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                                    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, 1999
                                       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.)

    1201 Market Street, Suite 2201
          Wilmington, Delaware                                   19801
(Address of principal executive offices)                       (Zip Code)

       Registrant's telephone number, including area code: (302) 594-8700
                        --------------------------------
           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, 1999, there were 1,000 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.
                          1999 FORM 10-K ANNUAL REPORT

                                TABLE OF CONTENTS
                                     PART I
Item 1  Business..............................................................1
Item 2  Properties...........................................................12
Item 3  Legal Proceedings....................................................12
Item 4  Submission of Matters to a Vote of Security Holders..................12

                                  PART II
Item 5  Market for the Registrant's Common Equity and
        Related Stockholder Matters..........................................13
Item 6  Selected Financial Data..............................................13
Item 7  Management's Discussion and Analysis of Financial Condition
        and Results of Operations............................................14
Item 8  Financial Statements and Supplementary Data..........................18
Item 9  Changes in and Disagreements with Accountants on Accounting
        and Financial Disclosure.............................................37

                                 PART III
Item 10 Directors and Executive Officers of the Registrant...................37
Item 11 Executive Compensation...............................................37
Item 12 Security Ownership of Certain Beneficial Owners and Management.......37
Item 13 Certain Relationships and Related Transactions.......................37

                                  PART IV
Item 14 Exhibits, Financial Statement Schedules and Reports on Form 8-K......38
SIGNATURES...................................................................40
                           --------------------------
      This Annual Report on Form 10-K is for the year ending  December 31, 1999.
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 in the past  acquired and will be acquiring  cable  communications
systems in new  communities  in which we do not have  established  relationships
with  the  franchising  authority,  community  leaders  and  cable  subscribers.
Further,  a  substantial  number of new employees  must be  integrated  into our
business   practices  and   operations.   Our  results  of  operations   may  be
significantly  affected by our ability to  efficiently  and  effectively  manage
these changes.

      In addition,  the cable communications  industry may be affected by, among
other things:

     o    changes in laws and regulations,
     o    changes in the competitive environment,
     o    changes in technology,
     o    franchise related matters,
     o    market  conditions that may adversely  affect the availability of debt
          and equity  financing for working  capital,  capital  expenditures  or
          other purposes,
     o    demand for the programming content we distribute, 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
video applications and high-speed Internet access service to expand the products
available on our cable communications networks.

      Our  consolidated  cable  operations  served 5.6 million  subscribers  and
passed 9.4 million  homes in the United  States as of December 31, 1999. We have
entered  into a series of  transactions  whereby  we will  acquire,  subject  to
receipt  of  necessary  regulatory  and  other  approvals,   1.2  million  cable
subscribers  over the next  twelve  months.  Upon  completion  of these  pending
transactions, we will serve 6.8 million subscribers.

      We are a wholly owned subsidiary of Comcast Corporation. We are a Delaware
corporation that was organized in 1981. We have our principal  executive offices
at 1201 Market Street,  Suite 2201,  Wilmington,  Delaware 19801.  Our telephone
number   is   (302) 594-8700.  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 certain significant transactions in 1999 which have or are
expected to close in 2000. 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, 1999

      Exchange of Jones  Intercable  Interest for Comcast Class A Special Common
      Stock

      In  April  1999,   Comcast  acquired  a  controlling   interest  in  Jones
Intercable,   Inc.,  a  cable   communications   company   serving  1.1  million
subscribers,  through  Comcast's  purchase  of  12.8  million  shares  of  Jones
Intercable  Class A Common  Stock and 2.9  million  shares  of Jones  Intercable
Common  Stock for $706.3  million in cash.  In June 1999,  Comcast  acquired  an
additional 1.0 million shares of Jones Intercable Class A Common Stock for $50.0
million in cash through a private transaction.  Comcast contributed its interest
in Jones  Intercable to us. In connection  with Comcast's  contribution of Jones
Intercable to us, we assumed  $1.499 billion of Jones  Intercable  debt. We have
consolidated the operating results of Jones Intercable since April 1999.

      On March 2, 2000, in connection  with the closing of the merger  agreement
between Comcast, Comcast's wholly owned subsidiary,  Comcast JOIN Holdings, Inc.
and Jones  Intercable,  we exchanged our 39.6% interest in Jones  Intercable for
23.3 million shares of Comcast Class A Special Common Stock. As such,  beginning
March 2, 2000,  the  results of Jones  Intercable  will not be  included  in our
consolidated financial statements.

      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., a 55% owned consolidated
subsidiary  of ours which serves  642,000  cable  subscribers  in Michigan,  New
Jersey and Florida  pursuant to an agreement  entered into in December  1999. We
now own 100% of Comcast MHCP. The  consideration  was $750.0 million in cash and
was funded with the proceeds from a capital contribution from Comcast.

      Time Warner Agreement

      In November 1999, we entered into an agreement to exchange  certain of our
cable  communications  systems with Time Warner Cable, a division of Time Warner
Entertainment  Company,  L.P. Under the terms of the agreement,  we will receive
cable  communications  systems serving 120,000  subscribers.  In exchange,  Time
Warner will receive systems that we currently own serving  133,000  subscribers.
At  closing,  Time Warner will pay us an  equalizing  payment of $31.2  million,
reflecting  the agreed upon  difference  in fair value of the Time Warner assets
and our  assets to be  exchanged,  subject to  adjustment.  The  transaction  is
subject to customary closing conditions and regulatory approvals and is expected
to close in the second quarter of 2000.

      Prime Communications Agreement

      In December 1998, Comcast agreed to invest in Prime  Communications LLC, a
cable communications company serving 430,000 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
<PAGE>
$733.5 million 6% ten year note, convertible into 90% of the equity of Prime. In
November  1999,  Comcast made an additional  $20.0 million loan to Prime (on the
same terms as the original  loan),  and  delivered a notice of its  intention to
convert the 6% note. Comcast will contribute the 6% note to us. The note will be
converted upon receipt of customary closing conditions and regulatory approvals,
which are expected to be obtained in the second  quarter of 2000.  The owners of
Prime have agreed that at the time of conversion, they will sell their remaining
10% equity interest in Prime to us for $82.0 million, plus accrued interest from
July  1999 at 7% per  annum.  As a result,  we would  then own 100% of Prime and
assume management control of Prime's  operations.  Upon closing,  we will assume
$550 million of Prime's debt.

      AT&T Agreement

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

      Under  the  terms  of  the   agreement,   Comcast  also  agreed  to  offer
AT&T-branded  residential wireline telephony in our cable communications  system
markets,  provided AT&T has concluded separate residential  telephony agreements
with at least two other non-AT&T affiliated  multi-system cable operators.  AT&T
has agreed to grant Comcast the most  favorable  terms AT&T has reached with any
of those or other multi-system cable operators.

      The majority of the system exchanges are contingent upon the completion of
AT&T's  acquisition of MediaOne Group, Inc., which is expected to close in 2000,
subject to customary closing conditions and regulatory approvals.

      Adelphia Agreement

      In May 1999,  we entered  into an  agreement  to  exchange  certain  cable
communications  systems  with  Adelphia  Communications.  Under the terms of the
agreement,   we  will  receive  cable  communications  systems  serving  464,000
subscribers   from   Adelphia.   In  exchange,   Adelphia   will  receive  cable
communications systems currently owned by us serving 440,000 subscribers. All of
the systems will be valued based upon independent appraisals with any difference
in relative  value to be funded  with cash or  additional  cable  communications
systems.  The  transaction  is  subject  to  customary  closing  conditions  and
regulatory approvals and is expected to close in the third quarter of 2000.

                           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.

      These networks distribute a variety of video,  telecommunications and data
services to residential and commercial subscribers.

      As of December 31,  1999,  81% of our cable  subscribers  were served by a
system with a capacity of at least 550-MHz and 60% of our cable subscribers were
served by a system with a capacity of at least 750-MHz.  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 Internet access service and,
potentially, telephony.

      We will  incur  significant  capital  expenditures  in the  future for the
upgrading and rebuilding of the cable  communications  systems to be acquired by
us as a result of the  pending  system  exchanges  with  AT&T,  Time  Warner and
Adelphia.

                                      - 2 -
<PAGE>
      Franchises

      Cable   communications   systems  are   constructed   and  operated  under
non-exclusive  franchises granted by state or local governmental authorities and
are subject to federal,  state and local legislation and regulation.  Franchises
typically contain many conditions which may include:

      o  rate and service conditions,
      o  construction schedules,
      o  types of  programming  and  provision  of services to schools and other
         public institutions, and
      o  insurance and indemnity bond requirements.

      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.  The
franchises are granted for varying lengths of time.

      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.

      Revenue Sources

      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. Packages of programming services offered to subscribers may consist
of:

      o  national television networks,
      o  local and distant  independent,  specialty and  educational  television
         stations,
      o  satellite-delivered programming,
      o  locally originated programs,
      o  audio programming, and
      o  electronic retailing programs.

      We also offer, for an additional monthly fee, premium services, such as:

      o  Home Box Office(R),
      o  Cinemax(R),
      o  Showtime(R),
      o  The Movie Channel(TM), and
      o  Encore(R).

      These 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.

      We also generate revenues from advertising sales,  pay-per-view  services,
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.  Pay-per-view services permit a
subscriber to order, for a separate fee,  individual feature motion pictures and
special event programs, such as professional boxing,  professional wrestling and
concerts.

      During 1999, we made our digital  cable  service  available to over 80% of
our  subscribers.  As of December 31, 1999, more than 515,000  subscribers  were
receiving our digital cable service for an additional monthly fee. Digital cable
service  allows us to use digital  compression  to  substantially  increase  the
capacity  of our cable  communications  systems,  as well as to improve  picture
quality.

      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.  Through  Excite@Home,   we  also  provide
businesses  with  Internet   connectivity   solutions  and  networked   business
applications.  Together with Excite@Home, we provide national and local content,
sell advertising to businesses and provide services to residential  subscribers.
As of December  31, 1999,  the  Comcast@Home  service was  available to over 3.2
million homes in 14 markets and served 142,000 subscribers.

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

      o  telemarketing,
      o  direct mail advertising,

                                      - 3 -
<PAGE>
      o  door-to-door selling, and
      o  local media advertising.

      Programming

      We  generally  pay either a monthly  fee per  subscriber  per channel or a
percentage  of certain  revenues  for  programming.  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 anticipate that future contract renewals will result
in  programming  costs that are higher than our costs  today,  particularly  for
sports programming.

      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 service and support. As part of our clustering
strategy,  we have recently  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. We have 10
call centers in operation as of December 31, 1999 which serve  approximately 2.4
million subscribers.  Subscribers in our remaining cable communications  systems
receive   customer   service   primarily   through   our   local,   system-based
representatives.

