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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 33-96804

                           COMCAST LCI HOLDINGS, INC.
                   (SUCCESSOR TO LENFEST COMMUNICATIONS, INC.)
             (Exact name of registrant as specified in its charter)

         DELAWARE                                         51-0394453
(State or other jurisdiction of             (I.R.S. Employer Identification No.)
incorporation or organization)

     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 February 29, 2000, there were 100 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 LCI HOLDINGS, INC.
                          1999 FORM 10-K ANNUAL REPORT

                                TABLE OF CONTENTS
                                     PART I
Item 1   Business..............................................................1
Item 2   Properties...........................................................11
Item 3   Legal Proceedings....................................................11
Item 4   Submission of Matters to a Vote of Security Holders..................11

                                     PART II

Item 5   Market for the Registrant's Common Equity and
               Related Stockholder Matters....................................12
Item 6   Selected Financial Data..............................................12
Item 7   Management's Discussion and Analysis of Financial Condition
               and Results of Operations......................................13
Item 8   Financial Statements and Supplementary Data..........................16
Item 9   Changes in and Disagreements with Accountants on
               Accounting and Financial Disclosure............................35

                                    PART III

Item 10  Directors and Executive Officers of the Registrant...................35
Item 11  Executive Compensation...............................................35
Item 12  Security Ownership of Certain Beneficial Owners and Management.......35
Item 13  Certain Relationships and Related Transactions.......................35

                                     PART IV

Item 14  Exhibits, Financial Statement Schedules and Reports on Form 8-K......36
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 LCI
Holdings,"  "we," "us" and "our" refer to Comcast  LCI  Holdings,  Inc.  and its
subsidiaries.  We are the successor to Lenfest  Communications,  Inc., which was
merged with and into us on January 18, 2000.

     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 we may 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.

     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

     In  January  2000,  Comcast  Corporation  acquired  the  stock  of  Lenfest
Communications,  Inc.,  a  cable  communications  company  serving  1.1  million
subscribers  primarily in the Philadelphia  area from AT&T Corp. and the Lenfest
stockholders  for 121.4 million shares of Comcast's Class A Special Common Stock
with a value of $6.077  billion.  Immediately  upon closing of the  acquisition,
Lenfest  Communications  was  merged  with and into us. As a result,  we are the
successor to Lenfest Communications.

     The  consolidated  financial  statements  included in Item 8 of this Annual
Report  are  those  of  Lenfest   Communications.   Our  consolidated  financial
statements   will  not  be   significantly   different  from  those  of  Lenfest
Communications  as  Comcast  does  not  intend  to  apply,  to our  consolidated
financial  statements,  the  accounting  relating to its  acquisition of Lenfest
Communications.

     We are principally  involved in the cable  communications  business through
the development,  management and operation of broadband communications networks.
We 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 approximately
1.1  million  subscribers  and  passed  approximately  1.5  million  homes as of
December 31, 1999.

     We are a wholly owned subsidiary of Comcast Corporation.  We are a Delaware
corporation  that was  organized  in  November  1999  solely for the  purpose of
merging with Lenfest Communications.  We have our principal executive offices at
1201 Market Street, Suite 2201, Wilmington, Delaware 19801. Our telephone number
is (302) 594-8700.

                      GENERAL DEVELOPMENTS OF OUR BUSINESS

     Purchase and Sale of Videopole

     In January 1999,  Lenfest  Communications  purchased an  additional  71% of
Videopole,  a French  cable  television  holding  and  management  company  that
franchises,  builds and  operates  cable  television  systems in medium to small
communities  in  France.  Lenfest  Communications  also  had an 80%  partnership
interest in a partnership that owned the remaining 29% of Videopole. As a result
of the  purchase,  Lenfest  Communications'  direct  and  indirect  interest  in
Videopole was 94.2%.

     In  August  1999,  Lenfest  Communications  sold  its  entire  interest  in
Videopole for $121.0  million and  recognized a pre-tax gain of $108.7  million.
The proceeds  received  consisted of $64.9 million in cash and 955,376 shares of
United Pan-European Communications, N. V. with a value of $56.1 million.

     Raystay Acquisition

     In July 1999,  Lenfest  Communications  acquired the 55% of Lenfest Raystay
Holdings,  Inc.  which it did not already own for $46.2  million in cash and the
assumption of $53.2 million of debt. Lenfest  Communications  immediately repaid
the  Raystay  debt  assumed.  The  acquisition  and debt  repayment  were funded
primarily with borrowings under a bank credit facility.

                           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,  35% of our cable  subscribers  were served by a
system with a capacity of at least 550-MHz and 17% 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 our existing cable communications systems.
<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), and
     o    The Movie Channel(TM)

     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 and regional
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.

     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,
     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.

                                      - 2 -
<PAGE>
     Customer Service

     We manage our cable  communications  systems in one  contiguous  geographic
cluster.  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 consolidated our local customer service operations
into one large  regional  call  center.  This call  center  has  technologically
advanced  telephone  systems that provide  24-hour per day,  7-day per week call
answering capability, telemarketing and other services.

     Our Cable Communications Systems

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

<TABLE>
<CAPTION>
                                                        1999          1998            1997          1996          1995
                                                      ---------     ---------      ----------    ----------     ---------
Basic Cable
<S>                                                     <C>           <C>             <C>           <C>             <C>
     Homes Passed (1)(4).............................     1,482         1,383           1,356         1,279           905
     Cable Subscribers (2)(4)........................     1,089         1,014             992           927           596
     Cable Penetration (3)(4)........................     73.5%         73.3%           73.2%         72.5%         65.9%
<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)  The information  consists of cable  communications  systems whose financial
     results we  consolidate.  The  information as of December 31, 1999 does not
     include 305,000 Homes Passed and 216,000 Cable  Subscribers in Garden State
     Cablevision,  L.P., a non-consolidated cable communications system in which
     we have a 50% ownership interest.
</FN>
</TABLE>

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

     Competition

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

     o    local television  broadcast stations that provide off-air  programming
          which can be received using a roof-top antenna and television set,
     o    program  distributors that transmit satellite signals containing video
          programming, data and other information to receiving dishes of varying
          sizes located on the subscriber's premises,
     o    satellite master antenna television systems,  commonly known as SMATV,
          which generally serve condominiums, apartment and office complexes and
          residential developments,
     o    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.

                                      - 3 -
<PAGE>
     New  facilities-based  competitors  such as RCN Corporation are planning to
offer 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 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

                                      - 4 -
<PAGE>
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  Comcast,  have
initiated litigation challenging these municipal requirements.  In addition, two
antitrust  lawsuits have been filed in federal courts  alleging that Comcast and
other cable  communications  companies  have  improperly  refused to allow their
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
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 page 6 of this Annual Report 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.

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

                                      - 5 -

<PAGE>
                           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,
     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.

     We have reached a tentative  agreement  with a state  regulatory  agency to
resolve certain outstanding rate disputes.  We have established  reserves during
the fourth quarter of 1999 to satisfy  potential  liabilities  arising from this
proposed settlement.

     Content Requirements

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

                                      - 6 -
<PAGE>

     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  one 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,
     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

                                      - 7 -
<PAGE>

          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 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

                                      - 8 -
<PAGE>
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
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.

                                      - 9 -
<PAGE>

     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.

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,

                                     - 10 -
<PAGE>

     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 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  2,700 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  center  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.

     On January 20, 1995,  an  individual  (the  "Plaintiff")  filed suit in the
Federal  Court of  Australia,  New South  Wales  District  Registry  against the
Company and several other entities and individuals (the "Defendants")  including
H.F. Lenfest,  who, together with the members of his family, is the owner of 50%
of the common stock of Lenfest  Communications,  Inc.,  as of December 31, 1999,
involved  in the  acquisition  of a  company  of  which  the  Plaintiff  was the
controlling  shareholder,  the  assets of which  included  the right to  acquire
Satellite License B from the Australian  government.  The Plaintiff alleged that
the  Defendants  defrauded  him  by  making  certain  representations  to him in
connection with the acquisition of his company and claims total damages of A$718
million (approximately U.S. $440 million as of December 31, 1998). The Plaintiff
also alleged that  Australis and H.F.  Lenfest owed to him a fiduciary  duty and
that both parties breached this duty. The Defendants have denied all claims made
against  them by the  Plaintiff  and stated  their  belief that the  Plaintiff's
allegations  are without  merit.  The trial in this action  began on February 2,
1998 and ended on September 30, 1998. In December 1999, the Plaintiff's case was
dismissed by order of the court.

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.

                                     - 11 -
<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,  $0.01 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.



                                     - 12 -
<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.

     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.

     Our policy is to manage  interest  costs using a mix of fixed and  variable
rate debt.  Using  interest rate  exchange  agreements,  ("Swaps"),  we agree to
exchange,  at specified  intervals,  the  difference  between fixed and variable
interest amounts  calculated by reference to an agreed-upon  notional  principle
amount.

     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....................    $1.2     $0.8    $0.3     $0.3      $0.3      $1,283.7   $1,286.6    $1,355.0
   Average Interest Rate......    9.3%     8.9%    6.9%     7.0%      7.1%          8.8%       8.8%

Variable Rate (1).............                                       $61.0        $144.0     $205.0      $205.0
   Average Interest Rate......                                        8.3%          8.4%       8.4%


Interest Rate Instruments
Fixed to Variable Swaps.......                                                    $150.0     $150.0       ($6.4)
   Average Pay Rate...........                                                      9.7%
   Average Receive Rate.......                                                      8.3%
<FN>
(1)   During the three  months  ended March 31,  2000,  the  Company  repaid the
      remaining outstanding balance and terminated its bank credit facility.
</FN>
</TABLE>

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

                                     - 13 -
<PAGE>
     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.

     We identified computer systems that required modification or replacement so
that they would properly utilize dates beyond December 31, 1999. 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
29, 2000 we have  incurred no  significant  disruption in  operations.  Further,
contingency  plans  have  been  created  for our  key  systems  and  operations.
Additionally,  we have implemented,  business continuity  preparations 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  $1.8 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.

