on January 10, 2000).

         10.7     Agreement  and Plan of Merger,  dated as of July 28, 2000,  by
                  and among  Comcast  Cable  Communications,  Inc.,  Comcast LCI
                  Holdings,  Inc., formerly a wholly owned subsidiary of Comcast
                  Corporation and Comcast JOIN Holdings, Inc., formerly a wholly
                  owned  subsidiary  of  Comcast  Corporation  (incorporated  by
                  reference  to Exhibit  10.1 to our Current  Report on Form 8-K
                  filed on September 27, 2000).

         10.8     Asset Exchange  Agreement,  dated as of August 11, 2000, among
                  AT&T Corp. and Comcast Corporation  (incorporated by reference
                  to Exhibit 10.1 to the Comcast Corporation Quarterly Report on
                  Form 10-Q for the Quarter Ended September 30, 2000).

         10.9     Agreement and Plan of  Reorganization,  dated as of August 11,
                  2000, among Comcast Corporation, Comcast Cable Communications,
                  Inc.,  Comcast CCCI II, LLC, Comcast Teleport,  Inc.,  Comcast
                  Heritage, Inc., Comcast Communications  Properties,  Inc., and
                  AT&T Corp.  (incorporated  by reference to Exhibit 10.2 to the
                  Comcast  Corporation  Quarterly  Report  on Form  10-Q for the
                  Quarter Ended September 30, 2000).

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

         10.11    364-Day  Revolving  Credit  Agreement,  dated as of August 24,
                  2000,  among  Comcast  Cable  Communications,   Inc.  and  the
                  Financial   Institutions   Party   Hereto,   Banc  of  America
                  Securities  LLC and  Chase  Securities  Inc.,  as  Joint  Lead
                  Arrangers and Joint Book Managers,  BNY Capital Markets,  Inc.
                  and  Salomon  Smith  Barney  Inc.,  as  Co-Arrangers,  Bank of
                  America, N.A., as Administrative Agent, Chase Securities Inc.,
                  as  Syndication  Agent and Citibank,  N.A. and The Bank of New
                  York, as Co-Documentation  Agents.  (incorporated by reference
                  to Exhibit 10.5 to our  Quarterly  Report on Form 10-Q for the
                  Quarter Ended September 30, 2000).

         10.12    Asset Exchange  Closing  Agreement dated as of January 1, 2001
                  among  Comcast  Corporation,  the  Comcast  Parties,  Adelphia
                  Communications    Corporation   and   the   Adelphia   Parties
                  (incorporated  by  reference  to Exhibit  10.24 to the Comcast
                  Corporation  Annual  Report  on Form  10-K for the year  ended
                  December 31, 2000).

         12.1     Statement  re:  Computation  of  Ratio  of  Earnings  to Fixed
                  Charges.

         23.1     Consent of Deloitte & Touche LLP.

         23.2     Consents of Arthur Andersen LLP.

         99.1     Report of Independent  Public Accountants to Jones Intercable,
                  Inc. as of December 31, 1999 and for the year then ended.

                                     - 43 -

<PAGE>



                                   SIGNATURES

Pursuant to the  requirements of Section 13 or 15(d) of the Securities  Exchange
Act of 1934,  the  Registrant  has duly  caused  this report to be signed on its
behalf  by  the   undersigned,   thereunto  duly  authorized  in   Philadelphia,
Pennsylvania on March 16, 2001.


                                           Comcast Cable Communications, Inc.


                                           By:   /s/ Brian L. Roberts
                                                 ------------------------------
                                                 Brian L. Roberts
                                                 Vice Chairman and Director


Pursuant to the requirements of the Securities Exchange Act of 1934, this report
has been signed below by the following  persons on behalf of the  Registrant and
in the capacities and on the dates indicated.