      Our Cable Communications Systems

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

<TABLE>
<CAPTION>
                                                               1999(8)           1998          1997          1996(8)       1995
                                                              ----------      -----------   -----------    ------------  ---------
<S>                                                            <C>              <C>           <C>            <C>           <C>
Basic Cable
      Homes Passed (1)........................................   9,358            7,382         7,138          6,975         5,570
      Subscribers (2).........................................   5,642            4,511         4,366          4,280         3,407
      Penetration (3).........................................    60.3%            61.1%         61.2%          61.4%         61.2%
Digital Cable
      "Digital Ready" Subscribers (4).........................   4,559            1,570
      Subscribers.............................................     515               78
      Penetration (5).........................................    11.3%             5.0%
Comcast@Home
      "Modem Ready" Homes Passed (6)..........................   3,259            1,804           866
      Subscribers.............................................     142               51            10
      "Modem Ready" Penetration (7)...........................     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 basic cable subscriber.
(3)   Basic cable  penetration  means the number of basic cable subscribers as a
      percentage of basic 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)   Digital cable penetration means the number of digital cable subscribers as
      a percentage of "digital ready"  subscribers.
(6)   A home  passed  is  "modem  ready" if we can  connect  it to our  internet
      service  connection  system  without  further  extending the  transmission
      lines.
(7)   "Modem ready" penetration means the number of Comcast@Home  customers as a
      percentage of "modem ready" homes passed.
(8)   In November  1996, we acquired the cable  operations  of The E.W.  Scripps
      Company.  In  April  1999,  Comcast  acquired  and  contributed  to us its
      controlling interest in Jones Intercable, Inc. In March 2000, we exchanged
      our  interest in Jones  Intercable  with Comcast  JOIN  Holdings,  Inc., a
      wholly owned  subsidiary  of Comcast,  for 23.3 million  shares of Comcast
      Class A Special Common Stock.
</FN>
</TABLE>

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

                                      - 4 -
<PAGE>
      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  multichannel, multipoint distribution service operators, commonly known
         as MMDS or wireless  cable  operators,  which use  low-power  microwave
         frequencies  to  transmit  video   programming  and  other  information
         over-the-air to subscribers,
      o  other cable  operators  who build and operate cable systems in the same
         communities that we serve, commonly known as overbuilders,
      o  interactive online computer services,
      o  newspapers, magazines and book stores,
      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 such as digital cable and cable modem Internet  access and
         potential products such as telephony.

      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:

      o  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, and/or

      o  have  announced  plans to construct  and operate  cable  communications
         systems in various states.

      A local telephone  company,  Ameritech,  has obtained cable  franchises in
communities  in Michigan  that we also serve.  It competes  directly  with us in
these  areas by  providing  video and other  cable  communications  services  to
subscribers.  New  facilities-based  competitors  such  as RCN  Corporation  and
Knology  Holdings,  Inc.  are now  offering  cable  and  related  communications
services  in  various  areas  where  we  hold  franchises.  We  anticipate  that
facilities-based competitors will develop in other franchise areas 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

                                      - 5 -
<PAGE>

programming to over 13.1 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  program  services  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.   Recently  enacted  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 have already begun  transmitting  local  broadcast  signals in certain
major televison  markets and have announced their intention to expand this local
television broadcast retransmission service to other domestic markets. With this
legislation,  satellite carriers become more competitive to cable communications
system  operators like us because they are now able to offer  programming  which
more closely  resembles what we offer. We are unable to predict the effects this
legislation and 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  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.  Our ability to compete for  subscribers  in  residential  and
commercial developments served by SMATV system operators is uncertain.  However,
we are developing  competitive  packages of services (video, data and telephony)
to offer to these residential and commercial developments.

      Cable  communications  systems also  compete  with MMDS or wireless  cable
systems,  which  are  authorized  to  operate  in  areas  served  by  our  cable
communications  systems.  The FCC recently  amended its  regulations  to provide
flexibility  to  wireless  system  operators  to employ  digital  technology  in
delivering  two-way  communications  services,   including  high-speed  Internet
access.  Federal law significantly  limits certain local restrictions on the use
of roof-top,  satellite and microwave antennae to receive satellite  programming
and over-the-air broadcasting services.

      Many of our cable communications  systems are currently offering,  or plan
to offer,  interactive  online computer  services to subscribers.  These systems
will 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.

      Recently, 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 cable infrastructure
so that these  companies and others may deliver  Internet  services  directly to
customers  over cable  facilities.  In  response,  several  local  jurisdictions
attempted to impose these capacity  obligations on several cable  communications
operators. Various cable communications companies,  including us, have initiated
litigation challenging these municipal requirements.  In addition, two antitrust
lawsuits  have been filed in federal  courts  alleging  that we and other  cable
communications  companies have improperly  refused to allow our cable facilities
to be used by certain  ISPs to serve their  customers.  Franchise  renewals  and
transfers could become more difficult  depending upon the outcome of this issue.
In a 1999 report to Congress,  the FCC  declined to institute an  administrative
proceeding  to examine this issue.  It is expected that the FCC,  Congress,  and
state and local regulatory authorities will continue to consider actions in this
area.

      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

                                      - 6 -
<PAGE>
companies  are  seeking  to provide  high-speed  broadband  services,  including
interactive  online 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,  and  state  and  local  governmental  authorities.  The  courts,  and
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 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.

      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. Rate  regulation of
non-basic cable programming service tiers ended after March 31, 1999.

      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,

                                      - 7 -
<PAGE>
      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.

      Over  the  past  few  years,  we  have  reached  agreements  with  various
regulatory  bodies to resolve  outstanding  rate  disputes.  We believe that the
resolution  of these  proceedings  did not  have  and  will not have a  material
adverse impact on our financial position, results of operations or liquidity.

      Content Requirements

      The Communications Act and the FCC's regulations  contain broadcast signal
carriage requirements that allow 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 requires a cable operator to devote up to one-third
of its activated channel capacity for the mandatory carriage of local commercial
television  stations.  The  Communications  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 has also  initiated an  administrative  proceeding to consider the
requirements,  if any, for the mandatory  carriage of digital television signals
offered by local  broadcasters.  We are unable to  predict  the  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.

      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.

      In two administrative decisions, the FCC's Cable Services Bureau concluded
that  the  program  access  rules  did  not  apply  to   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 region. The FCC is currently reviewing the Cable
Services Bureau's decisions.

      The Communications Act contains  restrictions on the transmission by cable
operators of obscene or indecent  programming.  It requires  cable  operators to
block fully both the video and audio  portion of  sexually  explicit or indecent
programming  on channels  that are  primarily  dedicated  to  sexually  oriented
programming or  alternatively  to carry such  programming  only at "safe harbor"
time  periods.  A  three-judge  federal  district  court  determined  that  this
provision was  unconstitutional.  The United  States  Supreme Court is currently
reviewing 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,

                                      - 8 -
<PAGE>
      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.

      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,
      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 telecommunications 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 could 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  franchises  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

                                      - 9 -
<PAGE>
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'
First Amendment  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.  While a
federal district court has declared this limitation to be  unconstitutional  and
delayed  its   enforcement,   the  FCC  has  reconsidered  its  cable  ownership
regulations and:

      o  reaffirmed  its  30%  nationwide   subscriber   ownership   limit,  but
         maintained its voluntary stay on enforcement of that regulation pending
         further court action,
      o  reaffirmed its subscriber ownership information reporting requirements,
         and
      o  modified its  attribution  rules that  identify  when the  ownership or
         management by us or third parties of other  communications  businesses,
         including  cable  systems,  television  broadcast  stations  and  local
         telephone  companies,  may be imputed to us for purposes of determining
         our compliance with the FCC's ownership restrictions.

Also  pending  on appeal is a  challenge  to the  statutory  and FCC  regulatory
limitations  on the number of channels that can be occupied on a cable system by
a video  programmer  in which a cable  operator  has an  attributable  ownership
interest.  We are unable to predict the outcome of these judicial and regulatory
proceedings or the impact any 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 not yet completed its review of 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 competitions,
      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's  decision,   but  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 current rate formula,  which is
being  reevaluated  by the FCC,  governs the maximum rate certain  utilities may
charge for attachments to their poles and conduit by cable operators providing

                                     - 10 -
<PAGE>
only  cable   services  and,   until  2001,  by  certain   companies   providing
telecommunications  services.  The FCC also  adopted a second rate  formula that
will be effective in 2001 and will govern 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 have challenged the new rules in court.
A federal  appellate  court  recently  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. 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 or any new pole attachment rate regulations  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 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 performance rights societies who negotiate on behalf of their copyright
owners for license fees covering each performance. The cable industry and one of
these  societies 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  performance  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.

                                     - 11 -
<PAGE>
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
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, 1999, we had approximately 12,000 employees. We believe
that our relationships with our employees are good.


ITEM 2    PROPERTIES

      A central receiving apparatus,  distribution cables, converters,  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.

                                     - 12 -
<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.

Holder
All of our  shares  of  common  stock,  $1.00 par  value,  are owned 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.



                                     - 13 -
<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.

Liquidity and Capital Resources

      Financing

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

      Interest Rate Risk Management

      We are exposed to market risk  including  changes in  interest  rates.  To
manage  the  volatility  relating  to these  exposures,  we enter  into  various
derivative  transactions  pursuant to our policies in areas such as counterparty
exposure  and  hedging  practices.  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.

      The use of interest  rate risk  management  instruments,  such as interest
rate exchange  agreements  ("Swaps"),  interest rate cap agreements ("Caps") and
interest  rate collar  agreements  ("Collars"),  is required  under the terms of
certain of our  outstanding  debt  agreements.  Our policy is to manage interest
costs using a mix of fixed and  variable  rate debt.  Using  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.  Caps are used to lock in a maximum  interest rate should variable rates
rise,  but enable us to otherwise  pay lower  market  rates.  Collars  limit our
exposure to and benefits from interest rate  fluctuations  on variable rate debt
to within a certain range of rates.

      During the year ended  December  31,  1999,  we entered into Swaps with an
aggregate   notional   amount  of  $300.0   million  and,  as  part  of  Comcast
Corporation's  ("Comcast")  contribution  of a  controlling  interest  in  Jones
Intercable, Inc. ("Jones Intercable") to us, we acquired Swaps with an aggregate
notional  amount of $400.0 million.  Swaps with an aggregate  notional amount of
$150.0 million either were  terminated or expired during the year ended December
31, 1999.