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

Results of Operations

In January 2000, Comcast Corporation  ("Comcast")  acquired the stock of Lenfect
Communications,  Inc. (the "Company") from AT&T Corp. ("AT&T") and the Company's
stockholders for approximately 121.4 million shares of Comcast's Class A Special
Common  Stock with a value of $6.077  billion.  Immediately  upon closing of the
acquisition,  the Company  was merged with and into us. As a result,  we are the
successor to the Company.

     Our consolidated  financial statements will not be significantly  different
from  those  of the  Company  as  Comcast  does  not  intend  to  apply,  to our
consolidated financial statements, the accounting relating to its acquisition of
the Company.

     The Company's 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            Increase / (Decrease)
                                                                  December 31,
                                                               1999          1998            $            %
                                                             ---------     ---------     ---------     --------
<S>                                                             <C>           <C>            <C>           <C>
Revenues..................................................      $542.8        $470.4         $72.4         15.4%
Service, programming, selling, general and administrative.
   and direct non-cable expenses..........................       339.7         274.9          64.8         23.6
                                                             ---------     ---------     ---------
Operating income before depreciation and
   amortization (1).......................................       203.1         195.5           7.6          3.9
Depreciation and amortization.............................       153.3         135.4          17.9         13.2
                                                             ---------     ---------     ---------
Operating income..........................................        49.8          60.1         (10.3)       (17.1)
                                                             ---------     ---------     ---------
Interest expense..........................................       125.5         120.1           5.4          4.5
Equity in (income) losses of affiliates...................        (7.5)          3.8          11.3           NM
Other income..............................................       (17.4)        (14.4)          3.0         20.8
Income tax benefit........................................       (16.5)         (3.1)         13.4           NM
                                                             ---------     ---------     ---------
Loss from continuing operations before
  extraordinary items.....................................      ($34.3)       ($46.3)       ($12.0)       (25.9%)
                                                             =========     =========     =========
                                       14
<PAGE>
<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>

Revenues

     Of the  $72.4  million  increase  from  1998  to  1999,  $25.0  million  is
attributable to the effects of the acquisitions of cable communications systems,
$7.1 million is attributable to subscriber growth,  $18.1 million relates to the
changes in rates,  $15.8 million is attributable to growth in cable  advertising
sales and $6.4 million relates to other product offerings including the increase
in digital cable and modem services.

Service,  Programming,  Selling,  General & Administrative  and Direct Non-Cable
Expenses

     Of the  $64.8  million  increase  from  1998  to  1999,  $13.8  million  is
attributable to the effects of the acquisitions of cable communications systems,
$12.3 million is attributable  to an increase in the costs of cable  programming
as a result of subscriber  growth,  additional  channel offerings and changes in
rates,  $5.2 million is  attributable  to an increase in costs  associated  with
customer  service,  $11.3 million is attributable to growth in cable advertising
sales and $22.2  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 $17.9 million  increase from 1998 to 1999 is primarily  attributable to
the  effects of our  acquisitions  of cable  communications  systems  and of our
capital expenditures.

Interest Expense

     The $5.4 million  increase from 1998 to 1999 is primarily  attributable  to
the  effects of higher  average  debt  balances in 1999 as compared to 1998 as a
result of borrowings to fund acquisitions.

Equity in Net (Income) Losses of Affiliates

     The $11.3 million change is primarily attributable to an equity in net loss
of $11.1 million in 1998 related to the Company's  investment in Videopole which
was not  accounted for under the equity method in 1999 (see Notes 3 and 4 to the
consolidated financial statements included in Item 8.).

Income Tax Benefit

     The $13.4 million  increase from 1998 to 1999 is primarily  attributable to
the  utilization  of the loss from  continuing  operations in 1999 to reduce the
income tax expense associated with the 1999 gain on discontinued operations.

     We believe that our losses will not significantly affect the performance of
our normal business  activities  because of our existing cash, cash  equivalents
and  marketable  securities,  our ability to generate  operating  income  before
depreciation and amortization and our ability to obtain external financing.

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

                                     - 15 -
<PAGE>
ITEM 8    FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA





REPORT OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS


To the Board of Directors and Stockholders
Lenfest Communications, Inc.


We  have  audited  the  accompanying   consolidated  balance  sheet  of  Lenfest
Communications,  Inc. and subsidiaries as of December 31, 1999 and 1998, and the
related  consolidated   statements  of  operations,   changes  in  stockholders'
deficiency  and of cash  flows  for each of the years in the  three-year  period
ended  December  31,  1999.  These  consolidated  financial  statements  are the
responsibility of the Company's management.  Our responsibility is to express an
opinion on these consolidated financial statements based on our audits.

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  consolidated  financial  statements are
free of material  misstatement.  An audit includes  examining,  on a test basis,
evidence  supporting the amounts and disclosures in the  consolidated  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  provide  a
reasonable basis for our opinion.

In our opinion, the consolidated  financial statements referred to above present
fairly,   in  all  material   respects,   the  financial   position  of  Lenfest
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 years in the
three-year period ended December 31, 1999, in conformity with generally accepted
accounting principles.




/s/ Pressman Ciocca Smith LLP
Hatboro, Pennsylvania
March 27, 2000


                                     - 16 -

<PAGE>
LENFEST COMMUNICATIONS, INC. AND SUBSIDIARIES

CONSOLIDATED BALANCE SHEET
(Dollars in thousands)

<TABLE>
<CAPTION>
                                                                                           December 31,
                                                                                       1999            1998
                                                                                   ------------    ------------
<S>                                                                                    <C>               <C>
ASSETS

Cash and cash equivalents.......................................................       $144,985          $9,802
Marketable securities...........................................................        159,003          18,854
Accounts receivable, less allowance for doubtful
   accounts of $5,091 and $3,603................................................         30,902          25,292
Inventories and prepaid expenses................................................          2,992           3,949
Property and equipment, net of accumulated depreciation of $530,587 in 1999
    and $436,273 in 1998........................................................        565,671         431,455
Investments, principally in affiliates, and related receivables.................         36,371          47,645
Goodwill, net of accumulated amortization of $36,946 in 1999
   and $32,364 in 1998..........................................................         97,458          68,637
Deferred franchise costs, net of accumulated amortization of $271,113 in 1999
   and $227,797 in 1998.........................................................        487,927         465,420
Other intangible assets, net of accumulated amortization of $14,768 in 1999
   and $14,611 in 1998..........................................................         18,863          19,399
Deferred Federal tax asset, net.................................................                         80,371
Other assets....................................................................            514           5,113
                                                                                   ------------    ------------
                                                                                     $1,544,686      $1,175,937
                                                                                   ============    ============
LIABILITIES AND STOCKHOLDERS' DEFICIENCY

Notes payable and obligations under capital leases..............................     $1,491,552      $1,296,553
Accounts payable and accrued expenses - unrelated parties.......................        112,714          73,051
Accounts payable - affiliate....................................................         26,127          22,968
Customer prepayments and deposits...............................................          7,460           6,851
Deferred gain on terminated interest swaps......................................          5,911           6,518
Deferred tax liability, net.....................................................         23,300           9,406
Investment in Garden State Cablevision, L.P.....................................         67,334          73,414
                                                                                   ------------    ------------
                                                                                      1,734,398       1,488,761
                                                                                   ------------    ------------
STOCKHOLDERS' DEFICIENCY
   Common stock, $.01 par value - authorized and issued, 158,896 shares.........              2               2
   Additional capital...........................................................         51,561          50,747
   Accumulated deficit..........................................................       (323,077)       (359,149)
   Accumulated other comprehensive income (loss)................................         81,802          (4,424)
                                                                                   ------------    ------------
       Total stockholders' deficiency...........................................       (189,712)       (312,824)
                                                                                   ------------    ------------
                                                                                     $1,544,686      $1,175,937
                                                                                   ============    ============
</TABLE>

See notes to consolidated financial statements.

                                     - 17 -
<PAGE>
LENFEST COMMUNICATIONS, INC. AND SUBSIDIARIES

CONSOLIDATED STATEMENT OF OPERATIONS
(Dollars in thousands)

<TABLE>
<CAPTION>
                                                                                Year Ended December 31,
                                                                          1999           1998            1997
                                                                        ---------      ---------       --------
<S>                                                                      <C>            <C>            <C>
REVENUES.............................................................    $542,800       $470,409       $447,390
                                                                        ---------      ---------       --------

OPERATING EXPENSES
   Service...........................................................      54,510         46,958         33,772
   Programming - from affiliate......................................      82,128         70,502         62,892
   Programming - other cable.........................................      40,645         34,033         30,196
   Selling, general and administrative...............................     131,111        105,058        105,470
   Direct costs - non-cable..........................................      31,292         18,377         22,337
   Depreciation......................................................     101,292         86,754         78,801
   Amortization......................................................      52,075         48,604         51,138
                                                                        ---------      ---------       --------
                                                                          493,053        410,286        384,606
                                                                        ---------      ---------       --------

OPERATING INCOME.....................................................      49,747         60,123         62,784

OTHER (INCOME) EXPENSE
   Interest expense..................................................     125,507        120,119        120,788
   Equity in net (income) losses of affiliates.......................      (7,483)         3,864          7,334
   Loss on Australis Media Ltd. securities...........................                                    44,572
   Other income......................................................     (17,436)       (14,443)        (9,154)
                                                                        ---------      ---------       --------
                                                                          100,588        109,540        163,540
                                                                        ---------      ---------       --------

LOSS FROM CONTINUING OPERATIONS BEFORE INCOME
   TAX BENEFIT AND EXTRAORDINARY ITEMS...............................     (50,841)       (49,417)      (100,756)

INCOME TAX BENEFIT...................................................      16,500          3,140         36,179
                                                                        ---------      ---------       --------

LOSS FROM CONTINUING OPERATIONS BEFORE
   EXTRAORDINARY ITEMS...............................................     (34,341)       (46,277)       (64,577)

DISCONTINUED OPERATIONS, net of income tax expense of
   $38,000 and $17,700 in 1999 and 1997..............................      70,413                        33,738
                                                                        ---------      ---------       --------

INCOME (LOSS) BEFORE EXTRAORDINARY ITEMS.............................      36,072        (46,277)       (30,839)

EXTRAORDINARY ITEMS, net of income tax benefit of $1,645 in 1998.....                     (7,360)
                                                                        ---------      ---------       --------

NET INCOME (LOSS)....................................................     $36,072       ($53,637)      ($30,839)
                                                                        =========      =========       ========
</TABLE>

See notes to consolidated financial statements.