<TABLE>
<CAPTION>
<S>                           <C>                                      <C>
SIGNATURE                             TITLE                                 DATE
---------                             -----                                 ----

/s/ Ralph J. Roberts           Chairman; Director                       March 16, 2001
-------------------------
Ralph J. Roberts

/s/ Brian L. Roberts           Vice Chairman; Director (Principal       March 16, 2001
-------------------------      Executive Officer)
Brian L. Roberts

/s/ Lawrence S. Smith          Executive Vice President; Director       March 16, 2001
-------------------------
Lawrence S. Smith

/s/ Stanley L. Wang            Executive Vice President, Secretary;     March 16, 2001
-------------------------      Director
Stanley L. Wang

/s/ John R. Alchin             Executive Vice President, Treasurer      March 16, 2001
-------------------------      (Principal Financial Officer)
John R. Alchin

/s/ Lawrence J. Salva          Senior Vice President                    March 16, 2001
-------------------------      (Principal Accounting Officer)
Lawrence J. Salva
</TABLE>




                                     - 44 -

<PAGE>



                    INDEPENDENT AUDITORS' REPORT ON SCHEDULES
                    -----------------------------------------




To the Board of Directors and Stockholders
Comcast Cable Communications, Inc.
Philadelphia, Pennsylvania


Our audits of the financial  statements referred to in our report dated February
23,  2001,  appearing  in the  Annual  Report  on  Form  10-K of  Comcast  Cable
Communications,  Inc. and its  subsidiaries  (the  "Company") for the year ended
December  31,  2000 also  included  the  financial  statement  schedules  of the
Company,  listed in Item 14(b)(i).  These financial  statement schedules are the
responsibility of the Company's management.  Our responsibility is to express an
opinion based on our audits. In our opinion, such financial statement schedules,
when considered in relation to the basic financial  statements taken as a whole,
present fairly in all material respects the information set forth therein.

/s/ Deloitte & Touche LLP
Philadelphia, Pennsylvania
February 23, 2001








                                     - 45 -

<PAGE>



                        COMCAST CABLE COMMUNICATIONS, INC. AND SUBSIDIARIES
                        ---------------------------------------------------

                          SCHEDULE I - CONDENSED FINANCIAL INFORMATION OF
                          -----------------------------------------------

                              REGISTRANT UNCONSOLIDATED (PARENT ONLY)
                              ---------------------------------------

                                      CONDENSED BALANCE SHEET
                                      -----------------------

                             (Dollars in millions, except share data)



<TABLE>
<CAPTION>
<S>                                                                                      <C>
                                                                                    December 31,
                                                                                        1999
                                                                                   --------------
ASSETS
Investments in and amounts due to/from subsidiaries eliminated
   upon consolidation, net......................................................         $4,395.3
Deferred charges, net...........................................................             24.2
                                                                                   --------------
                                                                                         $4,419.5
                                                                                   --------------

LIABILITIES AND STOCKHOLDER'S EQUITY
CURRENT LIABILITIES
   Accrued interest and other...................................................            $29.8
                                                                                   --------------
       Total current liabilities................................................             29.8
                                                                                   --------------
   Long-term debt...............................................................          2,490.0
                                                                                   --------------
   Deferred income taxes, due to affiliates.....................................             89.4
                                                                                   --------------
   Other liabilities ...........................................................              1.5
                                                                                   --------------

STOCKHOLDER'S EQUITY
   Common stock, $1 par value - authorized and issued, 1,000 shares
   Additional capital...........................................................          4,931.4
   Accumulated deficit..........................................................         (3,150.1)
   Accumulated other comprehensive income.......................................             27.5
                                                                                   --------------
       Total stockholder's equity...............................................          1,808.8
                                                                                   --------------
                                                                                         $4,419.5
                                                                                   ==============
</TABLE>


                                              - 46 -

<PAGE>



                        COMCAST CABLE COMMUNICATIONS, INC. AND SUBSIDIARIES
                        ---------------------------------------------------

                         SCHEDULE I -- CONDENSED FINANCIAL INFORMATION OF
                         ------------------------------------------------

                              REGISTRANT UNCONSOLIDATED (PARENT ONLY)
                              ---------------------------------------

                     CONDENSED STATEMENT OF OPERATIONS AND ACCUMULATED DEFICIT
                     ---------------------------------------------------------

                                           (In millions)


<TABLE>
<CAPTION>
<S>                                                                    <C>               <C>
                                                                       Year Ended December 31,
                                                                      1999              1998
                                                                   -----------       -----------
AMORTIZATION..................................................            $2.5              $1.7
                                                                   -----------       -----------