      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, 1999 (dollars in millions):

<TABLE>
<CAPTION>
                                                             Expected Maturity Date
                               --------------------------------------------------------------------------------------
                                                                                                                           Fair
                                                                                                                         Value at
                                2000       2001         2002         2003         2004      Thereafter       Total       12/31/99
                               --------  ---------   ----------   ----------   ----------  -------------   ----------   -----------
<S>                             <C>        <C>        <C>            <C>        <C>          <C>          <C>           <C>
Debt
Fixed Rate.....................    $2.6       $5.2       $200.1         $0.1       $299.9       $2,736.0     $3,243.9      $3,227.5
   Average Interest Rate.......   10.0%      10.0%         9.6%        10.0%         8.1%           7.9%         8.0%

Variable Rate..................  $200.0      $88.0       $316.6       $699.4       $240.0         $150.0     $1,694.0      $1,694.0
   Average Interest Rate.......    7.3%       7.6%         7.6%         7.6%         7.5%           7.6%         7.5%

Interest Rate Instruments
Variable to Fixed Swaps........   $50.0     $100.0                    $150.0                                   $300.0          $6.4
   Average Pay Rate............    6.5%       5.3%                      5.5%                                     5.6%
   Average Receive Rate........    6.7%       7.1%                      7.0%                                     7.0%
Fixed to Variable Swaps........                                                    $300.0                      $300.0         ($3.9)
   Average Pay Rate............                                                      8.6%                        8.6%
   Average Receive Rate........                                                      8.1%                        8.1%
Caps...........................  $140.0                                                                        $140.0
   Average Cap Rate............    6.8%                                                                          6.8%
Collar.........................   $50.0                                                                         $50.0          $0.1
   Average Cap Rate............    6.3%                                                                          6.3%
   Average Floor Rate..........    4.0%                                                                          4.0%
</TABLE>

                                      -14-
<PAGE>
      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,  1999,  plus the  borrowing  margin in
effect for each credit  facility at December 31, 1999.  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, 1999. 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, 1999,  1998 and 1997 was not
significant.

      Year 2000 Readiness Disclosure

      The Year 2000 Issue is the result of computer programs being written using
two digits rather than four to define the  applicable  year.  Computer  programs
that have  date-sensitive  software may  recognize a date using "00" as the year
1900  rather  than the year 2000 (the  "Year  2000  Issue").  If this  situation
occurs,  the potential exists for computer system failure or  miscalculations by
computer programs, which could cause disruption of operations.  We evaluated and
addressed the impact of the Year 2000 Issue on our operations to ensure that our
information  technology and business  systems  recognize  calendar Year 2000. We
utilized  both  internal and external  resources in  implementing  our Year 2000
program.

      Based on an inventory  conducted in 1997, we identified  computer  systems
that required  modification  or replacement so that they would properly  utilize
dates beyond December 31, 1999.  Many of our critical  systems were new and were
already  Year 2000  compliant  as a result of the recent  rebuild of many of our
cable  communications  systems.  In  addition,  we have  communicated  with  our
significant  software suppliers and service bureaus to determine their plans for
remediating the Year 2000 Issue in their software which we use or rely upon.

      As of December  31,  1999,  we have  completed  our Year 2000  remediation
program. We believe that all key systems are Year 2000 compliant and as of March
13, 2000 we have  incurred no  significant  disruption in  operations.  Further,
contingency  plans  have  been  created  for our  key  systems  and  operations.
Additionally,   in  the  majority  of  our   operations,   business   continuity
preparations  have been  implemented to create  post-Year 2000 response teams to
further  mitigate Year 2000 risk.  There can be no guarantee that the systems of
other companies on which we rely are Year 2000  compliant,  or that a failure to
be Year 2000  compliant  by another  company  would not have a material  adverse
effect on us.

      Through December 31, 1999, we have incurred  approximately $9.0 million in
connection with our Year 2000 remediation program.

      Our  management  will continue to  periodically  report the results of our
Year 2000  remediation  program to the Audit  Committee  of  Comcast's  Board of
Directors.

                                     - 15 -

<PAGE>
Results of Operations

      We are a wholly  owned  subsidiary  of Comcast.  The effects of  Comcast's
contribution of a controlling  interest in Jones  Intercable to us in April 1999
and the effects of our recent  acquisitions  were to increase  our  revenues and
expenses, resulting in increases in our operating income before depreciation and
amortization.  On March 2, 2000, the Jones Intercable  shareholders approved the
merger of Jones  Intercable  with and into  Comcast's  wholly owned  subsidiary,
Comcast JOIN  Holdings,  Inc. In connection  with the closing of the merger,  we
exchanged our 39.6% interest in Jones Intercable for approximately  23.3 million
shares of Comcast Class A Special  Common  Stock.  As such,  beginning  March 2,
2000, the results of Jones  Intercable will not be included in our  consolidated
financial statements.  Our summarized consolidated financial information for the
years ended December 31, 1999 and 1998 is as follows (dollars in millions,  "NM"
denotes percentage is not meaningful):

<TABLE>
<CAPTION>
                                                                          Year Ended
                                                                         December 31,                  Increase / (Decrease)
                                                                     1999             1998              $                %
                                                                  ----------       ----------       ----------      -----------
<S>                                                               <C>              <C>                <C>                <C>
Service income..................................................    $2,906.5         $2,277.4           $629.1             27.6%
Operating, selling, general and administrative expenses.........     1,927.7          1,493.0            434.7             29.1
                                                                  ----------       ----------
Operating income before depreciation and
   amortization (1).............................................       978.8            784.4            194.4             24.8
Depreciation and amortization...................................     1,017.7            674.1            343.6             51.0
                                                                  ----------       ----------
Operating (loss) income.........................................       (38.9)           110.3           (149.2)              NM
                                                                  ----------       ----------
Interest expense................................................       352.9            223.6            129.3             57.8
Interest expense on notes payable to affiliates.................        10.0             52.1            (42.1)           (80.8)
Investment income...............................................        (6.8)            (6.7)             0.1              1.5
Other expense (income)..........................................         6.6             (8.7)            15.3               NM
Income tax benefit..............................................       (46.2)           (35.8)            10.4             29.1
Minority interest income........................................      (107.9)           (17.0)            90.9               NM
Extraordinary items.............................................         6.2              0.1              6.1               NM
                                                                  ----------       ----------
Net loss........................................................     ($253.7)          ($97.3)          $156.4               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 $629.1 million increase in service income from 1998 to 1999, $425.5
million is  attributable  to the  effects  of  Comcast's  contribution  of Jones
Intercable  to us in April  1999 and the  acquisitions  of cable  communications
systems,  $27.1  million is  attributable  to subscriber  growth,  $83.6 million
relates to the  changes in rates,  $21.9  million is  attributable  to growth in
cable  advertising  sales and $71.0 million relates to other product  offerings,
including the increase in digital cable and cable modem services.

      Operating, Selling, General and Administrative Expenses

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

      Of  the  $434.7  million  increase  in  operating,  selling,  general  and
administrative expenses from 1998 to 1999, $301.5 million is attributable to the
effects of Comcast's  contribution  of Jones  Intercable to us in April 1999 and
the acquisitions of cable communications  systems, $54.5 million is attributable
to an increase in the costs of cable

                                     - 16 -
<PAGE>
programming as a result of subscriber  growth,  additional channel offerings and
changes in rates,  $3.4 million is attributable  to growth in cable  advertising
sales and $75.3  million  results from an increase in the costs of labor,  other
volume related expenses and costs associated with new product  offerings.  It is
anticipated  that our cost of cable  programming  will increase in the future as
cable  programming  rates increase and additional  sources of cable  programming
become available.

      Depreciation and Amortization Expense

      The $343.6 million increase from 1998 to 1999 is primarily attributable to
the effects of Comcast's  contribution of Jones  Intercable to us in April 1999,
the effects of our capital  expenditures  and the effects of our acquisitions of
cable communications systems.

Interest Expense

      The $129.3  million  increase  from 1998 to 1999 is  primarily  due to the
effects of Comcast's contribution of Jones Intercable to us in April 1999 and to
the issuance in November 1998 of our $800.0 million  aggregate  principal amount
6.20% Senior notes due 2008.

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

      Interest Expense on Notes Payable to Affiliates

      The $42.1 million decrease from 1998 to 1999 is primarily  attributable to
the  elimination  of  outstanding  notes  payable to affiliates as a result of a
capital contribution from Comcast.

      Other Expense (Income)

      The $6.6  million of other  expense for the year ended  December  31, 1999
relates primarily to the non-cable operations of Jones Intercable.

      In July 1998,  AT&T Corp.  ("AT&T")  completed  its merger  with  Teleport
Communications Group, Inc. ("Teleport"). Upon closing of the merger, we received
260,298  shares (as  adjusted for AT&T's  3-for-2  stock split in April 1999) of
AT&T common stock in exchange for the 184,022  shares of Teleport Class B Common
Stock held by us. As a result of the  exchange,  we recognized a pre-tax gain of
$7.9 million during 1998,  representing the difference between the fair value of
the AT&T stock received by us and our basis in Teleport.

      Income Tax Benefit

      The $10.4 million increase from 1998 to 1999 is primarily  attributable to
the  increase in our loss  before  income tax  benefit,  minority  interest  and
extraordinary items.

      Minority Interest Income

      The  $90.9  million  increase  from  1998 to 1999 is  attributable  to the
effects of Comcast's contribution of Jones Intercable to us in April 1999 and to
increases  in the net  loss  of our  majority  owned  subsidiary,  Comcast  MHCP
Holdings, L.L.C. in 1999 as compared to 1998.

      Extraordinary Items

      In December  1999, we repaid $200.0  million in notes payable to insurance
companies.  In connection with this repayment,  we incurred debt  extinguishment
costs of $9.2  million  and  wrote  off  unamortized  debt  issue  costs of $0.3
million,  resulting in an extraordinary loss, net of tax, of $6.2 million during
the year ended December 31, 1999.

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

                                     - 17 -
<PAGE>
ITEM 8    FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA





INDEPENDENT AUDITORS' REPORT

Board of Directors and Stockholder
Comcast Cable Communications, Inc.
Wilmington, Delaware

We have audited the  accompanying  consolidated  balance  sheet of Comcast Cable
Communications,  Inc. (a wholly owned  subsidiary  of Comcast  Corporation)  and
subsidiaries  as of  December  31, 1999 and 1998,  and the related  consolidated
statements of operations, stockholder's equity and of cash flows for each of the
three years in the period ended December 31, 1999.  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  financial   statements  of  Jones  Intercable.   Inc.  ("Jones")  (a
consolidated subsidiary), 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  generally   accepted  auditing
standards.  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, 1999 and 1998,  and the results of their  operations and their cash
flows for each of the three  years in the  period  ended  December  31,  1999 in
conformity with generally accepted accounting principles.