                                     - 18 -

<PAGE>
LENFEST COMMUNICATIONS, INC. AND SUBSIDIARIES

CONSOLIDATED STATEMENT OF CASH FLOWS
(Dollars in thousands)


<TABLE>
<CAPTION>
                                                                                                    Year Ended December 31,
                                                                                            1999           1998            1997
                                                                                          ---------      ---------      ---------
<S>                                                                                        <C>           <C>            <C>
OPERATING ACTIVITIES
   Net income (loss) ................................................................       $36,072       ($53,637)      ($30,839)
   Adjustments to reconcile net income (loss) to net cash provided
    by operating activities from continuing operations:
     Depreciation and amortization ..................................................       153,367        135,358        129,939
     Accretion of debt discount .....................................................         2,129          1,891          1,788
     Accretion of discount on marketable securities .................................          (477)
     Net gains on sales of marketable securities ....................................       (11,843)        (3,766)          (468)
     Loss on Australis Media Ltd. securities ........................................        44,572
     Gains on dispositions of equity investments ....................................       (12,221)        (7,318)
     Deferred income tax benefit ....................................................        (3,457)        (4,455)       (21,431)
     Loss on sales of property and equipment ........................................         1,389          2,469            694
     Equity in net (income) losses of affiliates ....................................        (7,483)         3,864          7,334
     Minority interest expense (income) .............................................           311           (945)
     Discontinued operations ........................................................       (70,413)       (33,738)
     Extraordinary items ............................................................         7,360
     Changes in working capital .....................................................        42,770         18,545         28,960
                                                                                          ---------      ---------      ---------

       Net cash provided by operating activities from continuing operations .........       142,842         95,408        118,071
                                                                                          ---------      ---------      ---------

FINANCING ACTIVITIES
   Proceeds from borrowings .........................................................       190,000        311,386        105,000
   Early extinguishment of debt .....................................................       (67,375)
   Capital contribution .............................................................           814
   Repayments of notes payable and obligations under capital leases .................        (1,392)      (246,344)      (123,490)
   Increases in other intangible assets .............................................        (1,193)          (347)
                                                                                          ---------      ---------      ---------

       Net cash provided by (used in) financing activities from continuing operations       189,422         (3,526)       (18,837)
                                                                                          ---------      ---------      ---------

INVESTING ACTIVITIES
   Acquisitions of cable systems, net of cash acquired ..............................       (97,772)       (84,500)
   Acquisition of minority interest .................................................        (7,000)
   Purchases of property and equipment ..............................................      (197,942)      (107,994)       (94,519)
   Purchases of marketable securities ...............................................          (452)        (2,333)        (3,091)
   Proceeds from sales of property and equipment ....................................           345            177          1,091
   Proceeds from sales of marketable securities .....................................        68,595          9,480         45,223
   Sale of subsidiaries, net of cash sold ...........................................        45,575          1,497         51,692
   Investments in affiliates ........................................................        (1,142)          (287)        (9,346)
   Distributions from affiliates ....................................................           135          2,285            775
   Increases in other intangible assets .............................................        (4,933)          (369)        (8,876)
   Loans and advances to affiliates .................................................        (7,626)        (2,337)        (4,849)
   Loans and advances from affiliates ...............................................         5,136          2,178          3,627
                                                                                          ---------      ---------      ---------

       Net cash used in investing activities from  continuing operations ............      (197,081)       (97,703)      (102,773)
                                                                                          ---------      ---------      ---------

INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS -
   CONTINUING OPERATIONS ............................................................       135,183         (5,821)        (3,539)

CASH AND CASH EQUIVALENTS, beginning of year ........................................         9,802         15,623         19,162
                                                                                          ---------      ---------      ---------

CASH AND CASH EQUIVALENTS, end of year ..............................................      $144,985         $9,802        $15,623
                                                                                          =========      =========      =========
</TABLE>

See notes to consolidated financial statements.

                                     - 19 -
<PAGE>
LENFEST COMMUNICATIONS, INC. AND SUBSIDIARIES

CONSOLIDATED STATEMENT OF STOCKHOLDERS' DEFICIENCY
(Dollars in thousands)



<TABLE>
<CAPTION>
                                                                                     Accumulated
                                                                                        Other
                                                                                    Comprehensive
                                                  Common    Additional  Accumulated    Income
                                                  Stock      Capital      Deficit      (Loss)        Total
                                                ----------  ----------  ----------- ------------- -----------
<S>                                              <C>         <C>        <C>             <C>       <C>
BALANCE, JANUARY 1, 1997.......................         $2     $50,747    ($274,673)      ($9,866)  ($233,790)
   Comprehensive loss:
     Net loss..................................                             (30,839)
     Change in unrealized gain on
       marketable securities, net of deferred
       taxes of $48............................                                            10,365
   Total comprehensive loss....................                                                       (20,474)
                                                ----------  ----------  ----------- ------------- -----------

BALANCE, DECEMBER 31, 1997.....................          2      50,747     (305,512)          499    (254,264)
   Comprehensive loss:
     Net loss..................................                             (53,637)
     Unrealized loss on marketable
       securities, net of deferred taxes of $214                                           (4,923)
   Total comprehensive loss....................                                                       (58,560)
                                                ----------  ----------  ----------- ------------- -----------

BALANCE, DECEMBER 31, 1998.....................          2      50,747     (359,149)       (4,424)   (312,824)
   Capital contribution........................                    814                                    814
   Comprehensive income:
     Net income................................                              36,072
     Unrealized gain on marketable securities,
       net of deferred taxes of $43,992........                                            86,226
   Total comprehensive income..................                                                       122,298
                                                ----------  ----------  ----------- ------------- -----------

BALANCE, DECEMBER 31, 1999.....................         $2     $51,561    ($323,077)      $81,802   ($189,712)
                                                ==========  ==========  =========== ============= ===========
</TABLE>

See notes to consolidated financial statements.

                                     - 20 -
<PAGE>
LENFEST COMMUNICATIONS, INC. AND SUBSIDIARIES

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


1.   BUSINESS

     Lenfest Communications, Inc., a Delaware corporation, and subsidiaries (the
     "Company")  was engaged in the  development,  management  and  operation of
     broadband cable networks.  The Company's cable  communications  systems are
     located  in  one  geographic   cluster  in  the  suburbs  of  Philadelphia,
     Pennsylvania from Harrisburg, Pennsylvania through Wilmington, Delaware and
     south through  Atlantic  City,  New Jersey.  The Company's  systems  served
     approximately 1.1 million subscribers and passed  approximately 1.5 million
     homes as of December  31,  1999.  In  addition,  the  Company,  through its
     non-cable subsidiaries,  provides cable advertising,  promotional,  traffic
     and billing,  telemarketing,  paging,  internet and digital video services.
     The  Company's  ability to collect  the  amounts  due from  subscribers  is
     primarily affected by economic conditions in these geographic areas.

     In January 2000, Comcast Corporation  ("Comcast") acquired the stock of the
     Company  from  AT&T  Corp.  ("AT&T")  and the  Company's  stockholders  for
     approximately  121.4  million  shares of Comcast's  Class A Special  Common
     Stock  with a value of $6.077  billion.  Immediately  upon  closing  of the
     acquisition,  the Company was merged with and into  Comcast's  wholly owned
     subsidiary,  Comcast LCI Holdings, Inc. ("LCI Holdings").  As a result, LCI
     Holdings is the successor to the Company.

     The  consolidated   financial  statements  of  LCI  Holdings  will  not  be
     significantly  different  from those of the  Company  as  Comcast  does not
     intend to apply, to LCI Holdings'  consolidated  financial statements,  the
     accounting relating to its acquisition of the Company.

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.

     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/from  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 and Cash Equivalents
     The  Company  maintains  cash  balances at several  financial  institutions
     located  primarily in the Philadelphia  area.  Accounts at each institution
     are insured by either the Federal Deposit Insurance  Corporation or another
     institutional

                                     - 21 -
<PAGE>
LENFEST COMMUNICATIONS, INC. AND SUBSIDIARIES

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


     insurance  fund up to  $100,000  and  $500,000,  respectively.  The Company
     maintains cash balances in excess of the insured amounts.

     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.

     Marketable Securities
     Marketable  securities consist of unrestricted  publicly traded investments
     which 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 (loss).

     Inventories
     Inventories,  which include materials and supplies, are stated at the lower
     of cost or market on a first-in,  first out basis.  Inventories  consist of
     equipment  assembled  and sold by some of the  Company's  non-cable  wholly
     owned subsidiaries.

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

              Buildings and improvements .......................  10-39 years
              Operating facilities..............................   5-15 years
              Other equipment...................................    3-7 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 other 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.  During the years ended December 31, 1999, 1998
     and 1997,  the Company  disposed  of $0.4  million,  $6.0  million and $1.6
     million,  respectively  of fully  depreciated  plant in connection with the
     rebuild of certain of its systems.

     Property and Equipment Under Capital Leases
     Property and equipment  capitalized  under capital  leases are amortized on
     the  straight-line  method  over the term of the  leases  or the  estimated
     useful lives of the assets.  Amortization  of leased  assets is included in
     depreciation expense in the Company's consolidated statement of operations.