OPERATING LOSS................................................             2.5               1.7

OTHER (INCOME) EXPENSE
   Interest income on affiliate notes, net....................                            (142.4)
   Interest expense, net......................................           192.5             149.9
   Equity in net losses of affiliates.........................           120.2              82.1
                                                                   -----------       -----------
                                                                         312.7              89.6
                                                                   -----------       -----------

LOSS BEFORE INCOME TAX (BENEFIT) EXPENSE......................          (315.2)            (91.3)

INCOME TAX (BENEFIT) EXPENSE..................................           (61.5)              6.0
                                                                   -----------       -----------

NET LOSS......................................................          (253.7)            (97.3)

ACCUMULATED DEFICIT
   Beginning of year..........................................        (2,896.4)         (2,799.1)
                                                                   -----------       -----------

   End of year................................................       ($3,150.1)        ($2,896.4)
                                                                   ===========       ===========
</TABLE>



                                              - 47 -

<PAGE>



                        COMCAST CABLE COMMUNICATIONS, INC. AND SUBSIDIARIES
                        ---------------------------------------------------

                         SCHEDULE I -- CONDENSED FINANCIAL INFORMATION OF
                         ------------------------------------------------

                              REGISTRANT UNCONSOLIDATED (PARENT ONLY)
                              ---------------------------------------

                                 CONDENSED STATEMENT OF CASH FLOWS
                                 ---------------------------------

                                           (In millions)



<TABLE>
<CAPTION>
<S>                                                                          <C>           <C>
                                                                          Year Ended December 31,
                                                                             1999         1998
                                                                           ---------    ---------
OPERATING ACTIVITIES
   Net loss..............................................................    ($253.7)      ($97.3)
   Adjustments to reconcile net loss to net cash (used in)
     provided by operating activities:
     Amortization........................................................        2.5          1.7
     Non-cash interest expense...........................................        0.6          0.4
     Equity in net losses of affiliates..................................      120.2         82.1
     Deferred income tax benefit, due to affiliates......................        5.8         31.8
                                                                           ---------    ---------
                                                                              (124.6)        18.7

     Changes in working capital and other liabilities....................       (0.9)         6.9
                                                                           ---------    ---------
         Net cash (used in) provided by operating activities.............     (125.5)        25.6
                                                                           ---------    ---------

FINANCING ACTIVITIES
   Proceeds from borrowings..............................................                   797.9
   Proceeds from notes payable to affiliate..............................                    72.4
   Repayment of notes payable to affiliates..............................                  (144.7)
   Capital contributions from parent.....................................      960.1
   Deferred financing costs..............................................                   (11.7)
                                                                           ---------    ---------
         Net cash provided by financing activities.......................      960.1        713.9
                                                                           ---------    ---------

INVESTING ACTIVITIES
   Net transactions with affiliates......................................     (834.6)      (739.5)
                                                                           ---------    ---------
         Net cash used in investing activities...........................     (834.6)      (739.5)
                                                                           ---------    ---------

INCREASE IN CASH AND CASH EQUIVALENTS....................................

CASH AND CASH EQUIVALENTS, beginning of year.............................
                                                                           ---------    ---------

CASH AND CASH EQUIVALENTS, end of year...................................    $            $
                                                                           =========    =========
</TABLE>




                                              - 48 -

<PAGE>

<TABLE>
<CAPTION>
<S>                                            <C>              <C>             <C>             <C>            <C>

                                  COMCAST CABLE COMMUNICATIONS, INC. AND SUBSIDIARIES
                                  ---------------------------------------------------

                                    SCHEDULE II - VALUATION AND QUALIFYING ACCOUNTS
                                    -----------------------------------------------

                                      YEARS ENDED DECEMBER 31, 2000, 1999 AND 1998
                                      --------------------------------------------

                                                     (In millions)



                                                                              Additions
                                              Balance at                      Charged to      Deductions       Balance
                                              Beginning       Effect of       Costs and          from           at End
                                               of Year      Acquisitions       Expenses      Reserves(A)       of Year
                                               -------      ------------       --------      -----------       -------

Allowance for Doubtful Accounts

2000                                           $31.2            $10.7           $33.7           $35.7          $39.9

1999                                            19.4              3.1            23.6            14.9           31.2

1998                                            16.7                             15.8            13.1           19.4

</TABLE>






(A) Uncollectible accounts written off.

                                                         - 49 -