/s/ Deloitte & Touche LLP
Philadelphia, Pennsylvania
February 24, 2000 (except for Note 3
   as to which the date is March 2, 2000)


                                     - 18 -
<PAGE>
COMCAST CABLE COMMUNICATIONS, INC. AND SUBSIDIARIES

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

<TABLE>
<CAPTION>
                                                                                                 December 31,
                                                                                           1999               1998
                                                                                         ---------          ---------
<S>                                                                                       <C>                <C>
ASSETS
CURRENT ASSETS
   Cash and cash equivalents...........................................................      $61.0              $34.5
   Investments.........................................................................        0.4               13.4
   Cash held by an affiliate...........................................................       34.0               57.1
   Accounts receivable, less allowance for doubtful accounts of $31.2 and $19.4........      128.4               90.9
   Inventories.........................................................................       53.8               34.6
   Other current assets................................................................       29.7               14.9
                                                                                         ---------          ---------
        Total current assets...........................................................      307.3              245.4
                                                                                         ---------          ---------
INVESTMENTS............................................................................      119.4                4.9
                                                                                         ---------          ---------
PROPERTY AND EQUIPMENT.................................................................    4,300.2            3,276.5
   Accumulated depreciation............................................................   (1,477.4)          (1,180.4)
                                                                                         ---------          ---------
   Property and equipment, net.........................................................    2,822.8            2,096.1
                                                                                         ---------          ---------
DEFERRED CHARGES
   Franchise and license acquisition costs.............................................    3,898.6            3,833.1
   Excess of cost over net assets acquired and other...................................    5,111.4            2,038.4
                                                                                         ---------          ---------
                                                                                           9,010.0            5,871.5
   Accumulated amortization............................................................   (2,291.7)          (1,768.5)
                                                                                         ---------          ---------
   Deferred charges, net...............................................................    6,718.3            4,103.0
                                                                                         ---------          ---------
                                                                                          $9,967.8           $6,449.4
                                                                                         =========          =========
LIABILITIES AND STOCKHOLDER'S EQUITY
CURRENT LIABILITIES
   Accounts payable and accrued expenses...............................................     $510.2             $324.0
   Accrued interest....................................................................       62.6               35.4
   Deferred income taxes, due to affiliate.............................................                           4.6
   Current portion of long-term debt...................................................      202.6                0.1
   Due to affiliates...................................................................      160.2              166.6
                                                                                         ---------          ---------
        Total current liabilities......................................................      935.6              530.7
                                                                                         ---------          ---------
LONG-TERM DEBT, less current portion...................................................    4,735.3            3,462.1
                                                                                         ---------          ---------
MINORITY INTEREST AND OTHER............................................................      188.3              181.8
                                                                                         ---------          ---------
NOTES PAYABLE TO AFFILIATES............................................................                         134.6
                                                                                         ---------          ---------
DUE TO AFFILIATE.......................................................................      664.2              524.8
                                                                                         ---------          ---------
DEFERRED INCOME TAXES, due to affiliate................................................    1,635.6            1,442.4
                                                                                         ---------          ---------
COMMITMENTS AND CONTINGENCIES
STOCKHOLDER'S EQUITY
   Common stock, $1 par value - authorized and issued, 1,000 shares....................
   Additional capital..................................................................    4,931.4            3,066.2
   Accumulated deficit.................................................................   (3,150.1)          (2,896.4)
   Accumulated other comprehensive income..............................................       27.5                3.2
                                                                                         ---------          ---------
        Total stockholder's equity.....................................................    1,808.8              173.0
                                                                                         ---------          ---------
                                                                                          $9,967.8           $6,449.4
                                                                                         =========          =========
</TABLE>

See notes to consolidated financial statements.

                                     - 19 -
<PAGE>
COMCAST CABLE COMMUNICATIONS, INC. AND SUBSIDIARIES

CONSOLIDATED STATEMENT OF OPERATIONS
(Dollars in millions)

<TABLE>
<CAPTION>
                                                                                     Year Ended December 31,
                                                                             1999              1998              1997
                                                                          ----------        ----------        ----------
<S>                                                                         <C>               <C>               <C>
SERVICE INCOME.........................................................     $2,906.5          $2,277.4          $2,073.0
                                                                          ----------        ----------        ----------

COSTS AND EXPENSES
   Operating...........................................................      1,242.4             972.5             884.1
   Selling, general and administrative.................................        685.3             520.5             479.5
   Depreciation and amortization.......................................      1,017.7             674.1             626.1
                                                                          ----------        ----------        ----------
                                                                             2,945.4           2,167.1           1,989.7
                                                                          ----------        ----------        ----------

OPERATING (LOSS) INCOME................................................        (38.9)            110.3              83.3

OTHER (INCOME) EXPENSE
   Interest expense....................................................        352.9             223.6             227.9
   Interest expense on notes payable to affiliates.....................         10.0              52.1              37.3
   Investment income...................................................         (6.8)             (6.7)             (5.1)
   Other expense (income)..............................................          6.6              (8.7)             (0.1)
                                                                          ----------        ----------        ----------
                                                                               362.7             260.3             260.0
                                                                          ----------        ----------        ----------

LOSS BEFORE INCOME TAX BENEFIT, MINORITY
   INTEREST AND EXTRAORDINARY ITEMS....................................       (401.6)           (150.0)           (176.7)

INCOME TAX BENEFIT.....................................................         46.2              35.8              43.6
                                                                          ----------        ----------        ----------

LOSS BEFORE MINORITY INTEREST AND EXTRAORDINARY ITEMS..................       (355.4)           (114.2)           (133.1)

MINORITY INTEREST INCOME...............................................        107.9              17.0              21.0
                                                                          ----------        ----------        ----------

LOSS BEFORE EXTRAORDINARY ITEMS........................................       (247.5)            (97.2)           (112.1)

EXTRAORDINARY ITEMS....................................................         (6.2)             (0.1)            (16.7)
                                                                          ----------        ----------        ----------

NET LOSS...............................................................      ($253.7)           ($97.3)          ($128.8)
                                                                          ==========        ==========        ==========
</TABLE>

See notes to consolidated financial statements.

                                     - 20 -
<PAGE>
COMCAST CABLE COMMUNICATIONS, INC. AND SUBSIDIARIES

CONSOLIDATED STATEMENT OF CASH FLOWS
(Dollars in millions)

<TABLE>
<CAPTION>
                                                                                         Year Ended December 31,
                                                                                 1999              1998              1997
                                                                              ----------        ----------        ----------
<S>                                                                           <C>                <C>              <C>
OPERATING ACTIVITIES
   Net loss...............................................................       ($253.7)           ($97.3)          ($128.8)
   Adjustments to reconcile net loss to net cash provided
     by operating activities:
      Depreciation and amortization.......................................       1,017.7             674.1             626.1
      Non-cash interest expense...........................................           0.9               0.4               1.4
      Non-cash interest expense on notes payable to affiliates............           5.0               2.3               1.2
      Deferred expenses charged by an affiliate...........................         139.4             126.0             107.0
      (Gain) loss on sales of investments.................................          (0.9)             (7.9)              1.6
      Minority interest income............................................        (107.9)            (17.0)            (21.0)
      Extraordinary items.................................................           6.2               0.1              16.7
      Deferred income tax benefit, due to affiliate.......................         (71.2)            (43.1)            (49.7)
      Other...............................................................          (2.0)             (0.8)
                                                                              ----------        ----------        ----------
                                                                                   733.5             636.8             554.5

      Changes in working capital..........................................          48.4              64.3              (5.0)
                                                                              ----------        ----------        ----------
        Net cash provided by operating activities.........................         781.9             701.1             549.5
                                                                              ----------        ----------        ----------

FINANCING ACTIVITIES
   Proceeds from borrowings...............................................         176.6           1,724.9           1,805.8
   Repayments of long-term debt...........................................        (201.6)           (870.9)         (2,395.1)
   Proceeds from notes payable to affiliates..............................          40.3             137.4             699.1
   Repayment of notes payable to affiliates...............................         (40.3)           (700.3)           (104.7)
   Capital contributions from parent......................................         960.1
   Net transactions with affiliates.......................................          (6.4)             41.0             (26.7)
   Deferred financing costs and other.....................................           8.1             (12.0)            (15.8)
                                                                              ----------        ----------        ----------
        Net cash provided by (used in) financing activities...............         936.8             320.1             (37.4)
                                                                              ----------        ----------        ----------

INVESTING ACTIVITIES
   Acquisitions, net of cash acquired.....................................         (41.8)           (259.7)             (7.1)
   (Purchases) sales of short-term investments............................          (0.1)              0.1              21.6
   Investments in affiliates, net.........................................        (744.1)
   Capital expenditures...................................................        (731.8)           (711.1)           (497.8)
   Decrease (increase) in cash held by an affiliate.......................          23.1              (0.5)             (3.1)
   Additions to deferred charges and other................................        (197.5)            (56.2)            (23.4)
                                                                              ----------        ----------        ----------
        Net cash used in investing activities.............................      (1,692.2)         (1,027.4)           (509.8)
                                                                              ----------        ----------        ----------

INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS..........................          26.5              (6.2)              2.3

CASH AND CASH EQUIVALENTS, beginning of year                                        34.5              40.7              38.4
                                                                              ----------        ----------        ----------

CASH AND CASH EQUIVALENTS, end of year                                             $61.0             $34.5             $40.7
                                                                              ==========        ==========        ==========
</TABLE>

See notes to consolidated financial statements.

                                     - 21 -
<PAGE>
COMCAST CABLE COMMUNICATIONS, INC. AND SUBSIDIARIES

CONSOLIDATED STATEMENT OF STOCKHOLDER'S EQUITY
(Dollars in millions)

<TABLE>
<CAPTION>
                                                                                              Notes      Accumulated
                                                                                            Receivable      Other
                                                        Common    Additional   Accumulated    from       Comprehensive
                                                         Stock      Capital      Deficit    Affiliate    (Loss) Income    Total
                                                        ------    ---------    ----------   ----------    -----------   ---------
<S>                                                   <C>         <C>           <C>            <C>             <C>         <C>
BALANCE, JANUARY 1, 1997.............................. $           $3,050.6     ($2,124.0)     ($829.9)        ($1.4)      $95.3
   Comprehensive loss:
   Net loss...........................................                             (128.8)
   Change in unrealized loss on marketable securities,
      net of deferred taxes of $0.7...................                                                           1.4
   Total comprehensive loss...........................                                                                    (127.4)
   Interest income on notes receivable from affiliate.                 23.9                      (23.9)
   Income taxes on interest income on notes receivable
      from affiliate..................................                 (8.3)                                                (8.3)
   Exchange of outstanding notes payable to and
      notes receivable from affiliates................                                           307.5                     307.5
   Elimination of outstanding notes receivable from
      affiliate through a non-cash dividend to Comcast                             (546.3)       546.3
                                                       -------    ---------    ----------   ----------   -----------   ---------

BALANCE, DECEMBER 31, 1997............................              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:                                                             (253.7)
   Net loss...........................................
   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
                                                       =======    =========    ==========   ==========   ===========   =========
</TABLE>

See notes to consolidated financial statements.

                                     - 22 -
<PAGE>
COMCAST CABLE COMMUNICATIONS, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
YEARS ENDED DECEMBER 31, 1999, 1998 AND 1997


1.    BUSINESS

      Comcast  Cable   Communications,   Inc.,  a  Delaware   corporation,   and
      subsidiaries  (the  "Company")  is a wholly  owned  subsidiary  of Comcast
      Corporation  ("Comcast").  The Company and its subsidiaries are engaged in
      the development, management and operation of broadband cable networks. The
      Company's systems served  approximately 5.6 million subscribers and passed
      approximately 9.4 million homes as of December 31, 1999.

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
      On  April  24,  1997,  Comcast  completed  a  restructuring  of the  legal
      organization of certain of its subsidiaries  (the  "Reorganization").  The
      Reorganization involved Comcast's contribution to the Company of ownership
      interests in certain of its consolidated  subsidiaries,  all of which were
      under   Comcast's   direct   or   indirect   control   (the   "Contributed
      Subsidiaries").  The  Reorganization  has been  accounted  for in a manner
      similar to a pooling of interests. Accordingly, the Company's consolidated
      financial statements include the accounts of the Contributed  Subsidiaries
      for the entire year ended December 31, 1997.