     During the years  ended  December  31,  1999,  1998 and 1997,  the  Company
     incurred  additional  capital  lease  obligations  of $0.4  million  , $0.4
     million and $4.6 million, respectively.

     Capitalization of Self Constructed Assets
     All costs  attributable to cable  television  plant,  including  materials,
     direct labor and construction  overhead are  capitalized.  Initial customer
     installation costs including  material,  labor and overhead are capitalized
     and depreciated over eight years.  The costs of subsequently  disconnecting
     and reconnecting subscribers are charged to expense.

     Investments, Principally in Affiliates
     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.

                                     - 22 -
<PAGE>
LENFEST COMMUNICATIONS, INC. AND SUBSIDIARIES

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


     Investments in privately  held  companies are stated at cost,  adjusted for
     any known diminution in value.

     Deferred Franchise Costs, Goodwill and Other Intangible Assets
     Franchise  acquisition  costs are amortized on a  straight-line  basis over
     their legal or estimated useful lives of 10 to 20 years. The excess of cost
     over the fair value of net assets acquired (goodwill) is being amortized on
     a straight-line  basis over estimated useful lives of 20 to 40 years. Other
     intangible  assets are being amortized on a straight-line  basis over their
     legal or estimated useful lives.

     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 of the asset, a loss is recognized  for the  difference  between the
     fair value and the carrying value of the asset.

     Revenue Recognition
     Service income is recognized as service is provided. Credit risk is managed
     by disconnecting services to subscribers who are delinquent.

     Advertising
     The Company charges the costs of advertising to expense as incurred.

     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") to manage its exposure to  fluctuations  in
     interest  rates.  Swaps 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 matched with underlying liabilities, reduce
     the Company's risks relating to interest rates,  and,  through market value
     and  sensitivity  analysis,  maintain a high  correlation  to the  interest
     expense  of the hedged  item.  For those  instruments  that do not meet the
     above criteria,  variations in their fair value are  marked-to-market  on a
     current basis in the Company's consolidated statement of operations.

     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.

                                     - 23 -
<PAGE>
LENFEST 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

     Purchase and Sale of Videopole
     In January 1999, the Company through its subsidiary, Lenfest International,
     Inc.  ("International")  purchased an additional 71% of Videopole, a French
     cable television holding and management company that franchises, builds and
     operates cable television systems in medium to small communities in France.
     International also had an 80% partnership  interest in L-TCI Associates,  a
     partnership that owned 29% of the common stock of Videopole. As a result of
     the purchase,  the Company's direct and indirect  interest in Videopole was
     94.2%. In August 1999, International sold all of the stock of Videopole for
     $121.0  million  and  recognized  a  pre-tax  gain of $108.7  million.  The
     proceeds received  consisted of $64.9 million in cash and 955,376 shares of
     United  Pan-European  Communications,  N. V. with a value of $56.1 million.
     The  results  of  operations  of  Videopole   have  been   presented  as  a
     discontinued  operation in  accordance  with  Accounting  Principles  Board
     Opinion No. 30,  "Reporting  the  Results of  Operations  -  Reporting  the
     Effects of Disposal of a Segment of a Business, and Extraordinary,  Unusual
     and Infrequently Occurring Events and Transactions" ("APB 30").

     Raystay Acquisition
     In July 1999, the Company's  subsidiary,  Lenfest  Raystay  Holdings,  Inc.
     ("Raystay")  acquired  the 55% of the  stock  of  Raystay  which it did not
     already own for $46.2  million in cash and the  assumption of $53.2 million
     of debt.  The Company  immediately  repaid the Raystay  debt  assumed.  The
     acquisition and debt repayment were funded  primarily with borrowings under
     a bank credit facility.

                                     - 24 -
<PAGE>
LENFEST COMMUNICATIONS, INC. AND SUBSIDIARIES

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

     The  Company's  consolidated  statement of  operations  for the  year-ended
     December  31,  1999  include the  revenues  and  expenses of Raystay  since
     January 1, 1999. The sellers' preacquisition share of income is included in
     other income.  The following  summarized  pro forma  financial  information
     assumes the Raystay acquisition occurred on January 1, 1998:

<TABLE>
<CAPTION>
                                                        Year Ended December 31,
                                                          1999            1998
                                                       -----------     ----------
<S>                                                       <C>            <C>
Revenues.............................................     $542,800       $493,518
                                                          ========       ========

Loss from continuing operations......................     ($41,647)      ($58,718)
                                                          ========       ========

Net income (loss)....................................      $28,766       ($66,078)
                                                          ========       ========
</TABLE>

     Turnersville System Acquisition
     In January  1997,  the Company  acquired a cable  communications  system in
     Turnersville, New Jersey which served approximately 37,000 subscribers from
     Cable TV Fund 14-A,  Ltd.,  an affiliate  of Jones  Intercable,  Inc.,  for
     approximately  $84.5  million.  The Company  accounted for the  acquisition
     under the purchase  method.  As such,  the operating  results of the system
     have been  included in the Company's  consolidated  statement of operations
     since the  acquisition  date.  The  acquisition  was funded  primarily with
     borrowings under a bank credit facility.

     Asset Disposition
     In October 1997,  Lenfest MCN, Inc. and Lenfest MCN Delmarva  Associates LP
     (together,  "MCN"),  each a wholly owned  subsidiary  of the Company,  sold
     substantially  all  of  their  assets,  and  Suburban  Cable  TV  Co.  Inc.
     ("Suburban"),  Lenfest  Atlantic,  Inc. and Lenfest New Castle  County sold
     certain of their towers for $70.3 million. The Company recognized a gain on
     the sale of $32.3 million,  net of income tax expense. The sale represented
     the  disposition  of the  major  segment  of the  Company's  tower  rental,
     microwave service, video, voice and data service businesses. The results of
     operations  of these  businesses  have  been  presented  as a  discontinued
     operation in  accordance  with APB 30. During the  year-ended  December 31,
     1997, the Company  recognized income from  discontinued  operations of $1.5
     million.

4.   MARKETABLE SECURITIES AND INVESTMENTS, PRINCIPALLY IN AFFILIATES

<TABLE>
<CAPTION>
                                                            1999            1998
                                                          --------        -------
<S>                                                        <C>            <C>
Equity method..........................................    $25,961        $37,235
Fair value method......................................    159,006         18,854
Cost method............................................     10,410         10,410
                                                          --------        -------
     Total.............................................   $195,377        $66,499
                                                          ========        =======
</TABLE>

     Equity Method
     The Company, through several subsidiaries,  owns non-controlling  interests
     in several general  partnerships  and  corporations.  Any subsidiary of the
     Company  that is a general  partner is liable,  as a matter of  partnership
     law,  for all  debts of such  partnership.  Losses  in  excess  of  amounts
     recorded as  investments on the Company's  consolidated  balance sheet have
     been offset  against  loans and advances to these  affiliates to the extent
     they exist.

                                     - 25 -
<PAGE>
LENFEST COMMUNICATIONS, INC. AND SUBSIDIARIES

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


     Garden State Cablevision, L.P.
     The Company,  through its  subsidiary,  Lenfest  Jersey,  Inc.,  owns a 10%
     general partnership  interest and a 40% limited partnership in Garden State
     Cablevision L.P.  ("Garden State"),  a cable company serving  approximately
     216,000  subscribers  in southern New Jersey as of December  31, 1999.  The
     Company is allocated a total of 50% of Garden State's income or losses.  In
     addition,  the Company is required to make up its partner capital  deficits
     upon the  termination  or  liquidation  of the  Garden  State  partnership.
     Because of the  requirement  to make up  capital  deficits,  the  Company's
     consolidated  balance sheet reflects equity in accumulated  losses,  net of
     related  receivable,  in excess of the  investments  in Garden State in the
     amount of $67.3 million and $73.4 million as of December 31, 1999 and 1998,
     respectively.

     Videopole
     Videopole's financial statements are prepared in accordance with accounting
     principles  generally  accepted in France ("French GAAP").  U.S.  generally
     accepted accounting  principles ("U.S. GAAP") differ in certain significant
     respects  from French  GAAP  applied by  Videopole.  During the years ended
     December  31,  1998 and 1997,  the  Company  recorded  its equity  share of
     Videopole's  operating results  calculated in accordance with U.S. GAAP. In
     1999, the Company no longer accounted for its investment in Videopole under
     the equity method (see Note 3).

     Radius
     In January 1997, the Company, through its subsidiary,  Lenfest Philadelphia
     Interconnect, Inc., entered into a partnership with a subsidiary of Comcast
     for the purpose of  representing  regional and national  cable  advertising
     sales  in  the  Greater  Philadelphia  market.  Under  the  agreement,  the
     percentage  interests  of the  partners is  determined  on the basis of the
     number of cable  customers  of the Company  and  Comcast in the  designated
     market area at the  beginning  of the year.  For 1999,  1998 and 1997,  the
     Company's  partnership  interest  was 70%, 71% and 72%,  respectively.  The
     partners  have equal  representation  on the Executive  Committee.  Lenfest
     Advertising,  Inc. d/b/a Radius Communications  ("Radius"),  a wholly owned
     subsidiary of the Company, has been the managing partner of the partnership
     since inception. In addition to its management activities, Radius continues
     to provide local cable  advertising sales and insertion for the Company and
     sixteen other cable television system operators.


                                     - 26 -
<PAGE>
LENFEST COMMUNICATIONS, INC. AND SUBSIDIARIES

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

     Summarized financial  information for the Company's equity method investees
     for the  years  ended  December  31,  1999,  1998 and 1997,  is as  follows
     (dollars in thousands).