      In addition, certain expenses directly related to the Company's operations
      which were historically paid by Comcast on behalf of the Company have been
      reflected in the Company's  consolidated  statement of operations  for the
      entire year ended December 31, 1997.

      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 notes to 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, 1999 and 1998,  and have not
      been comprehensively revalued for purposes of these consolidated financial
      statements since such dates.

      A reasonable  estimate of fair value of the amounts due 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   principally  consist  of  repurchase  agreements  with
      maturities of three months or less when purchased. The carrying amounts of
      the Company's cash equivalents approximate their fair values.

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

                                     - 23 -
<PAGE>
COMCAST CABLE COMMUNICATIONS, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
YEARS ENDED DECEMBER 31, 1999, 1998 AND 1997 (Continued)


      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 income.

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

      Inventories
      Inventories,  which include materials and supplies,  are stated at average
      cost which is less than market.

      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 $19.7 million, $34.4 million and $24.6
      million  during  the  years  ended  December  31,  1999,  1998  and  1997,
      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 of 1 to 40 years.  The
      excess  of cost  over  the  fair  value of net  assets  acquired  is being
      amortized on a straight-line basis over estimated useful lives of 20 to 40
      years. Debt issue costs are being amortized on a straight-line  basis over
      the term of the related debt.

                                     - 24 -
<PAGE>
COMCAST CABLE COMMUNICATIONS, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
YEARS ENDED DECEMBER 31, 1999, 1998 AND 1997 (Continued)


      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 or other  determinants  of fair value.  If the
      total of the  expected  future  undiscounted  cash  flows is less than the
      carrying amount, 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.

      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 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.

      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 uses derivative financial instruments, including interest rate
      exchange agreements  ("Swaps"),  interest rate cap agreements ("Caps") and
      interest  rate collar  agreements  ("Collars"),  to manage its exposure to
      fluctuations in interest rates.  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.

      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 marked 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.

      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.

                                     - 25 -
<PAGE>
COMCAST CABLE COMMUNICATIONS, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
YEARS ENDED DECEMBER 31, 1999, 1998 AND 1997 (Continued)


      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.

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

      Reclassifications
      Certain  reclassifications have been made to the prior years' consolidated
      financial statements to conform to those classifications used in 1999.

3.    ACQUISITIONS AND OTHER SIGNIFICANT EVENTS

      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"),  a 55%  owned  consolidated  subsidiary  of the
      Company which serves approximately  642,000 cable subscribers in Michigan,
      New Jersey and Florida  pursuant to an agreement  entered into in December
      1999.  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).

      Jones Intercable Agreement
      In May 1998,  Comcast agreed to purchase from BCI Telecom  Holding ("BTH")
      6.4  million  Class A Common  Shares  in Jones  Intercable,  Inc.  ("Jones
      Intercable"),  and a 49%  interest in the BTH  subsidiaries  which were to
      continue to own BTH's  remaining  6.4 million  shares of Jones  Intercable
      Class A  Common  Stock.  At the  same  time,  Comcast  agreed  to  acquire
      approximately  2.9 million shares of Common Stock of Jones Intercable (the
      "Control  Shares"),  if and when acquired by BTH from  affiliates of Jones
      Intercable's   controlling  shareholder  under  an  existing  option  (the
      "Control  Option") to acquire  such  shares  (which  absent  extraordinary
      circumstances  would  not have  been  exercisable  until  December  2001).
      Comcast was to purchase the remaining 51% of the BTH subsidiaries when the
      Control Shares were  acquired.  Comcast,  BTH, Jones  Intercable and Jones
      Intercable's  controlling  shareholder agreed in August 1998 to accelerate
      the Control  Option to permit its early  exercise and the early closing of
      the transactions with BTH. The transaction  closed in April 1999.  Comcast
      paid $706.3  million in cash to acquire the 12.8  million  shares of Jones
      Intercable  Class A Common  Stock and the  Control  Shares.  In June 1999,
      Comcast  purchased an additional  1.0 million  shares of Jones  Intercable
      Class A Common  Stock for  $50.0  million  through a private  transaction.
      Comcast  contributed its interest in Jones  Intercable to the Company.  In
      connection with Comcast's contribution of Jones Intercable to the Company,
      the Company assumed $1.499 billion of Jones  Intercable debt (see Note 5).
      As a result, the Company controlled 39.6% of the economic and 48.3% of the
      voting  interest in Jones  Intercable.  In  addition,  the Control  Shares
      represent shares having the right to elect  approximately 75% of the Board
      of Directors of Jones  Intercable.  Jones  Intercable is a public company,
      which owns cable operations serving approximately 1.1 million subscribers.
      The acquisition was accounted for under the purchase method of accounting.
      As such, the operating  results of Jones  Intercable have been included in
      the Company's  consolidated  statement of operations  from the acquisition
      date. The  allocation of the purchase price to the assets and  liabilities
      of Jones Intercable is preliminary pending completion of final appraisals.
      As the contribution of Jones

                                     - 26 -
<PAGE>
COMCAST CABLE COMMUNICATIONS, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
YEARS ENDED DECEMBER 31, 1999, 1998 AND 1997 (Continued)


      Intercable to the Company was a non-cash transaction,  it had no impact on
      the Company's consolidated statement of cash flows.

      In December  1999,  Comcast  entered  into a merger  agreement  with Jones
      Intercable to acquire all of the remaining  shares of Jones Intercable not
      currently owned by the Company.  Under the terms of the merger  agreement,
      Jones Intercable shareholders,  including the Company, received 1.4 shares
      of  Comcast's  Class A  Special  Common  Stock  for  each  share  of Jones
      Intercable  Class A Common Stock and Common Stock.  On March 2, 2000,  the
      Jones Intercable  shareholders approved the merger. 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 such,  beginning  March 2, 2000, the results of
      Jones  Intercable  will  not be  included  in the  Company's  consolidated
      financial statements.

      Time Warner Agreement
      In  November  1999,  the Company  entered  into an  agreement  to exchange
      certain  cable  communications  systems  with  Time  Warner  Cable  ("Time
      Warner"), a division of Time Warner Entertainment  Company, L.P. Under the
      terms of the  agreement,  the Company  will receive  cable  communications
      systems  serving  approximately  120,000  subscribers.  In exchange,  Time
      Warner will  receive  systems  that the  Company  currently  owns  serving
      approximately  133,000 subscribers.  At closing,  Time Warner will pay the
      Company an equalizing payment of $31.2 million, reflecting the agreed upon
      difference  in fair  value of the Time  Warner  assets  and the  Company's
      assets to be exchanged,  subject to adjustment. The transaction is subject
      to customary closing  conditions and regulatory  approvals and is expected
      to close in the second quarter of 2000.

      Prime Communications Agreement
      In December  1998,  Comcast agreed to invest in Prime  Communications  LLC
      ("Prime"),  a cable communications  company serving  approximately 430,000
      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.  In November 1999,  the Company made an additional  $20.0
      million  loan to Prime  (on the  same  terms as the  original  loan),  and
      delivered a notice of its  intention to convert the 6% note.  Comcast will
      contribute  the 6% note to the Company.  The note will be  converted  upon
      receipt of customary closing conditions and required regulatory approvals,
      which are  expected  to be  obtained  in the second  quarter of 2000.  The
      owners of Prime have agreed that at the time of conversion, they will sell
      their  remaining  10%  equity  interest  in  Prime  to  the  Company,  for
      approximately  $82.0 million,  plus accrued  interest from July 1999 at 7%
      per  annum.  As a result,  the  Company  would  then own 100% of Prime and
      assume management control of Prime's operations. Upon closing, the Company
      will assume approximately $550 million of Prime's debt.

      AT&T Agreement
      In May 1999, Comcast entered into an agreement with AT&T Corp. ("AT&T") to
      exchange  various of the Company's  cable systems.  Under the terms of the
      agreement,  the Company will receive cable communications  systems serving
      approximately  1.5 million  subscribers.  In  exchange,  AT&T will receive
      systems that the Company  currently owns or will acquire  serving  750,000
      subscribers.  At closing,  the Company will pay AT&T an equalizing payment
      of  approximately  $3.4 billion (subject to adjustment based on the actual
      number of net subscribers acquired and the per subscriber price of certain
      subscribers) for the 750,000 net subscribers to be acquired as a result of
      the exchanges.  The Company will pay for the net  subscribers  acquired in
      connection  with the  exchanges  with  shares of AT&T  common  stock  that
      Comcast  currently owns or may acquire and other  securities or assets the
      Comcast will contribute to the Company which would permit the exchanges to
      be tax-free to the maximum extent  possible.  The agreed upon value of any
      AT&T common  stock used in the  exchange  that was owned by Comcast at the
      time of the agreement is $54.41 per share.

      Under  the  terms  of  the   agreement,   Comcast  also  agreed  to  offer
      AT&T-branded   residential  wireline  telephony  in  the  Company's  cable
      communications  system  markets,  provided  AT&T  has  concluded  separate
      residential

                                     - 27 -
<PAGE>
COMCAST CABLE COMMUNICATIONS, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
YEARS ENDED DECEMBER 31, 1999, 1998 AND 1997 (Continued)


      telephony   agreements  with  at  least  two  other  non-AT&T   affiliated
      multi-system  cable  operators.  AT&T has agreed to grant Comcast the most
      favorable  terms AT&T has reached with any of those or other  multi-system
      cable operators.

      The majority of the exchanges are contingent upon the completion of AT&T's
      acquisition of MediaOne Group,  Inc.,  which is expected to close in 2000,
      subject to customary closing conditions and regulatory approvals.

      Adelphia Agreement
      In May 1999,  the Company  entered into an  agreement to exchange  certain
      cable communications  systems with Adelphia  Communications  ("Adelphia").
      Under the terms of the agreement,  the Company will receive  approximately
      464,000  cable  subscribers  from  Adelphia.  In exchange,  Adelphia  will
      receive  cable  communications  systems  currently  owned  by the  Company
      serving  approximately  440,000  subscribers.  All of the systems involved
      will be valued based upon  independent  appraisals  with any difference in
      relative value to be funded with cash or additional  cable  communications
      systems.  The  transaction is subject to customary  closing and regulatory
      approvals and is expected to close in the third quarter of 2000.

      Unaudited Pro Forma Information
      The following unaudited pro forma information for the years ended December
      31,  1999  and  1998  has  been  presented  as  if  the  Jones  Intercable
      contribution  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  since
      January 1, 1998 (dollars in millions).