<TABLE>
<CAPTION>
                                                        Garden
                                                         State           Other        Combined
                                                         -----           -----        --------
<S>                                                     <C>             <C>            <C>
Year Ended December 31, 1999:

   Combined Results of Operations
     Revenues, net.................................     $122,174        $105,124       $227,298
     Operating, selling, general and
       administrative expenses.....................       54,944          71,267        126,211
     Depreciation and amortization.................       29,703          20,650         50,353
     Operating income..............................       37,527          13,207         50,734
     Net income (loss) (a).........................       18,870            (338)        18,532

   Company's Equity in Net Income (Loss)
     Equity in current period net income (loss)....      $13,463         ($2,044)       $11,419
     Amortization expense..........................       (1,178)         (2,758)        (3,936)
                                                     -----------     -----------    -----------
       Total equity in net income (loss)...........      $12,285         ($4,802)        $7,483
                                                     ===========     ===========    ===========

Year Ended December 31, 1998:

   Combined Results of Operations
     Revenues, net.................................     $114,129        $154,861       $268,990
     Operating, selling, general and
       administrative expenses.....................       53,482         107,436        160,918
     Depreciation and amortization.................       30,042          35,091         65,133
     Operating income..............................       30,605          12,334         42,939
     Net income (loss) (a).........................        8,814         (10,512)        (1,698)

   Company's Equity in Net Income (Loss)
     Equity in current period net income (loss)....       $7,830         ($6,741)        $1,089
     Amortization expense..........................       (1,178)         (3,775)        (4,953)
                                                     -----------     -----------    -----------
       Total equity in net income (loss)...........       $6,652        ($10,516)       ($3,864)
                                                     ===========     ===========    ===========

                                                        Garden
                                                         State           Other        Combined
                                                         -----           -----        --------
Year Ended December 31, 1997:

   Combined Results of Operations
     Revenues, net.................................     $109,126        $156,405       $265,531
     Operating, selling, general and
       administrative expenses.....................       52,450         120,782        173,232
     Depreciation and amortization.................       44,698          32,357         77,055
     Operating income..............................       11,978           3,266         15,244
     Net loss (a)..................................      (10,809)         (5,453)       (16,262)

   Company's Equity in Net Income (Loss)
     Equity in current period net loss.............      ($2,162)          ($219)       ($2,381)
     Amortization expense..........................       (1,178)         (3,775)        (4,953)
                                                     -----------     -----------    -----------
       Total equity in net loss....................      ($3,340)        ($3,994)       ($7,334)
                                                     ===========     ===========    ===========
</TABLE>

                                     - 27 -
<PAGE>
LENFEST COMMUNICATIONS, INC. AND SUBSIDIARIES

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


<TABLE>
<CAPTION>
                                                                         Garden
Combined Financial Position                              State            Other          Total
---------------------------                              -----            -----          -----
<S>                                                      <C>             <C>            <C>
As of December 31, 1999:
   Current assets..................................      $14,278         $21,545        $35,823
   Noncurrent assets...............................      163,161         179,021        342,182
   Current liabilities.............................       28,424          27,666         56,090
   Noncurrent liabilities..........................      328,911         156,655        485,566

As of December 31, 1998:
   Current assets..................................      $15,064         $36,547        $51,611
   Noncurrent assets...............................      136,528         296,054        432,582
   Current liabilities.............................       16,151          43,961         60,112
   Noncurrent liabilities..........................      319,703         337,995        657,698
<FN>
---------
(a)  Net  loss  also   represents  loss  from   continuing   operations   before
     extraordinary   items  and  cumulative  effect  of  changes  in  accounting
     principles.
</FN>
</TABLE>

     The Company's recorded  investments  exceed its proportionate  interests in
     the book value of the investees' net assets by $31.1 million as of December
     31, 1999.  Such excess is being  amortized to equity in net income or loss,
     primarily over a period of 15 years, which is consistent with the estimated
     lives of the underlying assets.

     Fair Value Method
     All of the Company's  marketable  securities are considered to be available
     for sale.  Net realized  gains from the sales of  marketable  securities of
     $11.8  million,  $3.8 million and $0.5 million for the years ended December
     31, 1999, 1998 and 1997, respectively,  are included in other income in the
     Company's consolidated statement of operations. The specific identification
     method is used to determine the cost of each security at the time of sale.

     Liberty Digital, Inc.
     The Company, through its subsidiaries,  StarNet, Inc. ("StarNet"),  StarNet
     Interactive  Entertainment,  Inc. and Suburban owned a total of 7.1 million
     shares of The Box  Worldwide,  Inc.  ("The  Box").  The Company  previously
     accounted  for its  investment  in The Box  under  the  equity  method.  In
     December  1997,  The Box merged with a subsidiary of TCI Music,  Inc. ("TCI
     Music") and the Company's  shares of The Box were  converted into rights to
     receive 501,290 shares of TCI Music preferred stock. In September 1999, TCI
     Music changed its name to Liberty Digital,  Inc. ("Liberty  Digital").  The
     Company's  investment  in Liberty  Digital is accounted for as an available
     for sale security and is included in marketable securities in the Company's
     consolidated  balance sheet. The Company's cost basis in Liberty Digital is
     approximately $11.3 million.  The fair value of the Company's investment in
     Liberty Digital as of December 31, 1999 and 1998 was  approximately  $111.7
     million and $7.4 million, respectively.

     Adelphia Business Solutions, Inc.
     In February 1998, the Company's wholly owned subsidiary, Lenfest Telephony,
     Inc.,   exchanged  its  50%  general   partnership   interest  in  Hyperion
     Telecommunications  of Harrisburg  ("HTH") for a warrant to acquire 731,624
     shares  (the   effective   number  of  shares   after  a  stock  split)  or
     approximately    2%   of   the   Class   A   Common   Stock   of   Hyperion
     Telecommunications,  Inc.  ("Hyperion"),  the other 50% general  partner in
     HTH. The value of the warrant was estimated to be $11.7  million,  based on
     the initial public  offering of the Class A Common Stock of Hyperion in May
     1998.  The warrant was  exercised in May 1998 and the Company  recognized a
     gain of $11.5  million,  representing  the  excess of the fair value of the
     partnership   interest  over  its  book  value,  to  other  income  in  its
     consolidated statement of operations. In October 1999, Hyperion changed its
     name to Adelphia Business Solutions,  Inc. ("Adelphia").  The fair value of
     the  Company's  investment in Adelphia as of December 31, 1999 and 1998 was
     approximately $35.1 million and $11.1 million, respectively.

                                     - 28 -
<PAGE>
LENFEST COMMUNICATIONS, INC. AND SUBSIDIARIES

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


     Cost Method
     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 a lack of quoted market prices and excessive costs involved
     in determining such fair value.

5.     NOTES PAYABLE

<TABLE>
<CAPTION>
                                                                                  1999            1998
                                                                               -----------     -----------
                                                                                 (Dollars in thousands)
<S>                                                                               <C>              <C>
Bank credit facility.......................................................       $205,000         $15,000
8-3/8% Senior notes, due 2005..............................................        689,611         688,284
7-5/8% Senior notes, due 2008..............................................        148,506         148,377
10-1/2% Senior subordinated notes, due 2006................................        294,794         294,259
8-1/4% Senior subordinated notes, due 2008.................................        148,359         148,221
Obligations under capital leases and other.................................          5,282           2,412
                                                                                ----------      ----------
                                                                                $1,491,552      $1,296,553
                                                                                ==========      ==========
</TABLE>

     Scheduled  maturities of notes payable and obligations under capital leases
     as of  December  31,  1999 for the five  years  after  1999 are as  follows
     (dollars in thousands):


          2000.............................................    $1,188
          2001 ............................................       834
          2002 ............................................       298
          2003 ............................................       319
          2004.............................................    61,342

     Bank Credit Facility
     During the three  months  ended  March 31,  2000,  the  Company  repaid the
     remaining  outstanding  balance using proceeds from an advance from Comcast
     and terminated the bank credit  facility.  In connection with the repayment
     and  termination  of  the  bank  credit  facility,   the  Company  expensed
     unamortized  debt  issues  costs  of $1.5  million,  which  resulted  in an
     extraordinary loss, net of tax, of $0.9 million.

     Senior Notes and Senior Subordinated Notes
     Interest on the 8-3/8% Senior Notes,  due 2005 and the 7-5/8% Senior Notes,
     due 2008 (together, the "Senior Notes") is payable semiannually. The 8-3/8%
     Senior Notes are  redeemable  only upon  maturity on November 1, 2005.  The
     7-5/8% Senior Notes are redeemable only upon maturity on February 15, 2008.
     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.

     Interest on the 8-1/4% Senior  Subordinated Notes, due 2008 and the 10-1/2%
     Senior  Subordinated  Notes, due 2006 (together,  the "Senior  Subordinated
     Notes") is payable  semiannually.  The 8-1/4% Senior Subordinated Notes are
     redeemable,  in whole or in part,  at the option of the  Company  beginning
     February 15, 2003.  The 10-1/2%  Senior  Subordinated  Notes are redeemable
     only upon  maturity on June 15,  2006.  The Senior  Subordinated  Notes are
     general  unsecured  obligations  of the  Company  subordinated  in right of
     payment to all present and future senior indebtedness of the Company.

                                     - 29 -
<PAGE>
LENFEST COMMUNICATIONS, INC. AND SUBSIDIARIES

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


     The indentures for the Senior Notes and Senior  Subordinated  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.

     Redemption of Debt
     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  $11.4  million,   resulting  in
     extraordinary  losses,  net of tax, of $7.4  million  during the year ended
     December 31, 1998.

     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 0.5%
         Federal Funds rate plus 0.5% to 1.0%; and
         LIBOR plus 0.625% to 1.50%

     As of December 31, 1999 and 1998, the Company's  effective weighted average
     interest  rate on its  notes  payable  outstanding  was  8.52%  and  8.74%,
     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 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.

     The following table summarizes the terms of the Company's existing Swaps as
     of December 31, 1999 (dollars in millions):
<TABLE>
<CAPTION>
                                                         Notional                         Average       Estimated
                                                          Amount      Maturities       Interest Rate   Fair Value
                                                          ------      ----------       -------------   ----------
<S>                                                         <C>          <C>               <C>           <C>
     Fixed to Variable Swaps.........................       $150.0       2008              7.9%          ($6.4)
</TABLE>

     The  notional  amounts of interest  rate  instruments,  as presented in the
     above table, are used to measure interest to be paid or received and do not
     represent the amount of exposure to credit loss.  The estimated  fair value
     approximates  the  proceeds  (costs) to settle the  outstanding  contracts.
     While Swaps 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.