                                                    Year Ended
                                                    December 31,
                                                 1999         1998
                                                ------       ------
      Revenues................................ $3,035.2     $2,768.5
      Net loss................................   (293.0)      (257.2)

4.    INVESTMENTS

      At Home Warrants
      In June  1998,  Jones  Intercable  entered  into a six  year  Distribution
      Agreement  with At Home  Corporation  ("@Home"),  which  provides  for the
      distribution  of high speed Internet  services in certain of the Company's
      cable  communications   systems.  Jones  Intercable  began  deployment  in
      December  1998. In  conjunction  with the  Distribution  Agreement,  Jones
      Intercable and @Home entered into a Warrant Purchase  Agreement  providing
      for the Company's purchase of up to a maximum of 4,092,200 shares of @Home
      Series A Common Stock at $5.25 per share (as adjusted for @Home's  2-for-1
      stock split in June 1999). The warrants become  exercisable after March 31
      each year,  beginning in 1999, as the Company  launches  @Home services in
      its cable  communications  systems.  During  1999,  warrants  to  purchase
      584,172  shares  of  @Home  Series  A  Common  Stock  became  exercisable.
      Accordingly, the Company recorded an investment in @Home warrants of $44.2
      million  based on the  fair  value of the  warrants  when the  performance
      measures were achieved.  Deferred  revenue of an equal amount was recorded
      and is being amortized over the term of the Distribution Agreement. During
      1999,  the Company  recognized  $6.3  million as a reduction  of operating
      expenses.  Due to restrictions on the stock  underlying the warrants,  the
      Company's investment is not adjusted for subsequent changes in fair value.
      As of  December  31,  1999,  the fair  value of the  investment  was $23.3
      million.

      General Instruments Warrants
      The Company  entered into agreements to purchase  digital  converters from
      General  Instruments  Corporation  ("GI").  In connection  therewith,  the
      Company received  warrants to purchase up to a maximum of 1,133,502 shares
      of GI

                                     - 28 -
<PAGE>
COMCAST CABLE COMMUNICATIONS, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
YEARS ENDED DECEMBER 31, 1999, 1998 AND 1997 (Continued)


      Common Stock at $14.25 per share. The warrants become exercisable in three
      annual  installments,  beginning  in 1998,  as the Company  meets  certain
      thresholds for digital converter purchases. During 1999 and 1998, warrants
      to purchase  542,110  shares and 197,132  shares of GI Common Stock became
      exercisable.  Accordingly,  the  Company  recorded  its  investment  in GI
      warrants  based on the fair  value of the  warrants  when the  performance
      measures were  achieved.  During 1999 and 1998,  the Company  recorded the
      value  of the  exercisable  warrants  as a  reduction  to the  cost of the
      digital converters. As of December 31, 1999 and 1998, the Company recorded
      its  investment  in the GI warrants at its  estimated  fair value of $53.0
      million and $4.2 million, respectively.

      AT&T Common Stock
      As of December 31, 1999 and 1998, the Company holds 260,298 shares of AT&T
      common stock (as adjusted for AT&T's  3-for-2  stock split in April 1999).
      The Company has  recorded its  investment  in AT&T at its  estimated  fair
      value of $13.2  million and $13.1  million,  respectively.  The  Company's
      investment in AT&T was  reclassified  from current at December 31, 1998 to
      long-term at December 31, 1999 as the Company plans to use its AT&T shares
      in  connection  with  the  acquisition  of  cable  communications  systems
      pursuant to the AT&T Agreement (see Note 3).

      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 and excessive  costs involved
      in determining such fair value.

5.    LONG-TERM DEBT

<TABLE>
<CAPTION>
                                                                                                        December 31,
                                                                                                   1999              1998
                                                                                                ----------        ----------
                                                                                                   (Dollars in millions)
<S>                                                                                               <C>               <C>
      Notes payable to banks and insurance companies,
            due in installments through 2003..................................................    $1,694.0            $972.0
      9-5/8% Senior notes, due 2002...........................................................       200.0
      8-1/8% Senior notes, due 2004...........................................................       299.8             299.8
      8-3/8% Senior notes, due 2007...........................................................       596.8             596.5
      8-7/8% Senior notes, due 2007...........................................................       248.9
      6.20% Senior notes, due 2008............................................................       798.1             797.9
      7-5/8% Senior notes, due 2008...........................................................       196.8
      8-7/8% Senior notes, due 2017...........................................................       545.7             545.6
      8-1/2% Senior notes, due 2027...........................................................       249.6             249.6
      10-1/2% Senior subordinated debentures, due 2008........................................       100.0
      Other debt, due in installments principally through 2007................................         8.2               0.8
                                                                                                ----------        ----------
                                                                                                   4,937.9           3,462.2
      Less current portion....................................................................       202.6               0.1
                                                                                                ----------        ----------
                                                                                                  $4,735.3          $3,462.1
                                                                                                ==========        ==========
</TABLE>

                                     - 29 -
<PAGE>
COMCAST CABLE COMMUNICATIONS, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
YEARS ENDED DECEMBER 31, 1999, 1998 AND 1997 (Continued)


      Maturities of long-term  debt  outstanding as of December 31, 1999 for the
      four years after 2000 are as follows (dollars in millions):

           2001.........................................   $93.2
           2002.........................................   516.7
           2003.........................................   699.5
           2004.........................................   539.9

      In addition to the Company's  outstanding  long-term  debt as presented in
      the table above,  the Company had an aggregate of $134.6  million of notes
      payable to Comcast and Comcast's subsidiaries as of December 31, 1998 (see
      Note 6).

      Jones Intercable Assumed Debt
      In April 1999, as part of Comcast's  contribution  of Jones  Intercable to
      the  Company,  the Company  assumed  $1.499  billion of debt held by Jones
      Intercable. As of December 31, 1999, borrowings under credit facilities of
      certain of Jones  Intercable's  subsidiaries  totaling  $922.0 million and
      senior notes and senior  subordinated  debentures totaling $745.7 million,
      with interest  rates  ranging  between 7 5/8% to 10 1/2%,  and  maturities
      between 2002 and 2008 were outstanding.

      Senior Notes
      In November  1998,  the Company sold $800.0  million  aggregate  principal
      amount of 6.20% senior notes due 2008. The Company used  substantially all
      of the net proceeds from the offering to repay  existing  notes payable to
      affiliates (see Note 6) and for general purposes.

      In May 1997,  the  Company  sold a total of $1.7  billion  of  nonrecourse
      public debt with interest rates ranging from 8 1/8% to 8 7/8% and maturity
      dates from 2004 to 2027  (together  with the 6.20%  senior notes due 2008,
      the "Senior Notes").  The Company used the net proceeds from the offerings
      to repay existing borrowings by its subsidiaries.

      Interest  on all of the Senior  Notes is payable  semiannually  in May and
      November of each year.  The 6.20%  Senior Notes are  redeemable  only upon
      maturity on November 15, 2008, 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
      its Restricted Subsidiaries (as defined) to: (i) make dividend payments or
      other  restricted  payments;  (ii)  create  liens or enter  into  sale and
      leaseback transactions; and (iii) enter into mergers,  consolidations,  or
      sales of all or substantially all of their assets.

                                     - 30 -
<PAGE>
COMCAST CABLE COMMUNICATIONS, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
YEARS ENDED DECEMBER 31, 1999, 1998 AND 1997 (Continued)


      Redemption of Debt
      In December  1999,  the Company  repaid $200.0 million in notes payable to
      insurance  companies  having an interest rate of 8.6%. In connection  with
      this repayment,  the Company  incurred debt  extinguishment  costs of $9.2
      million  and wrote  off  unamortized  debt  issue  costs of $0.3  million,
      resulting in an extraordinary  loss, net of tax of $6.2 million during the
      year ended  December 31, 1999. The redemption was funded with the proceeds
      from a capital  contribution  that the Company  received from Comcast (see
      Note 7).

      In connection with the refinancing,  redemption and optional  repayment of
      certain  indebtedness,  the Company expensed  unamortized debt issue costs
      and incurred  debt  extinguishment  costs of $27.1  million,  resulting in
      extraordinary  losses,  net of tax, of $16.7 million during the year ended
      December 31, 1997.

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

           Prime rate to prime plus 0.75%
           Federal Funds rate plus 0.5% to 1.5%; and
           LIBOR plus 0.375% to 1.750%

      As of December 31, 1999 and 1998, the Company's effective weighted average
      interest  rate on its  long-term  debt  outstanding  was 7.56% and  7.48%,
      respectively.

      Interest Rate Risk Management
      The Company is exposed to market risk including changes in interest rates.
      To manage the volatility  relating to these exposures,  the Company enters
      into various derivative transactions pursuant to the Company's policies in
      areas such as counterparty  exposure and hedging practices.  Positions are
      monitored  using   techniques   including  market  value  and  sensitivity
      analyses.

      The use of interest rate risk management instruments,  such as Swaps, Caps
      and  Collars,  is  required  under the terms of certain  of the  Company's
      outstanding  debt  agreements.  The Company's policy is to manage interest
      costs  using a mix of fixed and  variable  rate  debt.  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.

      The following table summarizes the terms of the Company's  existing Swaps,
      Caps and Collars as of December 31, 1999 and 1998 (dollars in millions):
<TABLE>
<CAPTION>
                                                             Notional                       Average         Estimated
                                                              Amount       Maturities    Interest Rate      Fair Value
                                                              ------       ----------    -------------      ----------
<S>                                                            <C>          <C>           <C>                  <C>
      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

      As of December 31, 1998
      Variable to Fixed Swaps..........................         $50.0         1999           5.7%                ($0.1)
      Caps.............................................         240.0         1999           7.0%
      Collar...........................................          50.0         2000         6.3%/4.0%
</TABLE>

                                     - 31 -
<PAGE>
COMCAST CABLE COMMUNICATIONS, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
YEARS ENDED DECEMBER 31, 1999, 1998 AND 1997 (Continued)


      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, 1999,  1998 and 1997
      was not significant.

      Estimated Fair Value
      The Company's  long-term  debt had estimated fair values of $4.922 billion
      and $3.766  billion as of December  31, 1999 and 1998,  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.

      Debt Covenants
      Certain of the Company's subsidiaries' loan agreements contain restrictive
      covenants which, among other things,  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.
      Certain of these  agreements  require  that  certain  ratios and cash flow
      levels  be  maintained  and  contain  certain   restrictions  on  dividend
      payments,  payment of management  fees and advances of funds to affiliated
      entities  and  the  Company.  The  Company  and its  subsidiaries  were in
      compliance with such restrictive covenants for all periods presented.

      As of December 31, 1999,  all of the  Company's  cash,  cash  equivalents,
      short-term  investments and cash held by an affiliate is restricted to use
      by subsidiaries of the Company under contractual  arrangements,  including
      subsidiary credit agreements.

      Restricted  net assets of the Company's  subsidiaries  were  approximately
      $2.5  billion  as of  December  31,  1999.  The  restricted  net assets of
      subsidiaries  exceeds the Company's  consolidated net assets as certain of
      the Company's subsidiaries have a stockholder's deficiency.

      Lines and Letters of Credit
      As of December 31, 1999,  certain  subsidiaries  of the Company had unused
      lines of credit of $866.0  million,  $266.0 million of which is restricted
      by the covenants of the related debt agreements and to subsidiary  general
      purposes and dividend declaration.

      As of December  31, 1999 the Company and certain of its  subsidiaries  had
      unused  irrevocable  standby  letters of credit  totaling $34.5 million to
      cover potential fundings associated with several projects.