     On October  31,  1997,  the  Company  terminated  four  interest  rate swap
     agreements and received $8.8 million in consideration of early termination.
     The Company has recorded the gain as deferred gain on  terminated  interest
     swaps on its  consolidated  balance sheet and is  amortizing  the gain as a
     reduction to interest  expense through June 15, 2006, which is the maturity
     date of the fixed rate debt obligation.

                                     - 30 -
<PAGE>
LENFEST COMMUNICATIONS, INC. AND SUBSIDIARIES

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


     Estimated Fair Value
     The Company's notes payable had estimated fair values of $1.560 billion and
     $1.432  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
     The  loan  agreements  associated  with the bank  credit  facility  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.  In  addition,  the stock of certain
     subsidiary  companies  is pledged  as  collateral  for  unused  irrevocable
     standby letters of credit on behalf of affiliates.

     Lines and Letters of Credit
     As of December 31, 1999,  amounts available under the Company's bank credit
     facility totaled $95.0 million.

6.   RELATED PARTY TRANSACTIONS

     Garden State
     Under a consulting  agreement,  the Company advises Garden State on various
     operational  and  financial  matters for a  consulting  fee of 3% of Garden
     State's  gross  revenues.  Garden State also  obtains its cable  television
     programming from Satellite  Services,  Inc. ("SSI"),  an affiliate of AT&T,
     through the Company.  The  programming  services are at a rate which is not
     more than Garden  State  could  obtain  independently.  For the years ended
     December 31, 1999, 1998 and 1997, the total programming  obtained by Garden
     State through the Company was  approximately  $19.1 million,  $17.9 million
     and $14.7 million, respectively.

     Satellite Services, Inc.
     The Company is party to an  agreement  whereby SSI provides  certain  cable
     television   programming  to  the  Company  and  its  unconsolidated  cable
     television affiliates with programming services at a rate which is not more
     than the Company could obtain  independently.  For the years ended December
     31, 1999, 1998 and 1997, the Company incurred programming expenses of $82.1
     million,  $70.5  million  and  $62.9  million,  respectively,   under  this
     agreement.

     StarNet
     The Company,  through its  subsidiaries,  StarNet and StarNet  Development,
     Inc., generates revenue from cross channel tune-in promotional services for
     cable  television and equipment  sales to affiliates of AT&T. For the years
     ended December 31, 1999, 1998 and 1997, the Company has generated  revenues
     of  $0.5  million,  $0.9  million  and  $1.9  million,  respectively,  from
     affiliates of AT&T.

     H.F. Lenfest
     Subsidiaries  of the Company had entered  into three  leases for office and
     warehouse  space  from H.F.  Lenfest,  who,  together  with  members of his
     family,  is the owner of 50% of the  Company's  common stock as of December
     31, 1999, and his wife. The leases were classified as capital  leases.  The
     Company  made total  payments to H.F.  Lenfest  and his wife for  buildings
     under capitalized leases of $0.4 million and $0.6 million in 1998 and 1997,
     respectively. In September 1998, the Company purchased the three properties
     from H.F. Lenfest and his wife for an aggregate price of approximately $6.0
     million.  The purchase price for each of the properties was determined as a
     result of an independent appraisal.

                                     - 31 -
<PAGE>
LENFEST COMMUNICATIONS, INC. AND SUBSIDIARIES

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


     TelVue Corporation
     The  Company   incurred   pay-per-view   order  placement  fees  to  TelVue
     Corporation,  an affiliate of H.F. Lenfest,  of $0.4 million,  $0.4 million
     and $0.5  million for the years ended  December  31,  1999,  1998 and 1997,
     respectively.

7.   INCOME TAXES

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

<TABLE>
<CAPTION>
                                                           Year Ended December 31,
                                                       1999         1998         1997
                                                     ---------    ---------    ---------
<S>                                                    <C>           <C>         <C>
Current
     Federal                                           $13,043    $              $15,013
     State                                                           (1,315)        (265)
                                                     ---------    ---------    ---------
                                                        13,043       (1,315)      14,748
                                                     ---------    ---------    ---------
Deferred
     Federal                                             2,777        4,281       21,945
     State                                                 680          174         (514)
                                                     ---------    ---------    ---------
                                                         3,457        4,455       21,431
                                                     ---------    ---------    ---------

                                                       $16,500       $3,140      $36,179
                                                     =========    =========    =========
</TABLE>

     The  current  tax  benefit  from  continuing  operations  for 1999 and 1997
     represents  tax savings  resulting  from  utilization  of current losses to
     eliminate the tax expense  incurred  related to the current income and gain
     from discontinued operations.


                                     - 32 -
<PAGE>
LENFEST COMMUNICATIONS, INC. AND SUBSIDIARIES

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


     The  categories  of  temporary  differences  that give rise to deferred tax
     assets and liabilities are as follows:

<TABLE>
<CAPTION>
                                                                 Federal                    State
                                                          ----------------------    ----------------------
                                                            1999         1998          1999        1998
                                                          ---------    ---------    ----------   ---------
                                                                       (Dollars in thousands)
<S>                                                       <C>          <C>             <C>         <C>
Deferred Tax Assets:
     Allowance for doubtful accounts....................     $1,615       $1,143          $478        $338
     Net operating loss carryforward....................    139,697      152,382
     Investments in affiliates, principally
       due to differences in taxable income.............                   7,091                       556
     Investments and other tax credits..................        510          871           249         249
     Valuation allowance................................    (46,977)     (46,977)
                                                          ---------    ---------    ----------   ---------
                                                             94,845      114,510           727       1,143
                                                          =========    =========    ==========   =========

Deferred Tax Liabilities:
     Property and equipment, principally
       due to differences in depreciation...............    (24,751)     (22,628)       (7,606)     (6,953)
     Property and equipment and intangible
       assets arising from purchase
       accounting adjustments...........................    (37,498)     (11,456)       (3,207)     (3,596)
     Investments in affiliates..........................     (1,763)
     Unrealized gain on marketable securities...........    (44,047)         (55)
                                                          ---------    ---------    ----------   ---------
                                                           (108,059)     (34,139)      (10,813)    (10,549)
                                                          ---------    ---------    ----------   ---------

              Net deferred tax asset (liability)........   ($13,214)     $80,371      ($10,086)    ($9,406)
                                                          =========    =========    ==========   =========
</TABLE>

     The effective  income tax benefit of the Company differs from the statutory
     amount because of the effect of the following items:

<TABLE>
<CAPTION>
                                                                             Year Ended December 31,
                                                                         1999          1998        1997
                                                                       ---------     ---------   ---------
                                                                             (Dollars in thousands)
<S>                                                                      <C>           <C>         <C>
Federal income tax benefit at statutory rates.....................       $17,794       $17,296     $35,265
Nondeductible amortization of goodwill and
     other intangibles............................................          (949)         (949)       (949)
Increase in valuation allowance...................................                     (15,838)
Provision for state income taxes, net of
     Federal income tax benefit...................................           442          (741)       (506)
Other.............................................................          (787)        3,372       2,369
                                                                       ---------     ---------   ---------
                                                                         $16,500        $3,140     $36,179
                                                                       =========     =========   =========
</TABLE>

     The Company has a net operating loss  carryforward  of  approximately  $370
     million on a tax reporting basis which expire  primarily in periods through
     2018.

8.   STATEMENT OF CASH FLOWS - SUPPLEMENTAL INFORMATION

     The Company  made cash  payments  for  interest of $117.9  million,  $112.7
     million and $120.6 million in 1999, 1998 and 1997, respectively.

                                     - 33 -
<PAGE>
LENFEST COMMUNICATIONS, INC. AND SUBSIDIARIES

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

     The Company  made cash  payments  for income taxes of $0.2 million and $1.5
     million in 1999 and 1997, respectively.

9.   COMMITMENTS AND CONTINGENCIES

     Commitments
     Minimum  annual rental  commitments  for office space and  equipment  under
     non-cancelable operating leases are as follows (dollars in thousands):



                  2000.....................................    $3,680
                  2001.....................................     2,348
                  2002.....................................       873
                  2003.....................................       843
                  2004.....................................       616

     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 $9.0 million,  $8.5 million and
     $8.1  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.

     On January 20, 1995,  an  individual  (the  "Plaintiff")  filed suit in the
     Federal Court of Australia,  New South Wales District  Registry against the
     Company and several  other  entities  and  individuals  (the  "Defendants")
     including H.F.  Lenfest,  involved in the acquisition of a company of which
     the Plaintiff was the controlling shareholder, the assets of which included
     the right to acquire  Satellite  License B from the Australian  government.
     The Plaintiff  alleged that the Defendants  defrauded him by making certain
     representations  to him in connection  with the  acquisition of his company
     and claims total damages of A$718 million  (approximately U.S. $440 million
     as of December 31,  1998).  The Plaintiff  also alleged that  Australis and
     H.F.  Lenfest owed to him a fiduciary  duty and that both parties  breached
     this duty. The  Defendants  have denied all claims made against them by the
     Plaintiff  and stated their  belief that the  Plaintiff's  allegations  are
     without merit. The trial in this action began on February 2, 1998 and ended
     on September 30, 1998. In December 1999, the Plaintiff's case was dismissed
     by order of the court.

     LCI Holdings reached a tentative  agreement with a state regulatory  agency
     to certain resolve  outstanding rate disputes.  The Company has established
     reserves during the fourth quarter of 1999 to satisfy potential liabilities
     arising from this proposed settlement.

                                     - 34 -
<PAGE>

ITEM 9.   CHANGES 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.



                                     - 35 -

<PAGE>
                                     PART IV

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

     (a)  The   following   consolidated   financial   statements   of   Lenfest
          Communications, Inc. are included in Part II, Item 8:

          Report of Independent Certified Public Accountants................16
          Consolidated Balance Sheet - December 31, 1999 and 1998...........17
          Consolidated Statement of Operations -
              Years Ended December 31, 1999, 1998 and 1997..................18
          Consolidated Statement of Cash Flows -
              Years Ended December 31, 1999, 1998 and 1997..................19
          Consolidated Statement of Changes in Stockholders' Deficiency -
              Years Ended December 31, 1999, 1998 and 1997..................20
          Notes to Consolidated Financial Statements........................21

     (b)  (i)  The following Independent Certified Public Accountants' Report on
               Schedule and  Financial  Statement  Schedule are included in Part
               IV:

               Report of Independent Certified Public Accountants on Schedule
               Schedule II -- Valuation and Qualifying Accounts

     (c)  Report on Form 8-K

          (i)  Lenfest  Communications  filed a Current Report on Form 8-K under
               Item 5 on December  3, 1999  relating  to the  definitive  merger
               agreement  among  Comcast  Corporation,  Lenfest  Communications,
               Inc., and Comcast LCI Holdings, Inc. and the Lenfest Stockholders
               named therein.

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


     2.1    Amended and Restated Asset Exchange  Agreement,  dated  September 8,
            1995,  between  LenComm,  Inc. and Lenfest  West,  Inc. and Heritage
            Cablevision of Delaware,  Inc. (incorporated by reference to Lenfest
            Communications,  Inc.'s  Registration  Statement  on Form  S-1,  No.
            33-96804,   declared   effective  by  the  Securities  and  Exchange
            Commission on November 8, 1995).

     2.2    Asset  Purchase  Agreement,  dated as of May 9, 1995, by and between
            TCI  Communications  Inc. and Sammons  Communications of New Jersey,
            Inc., Oxford Valley  Cablevision,  Inc.,  Sammons  Communications of
            Pennsylvania,  Inc., NTV Realty,  Inc., Capital  Telecommunications,
            Inc. and AC Communications,  Inc.  (confidential  portions have been
            omitted   pursuant  to  Rule  406  and  filed  separately  with  the
            Commission)  (incorporated  by reference to Lenfest  Communications,
            Inc.'s  Registration  Statement on Form S-1, No. 33-96804,  declared
            effective by the Securities  and Exchange  Commission on November 8,
            1995).

     2.3    Assignment and Assumption Agreement, dated as of June 1, 1995, among
            TCI  Communications,   Inc.,  TKR  Cable  Company  and  the  Company
            (incorporated  by  reference  to  Lenfest   Communications,   Inc.'s
            Registration Statement on Form S-1, No. 33-96804, declared effective
            by the Securities and Exchange Commission on November 8, 1995).

     2.4    Asset  Purchase  Agreement,  dated as of September  7, 1995,  by and
            between  Lenfest  Atlantic,  Inc. and  Tri-County  Cable  Television
            Company (incorporated by reference to Lenfest Communications, Inc.'s
            Registration Statement on Form S-1, No. 33-96804, declared effective
            by the Securities and Exchange Commission on November 8, 1995).

     2.5    Letter  Agreement,  dated July 13, 1995,  between  Suburban Cable TV
            Co., Inc.,  and Service  Electric  Cable TV, Inc.  (incorporated  by
            reference to Lenfest Communications, Inc.'s Registration Statement

                                     - 36 -
<PAGE>
            on  Form S-1,  No.  33-96804,  declared  effective by the Securities
            and Exchange Commission on November 8, 1995).

     2.6    Letter Agreement,  dated August 11, 1995,  between Suburban Cable TV
            Co., Inc., and Service Electric Cablevision,  Inc.  (incorporated by
            reference to Lenfest  Communications,  Inc.'s Registration Statement
            on Form S-1, No. 33-96804,  declared effective by the Securities and
            Exchange Commission on November 8, 1995).

     2.7    Assignment and Assumption Agreement,  dated as of February 16, 1996,
            by and between  Heritage  Cablevision of Delaware,  Inc. and Lenfest
            New Castle County, a Delaware general  partnership  (incorporated by
            reference  to  Lenfest  Communications,  Inc.'s  Report on Form 8-K,
            dated February 26, 1996).

     2.8    Bill of Sale,  Assignment and  Assumption  and Release,  dated as of
            February 16, 1996, by and among Lenfest New Castle County,  Heritage
            Cablevision of Delaware, Inc. and The World Company (incorporated by
            reference  to  Lenfest  Communications,  Inc.'s  Report on Form 8-K,
            dated February 26, 1996).

     2.9    Asset  Purchase  Agreement,  dated March 28, 1996,  between Cable TV
            Fund  14-A,  Ltd.  and  Lenfest  Atlantic,   Inc.  (incorporated  by
            reference to Lenfest Communications, Inc.'s Report on Form 10-K, for
            the year ended December 31, 1995).

     2.10   Stock  Purchase  Agreement,  dated  as of  January  25,  1999 by and
            between each of the  stockholders of Raystay Co. and Lenfest Raystay
            Holdings, Inc. (incorporated by reference to Lenfest Communications,
            Inc.'s  Report on Form 10-Q,  for the quarter  ended  September  30,
            1999).

     3.1    Certificate of Incorporation of Comcast LCI Holdings, Inc.

     3.2    Bylaws of Comcast LCI Holdings, Inc.

     4.1    Form of  $700,000,000 8 3/8% Senior Note due 2005  (incorporated  by
            reference to Lenfest  Communications,  Inc.'s Registration Statement
            on Form S-1, No. 33-96804,  declared effective by the Securities and
            Exchange Commission on November 8, 1995).

     4.2    Indenture between Lenfest  Communications,  Inc. and The Bank of New
            York,  dated as of November 1, 1995  (incorporated  by  reference to
            Lenfest Communications,  Inc.'s Report on Form 10-Q, for the quarter
            ended September 30, 1995).

     4.3    Indenture,   dated   as  of   June   15,   1996,   between   Lenfest
            Communications,  Inc.  and The  Bank of New  York  (incorporated  by
            reference to Lenfest  Communications,  Inc.'s Registration Statement
            on Form S-4, No. 333-09631, dated August 6, 1996).

     4.4    Form of  Certificated  Note,  dated June 27, 1996,  between  Lenfest
            Communications,  Inc. and Salomon  Brothers Inc. (in accordance with
            Item  601  of  Regulation   S-K  similar   notes   between   Lenfest
            Communications,  Inc. and Salomon  Brothers Inc. have not been filed
            because they are  identical  in all  material  respects to the filed
            exhibit)  (incorporated  by  reference  to  Lenfest  Communications,
            Inc.'s  Registration  Statement  on Form S-4,  No.  333-09631,  date
            August 6, 1996).

     4.5    Form of 10 1/2% Senior  Subordinated  Note,  dated June 27, 1996, in
            the  principal  sum of  $296,700,000  (incorporated  by reference to
            Lenfest  Communications,  Inc.'s Registration Statement on Form S-4,
            No. 333-09631, dated August 6, 1996).

     4.6    Registration  Agreement,  dated as of June 20, 1996, between Lenfest
            Communications,  Inc. and Salomon  Brothers Inc.,  Toronto  Dominion
            Securities   (USA)  Inc.,  CIBC  Wood  Gundy  Securities  Corp.  and
            NationsBanc  Capital  Markets,  Inc.  (incorporated  by reference to
            Lenfest  Communications,  Inc.'s Registration Statement on Form S-4,
            No. 333-09631, dated August 6, 1996).

     4.7    Registration  Agreement,  dated  January 30, 1998,  between  Lenfest
            Communications,   Inc.,   Salomon   Brothers  Inc.  and  NationsBanc
            Montgomery  Securities  LLC  (incorporated  by  reference to Lenfest
            Communications,  Inc.'s  Report  on Form  10-K,  for the year  ended
            December 31, 1997).

     4.8    Indenture,   dated  as  of   February  5,  1998,   between   Lenfest
            Communications, Inc. and The Bank of New

                                     - 37 -
<PAGE>
            York  relating  to the  $150,000,000  7 5/8%  Senior  Notes due 2008
            (incorporated by reference to Lenfest Communications,  Inc.'s Report
            on Form 10-K, for the year ended December 31, 1997).

     4.9    Form of  $150,000,000  7 5/8% Senior  Notes due 2008 (in  accordance
            with Item 601 of  Regulation  S-K  similar  notes  between  the same
            parties,  which reference CUSIP No. 526055 AF 5 and CUSIP No. U52547
            AA 1 have not been filed  because they are identical in all material
            respects  to the filed  exhibit)(incorporated  by  reference  to the
            Company's Report on Form 10-K for the year ended December 31, 1997).

     4.10   Indenture,   dated  as  of   February  5,  1998,   between   Lenfest
            Communications,  Inc.  and The  Bank  of New  York  relating  to the
            $150,000,000 8 1/4% Senior Subordinated Notes due 2008 (incorporated
            by reference to Lenfest Communications,  Inc.'s Report on Form 10-K,
            for the year ended December 31, 1997).

     4.11   Form of  $150,000,000  8 1/4%  Senior  Subordinated  Notes  due 2008
            (incorporated by reference to Lenfest Communications,  Inc.'s Report
            on Form 10-K,  dated March 27, 1998, for the year ended December 31,
            1997) (in  accordance  with Item 601 of Regulation S-K similar notes
            between the same parties which  reference  CUSIP No. U52547 AB 9 and
            CUSIP No. 526055 AH 1 have not been filed because they are identical
            in all material respects to the filed exhibit.)

     10.1   Programming  Supply  Agreement,  effective as of September 30, 1986,
            between Satellite Services,  Inc. and Lenfest  Communications,  Inc.
            (confidential  portions  have been omitted  pursuant to Rule 406 and
            filed separately with the Commission)  (incorporated by reference to
            Lenfest  Communications,  Inc.'s Registration Statement on Form S-1,
            No.  33-96804,  declared  effective by the  Securities  and Exchange
            Commission on November 8, 1995).