6.    NOTES PAYABLE TO AFFILIATES

      During the year ended  December  31,  1999,  the  Company  eliminated  the
      remaining   notes  payable  to  affiliate   through  a  non-cash   capital
      contribution from Comcast (see Note 7). As the contribution was a non-cash
      transaction,  it had no impact on the Company's  consolidated statement of
      cash flows.

      As of December 31, 1998, notes payable to affiliates (the "Notes Payable")
      include  $130.7 million  principal  amount of Notes Payable to Comcast and
      certain of its wholly owned subsidiaries. As of December 31, 1998, accrued
      interest  relating to such Notes  Payable of $3.9 million was added to the
      principal.  The Notes Payable bear interest at rates ranging from 7.25% to
      9.25% (weighted average interest rate of 7.73% as of December 31, 1998).

                                     - 32 -
<PAGE>
COMCAST CABLE COMMUNICATIONS, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
YEARS ENDED DECEMBER 31, 1999, 1998 AND 1997 (Continued)


7.    RELATED PARTY TRANSACTIONS

      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).

      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, 1999,  1998 and 1997, the Company's  service income  includes
      $10.4 million, $13.3 million and $10.2 million, respectively,  relating to
      QVC.

      Comcast,  through  management  agreements,  manages the  operations of the
      Company's  subsidiaries,  including rebuilds and upgrades.  The management
      agreements  generally  provide that Comcast will  supervise the management
      and operations of the cable systems and arrange for and supervise (but not
      necessarily   perform  itself)  certain   administrative   functions.   As
      compensation  for such  services,  the  agreements  provide for Comcast to
      charge management fees of up to 6% of gross revenues.  Comcast charged the
      Company's subsidiaries  management fees of $161.8 million,  $130.4 million
      and $119.7 million in 1999, 1998 and 1997, respectively.  These management
      fees are included in selling,  general and administrative  expenses in the
      Company's  consolidated  statement  of  operations.  Payment of certain of
      these  expenses has been deferred  until CalPERS no longer has an interest
      in  Comcast  MHCP  (see Note 3).  Comcast  has  agreed  to permit  certain
      subsidiaries  of the  Company  to  defer  payment  of a  portion  of these
      expenses  with  the  deferred  portion  being  treated  as a  subordinated
      long-term  liability  due to  affiliate  which  will not be paid  prior to
      January 1, 2001. Management fees deferred in 1999, 1998 and 1997 were $5.8
      million, $5.5 million and $4.7 million, respectively.  Deferred management
      fees were $148.2  million and $142.4  million as of December  31, 1999 and
      1998, respectively.

      On behalf of the Company,  Comcast seeks and secures long-term programming
      contracts that generally provide for payment based on either a monthly fee
      per subscriber per channel or a percentage of certain subscriber revenues.
      Comcast  charges each of the Company's  subsidiaries  for programming on a
      basis which  generally  approximates  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  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
      $971.2  million,  $760.9  million  and $674.6  million,  including  $822.5
      million,  $640.5  million and $560.9 million of  Programming  Charges,  in
      1999, 1998 and 1997,  respectively.  The Programming Charges include $83.6
      million,  $59.4  million  and  $49.0  million  in  1999,  1998  and  1997,
      respectively,  relating to programming  purchased by the Company,  through
      Comcast, from suppliers in which Comcast holds an equity interest.

      Payment of certain of these  expenses has been  deferred  until CalPERS no
      longer has an interest in Comcast MHCP (see Note 3). Comcast has agreed to
      permit certain of the Company's subsidiaries to defer payment of a portion
      of the  Programming  Charges with the deferred  portion being treated as a
      subordinated  long-term  liability due to affiliate which will not be paid
      prior to January 1, 2001.  Programming  Charges deferred in 1999, 1998 and
      1997 were $133.6 million, $120.5 million and $102.3 million, respectively.
      Deferred  Programming Charges were $516.0 million and $382.4 million as of
      December 31, 1999 and 1998, respectively.

                                     - 33 -
<PAGE>
COMCAST CABLE COMMUNICATIONS, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
YEARS ENDED DECEMBER 31, 1999, 1998 AND 1997 (Continued)


      Current due to  affiliates  in the  Company's  consolidated  balance sheet
      primarily  consists of 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.

      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, 1999 and
      1998, $34.0 million and $57.1 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, 1999, 1998 and 1997, the Company recognized  investment
      income of $2.7 million,  $3.1 million and $3.9 million,  respectively,  on
      cash held by CFAC.

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.  Comcast  Communications  Properties,
      Inc. ("CCP"),  an indirect  majority owned subsidiary of the Company,  and
      Jones  Intercable  each file  separate  consolidated  federal  income  tax
      returns.  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.

      Comcast MHCP is treated as a partnership for income tax purposes. As such,
      any taxable  income or loss  attributable  to Comcast MHCP,  excluding any
      income or loss from its  subsidiaries,  flows  through to the  Company and
      CalPERS based on their respective ownership percentages.

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

<TABLE>
<CAPTION>
                                                                           Year Ended December 31,
                                                                  1999              1998              1997
                                                               -----------       -----------       -----------
<S>                                                                 <C>               <C>               <C>
      Current expense
      Federal................................................        $18.9              $1.9             $
      State..................................................          6.1               5.4               6.1
                                                               -----------       -----------       -----------
                                                                      25.0               7.3               6.1
                                                               -----------       -----------       -----------
      Deferred benefit
      Federal................................................        (66.8)            (41.1)            (48.2)
      State..................................................         (4.4)             (2.0)             (1.5)
                                                               -----------       -----------       -----------
                                                                     (71.2)            (43.1)            (49.7)
                                                               -----------       -----------       -----------
      Income tax benefit.....................................       ($46.2)           ($35.8)           ($43.6)
                                                               ===========       ===========       ===========
</TABLE>

                                     - 34 -
<PAGE>
COMCAST CABLE COMMUNICATIONS, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
YEARS ENDED DECEMBER 31, 1999, 1998 AND 1997 (Continued)


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


<TABLE>
<CAPTION>
                                                                                  Year Ended December 31,
                                                                          1999              1998              1997
                                                                       ----------        ----------        ----------
<S>                                                                      <C>               <C>               <C>
      Federal tax at statutory rate...................................    ($140.6)           ($52.5)           ($61.8)
      Non-deductible depreciation and amortization....................       25.5              21.5              21.5
      State income taxes, net of federal benefit......................        1.0               2.2               3.1
      Interest income, taxable to CalPERS.............................       (8.1)             (7.5)             (6.7)
      Increase to valuation allowance.................................       75.3
      Other...........................................................        0.7               0.5               0.3
                                                                       ----------        ----------        ----------
      Income tax benefit..............................................     ($46.2)           ($35.8)           ($43.6)
                                                                       ==========        ==========        ==========
</TABLE>

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

<TABLE>
<CAPTION>
                                                                                               December 31,
                                                                                        1999                  1998
                                                                                    -------------         -------------
<S>                                                                                      <C>                   <C>
      Deferred tax assets:
      Net operating loss carryforwards.............................................        $256.3                $110.1
      Less valuation allowance.....................................................        (207.5)                (95.6)
                                                                                    -------------         -------------
                                                                                             48.8                  14.5
                                                                                    -------------         -------------
      Deferred tax liabilities, principally differences between book
            and tax basis of property and equipment and deferred charges...........       1,684.4               1,461.5
                                                                                    -------------         -------------
      Net deferred tax liability...................................................      $1,635.6              $1,447.0
                                                                                    =============         =============
</TABLE>

      The  Company  recorded   approximately  $285.0  million  of  deferred  tax
      liabilities in 1999 in connection with the Jones Intercable  contribution.
      The Company's  valuation  allowance  against  deferred tax assets includes
      approximately   $60.0  million  for  which  any   subsequent  tax  benefit
      recognized  will be  allocated  to reduce  goodwill  and other  noncurrent
      intangible  assets.  The subsidiaries  which are not consolidated with the
      Company for income tax  reporting  purposes  have  aggregate net operating
      loss carryforwards of approximately  $500.0 million which expire primarily
      in periods  through  2019.  A valuation  allowance  has been  recorded for
      certain of these losses due to uncertainty as to their realization.

9.    STATEMENT OF CASH FLOWS-SUPPLEMENTAL INFORMATION

      The Company  made cash  payments  for  interest on its  long-term  debt of
      $324.8 million,  $214.4 million and $225.4 million in 1999, 1998 and 1997,
      respectively.  The Company  made cash  payments  for interest on the Notes
      Payable of $8.9 million, $70.5 million and $17.7 million in 1999, 1998 and
      1997, respectively.

      The  Company  made cash  payments  to  Comcast  for  income  taxes of $7.4
      million,   $5.4  million  and  $39.9  million  in  1999,  1998  and  1997,
      respectively.

                                     - 35 -
<PAGE>
COMCAST CABLE COMMUNICATIONS, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
YEARS ENDED DECEMBER 31, 1999, 1998 AND 1997 (Concluded)

10.   COMMITMENTS AND CONTINGENCIES

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

                2000.......................................      $13.7
                2001.......................................       12.2
                2002.......................................        9.5
                2003.......................................        8.0
                2004.......................................        6.2
                Thereafter.................................       21.3

      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 $33.7 million,  $23.8 million
      and $22.6 million has been charged to  operations in 1999,  1998 and 1997,
      respectively.

      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.

                                     - 36 -

<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.


                                     - 37 -
<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..................................18
                Consolidated Balance Sheet--December 31, 1999 and 1998........19
                Consolidated Statement of Operations--Years
                  Ended December 31, 1999, 1998 and 1997......................20
                Consolidated Statement of Cash Flows--Years
                  Ended December 31, 1999, 1998 and 1997......................21
                Consolidated Statement of Stockholder's Equity --
                  Years Ended December 31, 1999, 1998 and 1997................22
                Notes to Consolidated Financial Statements....................23

      (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

            (i)   We filed a Current Report on Form 8-K under Item 5 on November
                  17, 1999 relating to our announcement that Comcast Corporation
                  had entered into an agreement to exchange certain of our cable
                  systems  with Time  Warner  Cable,  a division  of Time Warner
                  Entertainment Company, L.P.

            (ii)  We filed a Current Report on Form 8-K under Item 5 on December
                  23, 1999 relating to our announcement that Comcast Corporation
                  had  entered  into  an  agreement  to  acquire  the  remaining
                  interest in Jones  Intercable,  Inc. that Comcast  Corporation
                  did not already own.

      (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 Bank of Montreal Trust Company
                   (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, 8
                   7/8% Senior  Notes due 2017 and 8 1/2% Senior  Notes due 2027
                   (incorporated by reference to Exhibit 4.1(b) to the Company's
                   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., 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   Comcast MHCP Holdings,  L.L.C.  Amended and Restated  Limited
                   Liability Company  Agreement,  dated as of December 18, 1994,
                   among Comcast Cable Communications, Inc., The

                                     - 38 -

<PAGE>

                   California  Public  Employees'  Retirement  System  and,  for
                   certain limited purposes,  Comcast Corporation  (incorporated
                   by reference to Exhibit 10.1 to Comcast Corporation's Current
                   Report on Form 8-K filed on January 6, 1995).

            10.4   Credit  Agreement,  dated  as of  December  22,  1994,  among
                   Comcast MH  Holdings,  Inc.,  the banks listed  therein,  The
                   Chase Manhattan Bank (National  Association),  NationsBank of
                   Texas,  N.A.  and the  Toronto-Dominion  Bank,  as  Arranging
                   Agents,  The  Bank of New  York,  The  Bank  of Nova  Scotia,
                   Canadian  Imperial Bank of Commerce and Morgan Guaranty Trust
                   Company of New York, as Managing  Agents and  NationsBank  of
                   Texas,  N.A.,  as  Administrative   Agent   (incorporated  by
                   reference  to Exhibit 10.2 to Comcast  Corporation's  Current
                   Report on Form 8- K filed on January 6, 1995).

            10.5   Pledge  Agreement,  dated as of December  22,  1994,  between
                   Comcast MH Holdings,  Inc. and NationsBank of Texas, N.A., as
                   the secured party  (incorporated by reference to Exhibit 10.3
                   to Comcast  Corporation's Current Report on Form 8-K filed on
                   January 6, 1995).

            10.6   Pledge  Agreement  dated as of  December  22,  1994,  between
                   Comcast  Communications  Properties,  Inc. and NationsBank of
                   Texas, N.A., as the Secured Party  (incorporated by reference
                   to Exhibit 10.4 to Comcast  Corporation's  Current  Report on
                   Form 8-K filed on January 6, 1995).

            10.7   Affiliate   Subordination  Agreement  (as  the  same  may  be
                   amended, modified, supplemented, waived, extended or restated
                   from time to time,  this  "Agreement"),  dated as of December
                   22, 1994,  among  Comcast  Corporation,  Comcast MH Holdings,
                   Inc.  (the  "Borrower"),  any  affiliate of the Borrower that
                   shall have become a party thereto and  NationsBank  of Texas,
                   N.A.,  as  Administrative  Agent  under the Credit  Agreement
                   dated as of December 22, 1994, among the Borrower,  the Banks
                   listed   therein,   The  Chase   Manhattan   Bank   (National
                   Association),    NationsBank   of   Texas,   N.A.   and   The
                   Toronto-Dominion  Bank, as Arranging Agents.  The Bank of New
                   York,  The Bank of Nova  Scotia,  Canadian  Imperial  Bank of
                   Commerce and Morgan  Guaranty  Trust  Company of New York, as
                   Managing Agents, and the Administrative  Agent  (incorporated
                   by reference to Exhibit 10.5 to Comcast Corporation's Current
                   Report on Form 8- K filed on January 6, 1995).

            10.8   Registration Rights and Price Protection Agreement,  dated as
                   of December 22, 1994, by and between Comcast  Corporation and
                   The   California   Public   Employees'    Retirement   System
                   (incorporated   by  reference  to  Exhibit  10.8  to  Comcast
                   Corporation's Current Report on Form 8- K filed on January 6,
                   1995).

            10.9   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).

            10.10  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).

            10.11  Credit  Agreement,  dated  as of  November  15,  1996,  among
                   Comcast  SCH  Holdings,   Inc.,  the  banks  listed  therein,
                   Nationsbank of Texas, N.A., as Documentation Agent, The Chase
                   Manhattan Bank, as Syndication  Agent,  The Bank of New York,
                   The Chase Manhattan Bank and  Nationsbank of Texas,  N.A., as
                   Managing Agents,  and The Bank of New York, as Administrative
                   Agent  (incorporated by reference to Exhibit 10.35 to Comcast
                   Corporation's Form 10-K filed on March 3, 1998).

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

            23.1   Consent of Deloitte & Touche LLP.

            23.2   Consent of Arthur Andersen LLP.

            27.1   Financial Data Schedule.

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

                                     - 39 -

<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, 2000.

                                              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.

SIGNATURE                TITLE                                    DATE
---------                -----                                    ----

/s/ Ralph J. Roberts     Chairman; Director                       March 16, 2000
----------------------
Ralph J. Roberts


/s/ Brian L. Roberts     Vice Chairman; Director (Principal       March 16, 2000
----------------------   Executive Officer)
Brian L. Roberts


/s/ Lawrence S. Smith    Executive Vice President; Director       March 16, 2000
----------------------
Lawrence S. Smith


/s/ Stanley L. Wang      Executive Vice President, Secretary;     March 16, 2000
----------------------   Director
Stanley L. Wang


/s/ John R. Alchin       Executive Vice President, Treasurer      March 16, 2000
----------------------   (Principal Financial Officer)
John R. Alchin


/s/ Lawrence J. Salva    Senior Vice President                    March 16, 2000
----------------------   (Principal Accounting Officer)
Lawrence J. Salva


                                     - 40 -

<PAGE>

                    INDEPENDENT AUDITORS' REPORT ON SCHEDULES




To the Board of Directors and Stockholder
Comcast Cable Communications, Inc.
Wilmington, Delaware


Our audits of the financial  statements referred to in our report dated February
24, 2000, except for Note 3 as to which the date is March 2, 2000,  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, 1999 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 24, 2000

                                     - 41 -

<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>
                                                                                                 December 31,
                                                                                           1999                1998
                                                                                        ----------          -----------
<S>                                                                                       <C>                  <C>
ASSETS
Investments in and amounts due to/from subsidiaries eliminated
   upon consolidation, net..........................................................      $4,395.3             $2,751.6
Deferred charges, net...............................................................          24.2                 27.1
                                                                                        ----------          -----------
                                                                                          $4,419.5             $2,778.7
                                                                                        ==========          ===========

LIABILITIES AND STOCKHOLDER'S EQUITY
CURRENT LIABILITIES
   Accrued interest and other.......................................................         $29.8                $30.9
                                                                                        ----------          -----------
        Total current liabilities...................................................          29.8                 30.9
                                                                                        ----------          -----------
   Long-term debt...................................................................       2,490.0              2,489.4
                                                                                        ----------          -----------
   Deferred income taxes, due to affiliates.........................................          89.4                 83.7
                                                                                        ----------          -----------
   Other liabilities ...............................................................           1.5                  1.7
                                                                                        ----------          -----------

STOCKHOLDER'S EQUITY
   Common stock, $1 par value - authorized and issued, 1,000 shares
   Additional capital...............................................................       4,931.4              3,066.2
   Accumulated deficit..............................................................      (3,150.1)            (2,896.4)
   Accumulated other comprehensive income...........................................          27.5                  3.2
                                                                                        ----------          -----------
        Total stockholder's equity..................................................       1,808.8                173.0
                                                                                        ----------          -----------
                                                                                          $4,419.5             $2,778.7
                                                                                        ==========          ===========
</TABLE>

                                     - 42 -
                                     <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>
                                                                             Year Ended December 31,
                                                                  1999                1998                 1997
                                                              -------------       -------------        -------------
<S>                                                                <C>                 <C>                  <C>
AMORTIZATION..............................................             $2.5                $1.7                 $1.0
                                                              -------------       -------------        -------------

OPERATING LOSS............................................              2.5                 1.7                  1.0

OTHER (INCOME) EXPENSE
   Interest income on affiliate notes, net................                               (142.4)               (93.3)
   Interest expense, net..................................            192.5               149.9                 96.5
   Equity in net losses of affiliates.....................            120.2                82.1                117.9
                                                              -------------       -------------        -------------
                                                                      312.7                89.6                121.1
                                                              -------------       -------------        -------------

LOSS BEFORE INCOME TAX EXPENSE............................           (315.2)              (91.3)              (122.1)

INCOME TAX (BENEFIT) EXPENSE..............................            (61.5)                6.0                  6.7
                                                              -------------       -------------        -------------

NET LOSS..................................................           (253.7)              (97.3)              (128.8)

ACCUMULATED DEFICIT
   Beginning of year......................................         (2,896.4)           (2,799.1)            (2,124.0)
   Elimination of outstanding notes receivable from
      affiliate through a non-cash dividend to Comcast....                                                    (546.3)
                                                              -------------       -------------        -------------

   End of year............................................        ($3,150.1)          ($2,896.4)           ($2,799.1)
                                                              =============       =============        =============
</TABLE>

                                     - 43 -
<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>
                                                                                                 Year Ended December 31,
                                                                                           1999           1998            1997
                                                                                        ----------     -----------     ----------
<S>                                                                                      <C>             <C>          <C>
OPERATING ACTIVITIES
   Net loss..........................................................................      ($253.7)         ($97.3)       ($128.8)
   Adjustments to reconcile net loss to net cash (used in)
     provided by operating activities:
      Amortization...................................................................          2.5             1.7            1.0
      Non-cash interest expense......................................................          0.6             0.4
      Equity in net losses of affiliates.............................................        120.2            82.1          117.9
      Deferred income tax benefit, due to affiliates.................................          5.8            31.8           50.4
                                                                                        ----------     -----------     ----------
                                                                                            (124.6)           18.7           40.5

      Changes in working capital and other liabilities...............................         (0.9)            6.9           29.1
                                                                                        ----------     -----------     ----------
           Net cash (used in) provided by operating activities.......................       (125.5)           25.6           69.6
                                                                                        ----------     -----------     ----------

FINANCING ACTIVITIES
   Proceeds from borrowings..........................................................                        797.9        1,691.1
   Proceeds from notes payable to affiliate..........................................                         72.4           72.3
   Repayment of notes payable to affiliates..........................................                       (144.7)         (45.0)
   Capital contributions from parent.................................................        960.1
   Deferred financing costs..........................................................                        (11.7)         (18.1)
                                                                                        ----------     -----------     ----------
           Net cash provided by financing activities.................................        960.1           713.9        1,700.3
                                                                                        ----------     -----------     ----------

INVESTING ACTIVITIES
   Net transactions with affiliates..................................................       (834.6)         (739.5)      (1,769.9)
                                                                                        ----------     -----------     ----------
           Net cash used in investing activities.....................................       (834.6)         (739.5)      (1,769.9)
                                                                                        ----------     -----------     ----------

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

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

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

                                     - 44 -
<PAGE>
               COMCAST CABLE COMMUNICATIONS, INC. AND SUBSIDIARIES

                 SCHEDULE II - VALUATION AND QUALIFYING ACCOUNTS

                  YEARS ENDED DECEMBER 31, 1999, 1998 AND 1997

                                  (In millions)

<TABLE>
<CAPTION>
                                                                                    Additions
                                                    Balance at                     Charged to     Deductions        Balance
                                                     Beginning      Effect of       Costs and        from           at End
                                                      of Year     Acquisitions      Expenses      Reserves(A)       of Year
                                                      -------     ------------      --------      -----------       -------
<S>                                                     <C>              <C>           <C>             <C>            <C>
Allowance for Doubtful Accounts

   1999.........................................        $19.4            $3.1          $23.6           $14.9          $31.2

   1998.........................................         16.7                           15.8            13.1           19.4

   1997.........................................         12.0                           18.4            13.7           16.7


<FN>
(A) Uncollectible accounts written off.
</FN>
</TABLE>

                                     - 45 -