     10.2   Supplemental Agreement,  dated December 15, 1981, by and between TCI
            Growth,   Inc.,  H.F.  Lenfest,   Marguerite   Lenfest  and  Lenfest
            Communications,  Inc. and Joinder Agreement executed by LMC Lenfest,
            Inc.  (incorporated by reference to Lenfest  Communications,  Inc.'s
            Registration Statement on Form S-1, No. 33-96804, declared effective
            by the Securities and Exchange Commission on November 8, 1995).

     10.3   Amendment  to  Supplemental  Agreement,  dated May 4,  1984  between
            Lenfest  Communications,  Inc. and TCI Growth, Inc. (incorporated by
            reference to Lenfest  Communications,  Inc.'s Registration Statement
            on Form S-1, No. 33-96804,  declared effective by the Securities and
            Exchange Commission on November 8, 1995).

     10.4   Agreement,  dated July 1, 1990, between H.F. Lenfest,  Marguerite B.
            Lenfest,  Diane A. Lenfest,  H. Chase Lenfest,  Brook J. Lenfest and
            the Lenfest Foundation, Tele-Communications,  Inc. and Liberty Media
            Corporation  (incorporated  by reference to Lenfest  Communications,
            Inc.'s  Registration  Statement on Form S-1, No. 33-96804,  declared
            effective by the Securities  and Exchange  Commission on November 8,
            1995).

     10.5   Agreement  and Consent,  dated as of November 1, 1990,  by and among
            TCI Development Corporation,  TCI Holdings, Inc., TCI Liberty, Inc.,
            Liberty Cable, Inc., H.F. Lenfest,  Marguerite B. Lenfest,  H. Chase
            Lenfest,   Brook  J.   Lenfest,   Diane  A.   Lenfest   and  Lenfest
            Communications,   Inc.   (incorporated   by   reference  to  Lenfest
            Communications,  Inc.'s  Registration  Statement  on Form  S-1,  No.
            33-96804,   declared   effective  by  the  Securities  and  Exchange
            Commission on November 8, 1995).

     10.6   Letter Agreement, dated as of December 18, 1991, among Liberty Media
            Corporation,  Lenfest  Communications,  Inc., Marguerite B. Lenfest,
            Diane A. Lenfest, H. Chase Lenfest, Brook J. Lenfest and the Lenfest
            Foundation  (incorporated  by reference  to Lenfest  Communications,
            Inc.'s  Registration  Statement on Form S-1, No. 33-96804,  declared
            effective by the Securities  and Exchange  Commission on November 8,
            1995).

     10.7   Irrevocable Proxies of H. Chase Lenfest,  Diane A. Lenfest and Brook
            J. Lenfest,  each dated March 30, 1990 (incorporated by reference to
            Lenfest  Communications,  Inc.'s Registration Statement on Form S-1,
            No.  33-96804,  declared  effective by the  Securities  and Exchange
            Commission on November 8, 1995).

                                     - 38 -
<PAGE>
     10.8   Partnership Agreement of L-TCI Associates, dated April 1993, between
            Lenfest  International,  Inc. and UA-France,  Inc.  (incorporated by
            reference to Lenfest  Communications,  Inc.'s Registration Statement
            on Form S-1, No. 33-96804,  declared effective by the Securities and
            Exchange Commission on November 8, 1995).

     10.9   Stock Pledge  Agreement,  dated May 28, 1993,  between Lenfest York,
            Inc. and CoreStates Bank, N.A., as Collateral Agent (incorporated by
            reference to Lenfest  Communications,  Inc.'s Registration Statement
            on Form S-1, No. 33-96804,  declared effective by the Securities and
            Exchange Commission on November 8, 1995).

     10.11  Pledge  Agreement,  dated July 29,  1994,  between  Lenfest  Raystay
            Holdings,  Inc.  and  Farmers  Trust  Company  as  Collateral  Agent
            (incorporated  by  reference  to  Lenfest   Communications,   Inc.'s
            Registration Statement on Form S-1, No. 33-96804, declared effective
            by the Securities and Exchange Commission on November 8, 1995).

     10.12  Agreement, dated September 30, 1986, between Lenfest Communications,
            Inc. and Tele- Communications, Inc. (confidential portions have been
            omitted   pursuant  to  Rule  406  and  filed  separately  with  the
            Commission)  (incorporated  by reference to Lenfest  Communications,
            Inc.'s  Registration  Statement on Form S-1, No. 33-96804,  declared
            effective by the Securities  and Exchange  Commission on November 8,
            1995).

     10.13  Agreement for the Sale of Advertising on Cable Television  Stations,
            dated as of November 25, 1991 between Suburban Cable TV Co. Inc. and
            Cable  AdNet   Partners   (incorporated   by  reference  to  Lenfest
            Communications,  Inc.'s  Registration  Statement  on Form  S-1,  No.
            33-96804,   declared   effective  by  the  Securities  and  Exchange
            Commission on November 8, 1995).

     10.14  Agreement,  dated as of  February  29,  1996,  in  favor of  Lenfest
            Communications,  Inc. by H.F. Lenfest  (incorporated by reference to
            Lenfest  Communications,  Inc.'s  Report on Form 10-K,  for the year
            ended December 31, 1995).

     10.15  Sublease Agreement,  dated March 21, 1996, between Suburban Cable TV
            Co. Inc. and Surgical  Laser  Technologies,  Inc.  (incorporated  by
            reference to Lenfest Communications, Inc.'s Report on Form 10-K, for
            the year ended December 31, 1995).

     10.16  Letter,  dated  March  6,  1997,  from  H.  F.  Lenfest  to  Lenfest
            Communications,   Inc.   (incorporated   by   reference  to  Lenfest
            Communications,  Inc.'s  Report  on Form  10-K,  for the year  ended
            December 31, 1996).

     10.17  Agreements,  dated as of June 5,  1997,  between H. F.  Lenfest  and
            Lenfest Jersey, Inc., Lenfest York, Inc., Lenfest Raystay,  Inc. and
            Lenfest  MCN,  Inc.  (formerly,  MicroNet,  Inc.)  (incorporated  by
            reference to Lenfest Communications, Inc.'s Report on Form 10-Q, for
            the quarter ended June 30, 1997).

     10.18  Letter, dated March 26, 1998 (effective September 30, 1997), from H.
            F.  Lenfest  to  Lenfest   Communications,   Inc.  (incorporated  by
            reference to Lenfest Communications, Inc.'s Report on Form 10-K, for
            the year ended December 31, 1997).

     10.19  Amended and Restated Loan Agreement,  dated as August 4, 1998, among
            Lenfest  Communications,  Inc.,  a certain  Lead  Arranger,  certain
            Arranging   Agents,  a  certain   Documentation   Agent,  a  certain
            Syndication Agent, the Lenders,  and a certain  Administrative Agent
            (incorporated  by  reference  to  Lenfest   Communications,   Inc.'s
            Registration Statement on Form S-4, as amended, No. 333-51589, dated
            May 1, 1998).

     10.20  Stock Pledge  Agreement,  dated May 12, 1999,  between  Lenfest York
            Inc. and First Union National Bank, N.A. as agent  (incorporated  by
            reference to Lenfest Communications, Inc.'s Quarterly Report on Form
            10-Q, for the quarter ended September 30, 1999).

     27.    Financial Data Schedule.

                                     - 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 29, 2000.


                                           Comcast LCI Holdings, Inc.


                                           By: /s/ Brian L. Roberts
                                               ---------------------------------
                                               Brian L. Roberts
                                               President 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 29, 2000
----------------------
Ralph J. Roberts

/s/ Brian L. Roberts      President; Director (Principal          March 29, 2000
----------------------    Executive Officer)
Brian L. Roberts

/s/ Lawrence S. Smith     Executive Vice President; Director      March 29, 2000
----------------------
Lawrence S. Smith

/s/ Stanley L. Wang       Executive Vice President; Secretary;    March 29, 2000
----------------------    Director
Stanley L. Wang

/s/ John R. Alchin        Executive Vice President; Treasurer     March 29, 2000
----------------------    (Principal Financial Officer)
John R. Alchin

/s/ Lawrence J. Salva     Senior Vice President                   March 29, 2000
----------------------    (Principal Accounting Officer)
Lawrence J. Salva



                                     - 40 -

<PAGE>
REPORT OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS ON SCHEDULE





To the Board of Directors and Stockholders
Lenfest Communications, Inc.



We have audited in accordance with generally  accepted auditing  standards,  the
consolidated balance sheet of Lenfest  Communications,  Inc. and subsidiaries as
of  December  31,  1999 and 1998,  and the related  consolidated  statements  of
operations,  changes in  stockholders'  deficiency and of cash flows for each of
the years in the three-year  period ended December 31, 1999, and have issued our
report thereon dated March 27, 2000, which is included in the December 31, 1999,
annual report on Form 10-K. In connection with our audits of the  aforementioned
consolidated  financial  statements,  we  also  audited  the  related  financial
statement  Schedule II. This financial  statement schedule is the responsibility
of the Company's management. Our responsibility is to express an opinion on this
financial statement schedule based on our audits.

In our opinion,  the related financial  statement  schedule,  when considered in
relation  to the  basic  consolidated  financial  statement  taken  as a  whole,
presents fairly, in all material respects, the information set forth therein.



/s/ Pressman Ciocca Smith LLP
Hatboro, Pennsylvania
March 27, 2000



                                     - 41 -

<PAGE>
                  LENFEST COMMUNICATIONS, INC. AND SUBSIDIARIES

                 SCHEDULE II - VALUATION AND QUALIFYING ACCOUNTS

                  YEARS ENDED DECEMBER 31, 1999, 1998 AND 1997

                                 (In thousands)


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

Allowance for Doubtful Accounts

   1999.....................................            $3,603      $11,367       $9,879       $5,091

   1998.....................................             2,923        6,424        5,744        3,603

   1997.....................................             1,985        9,715        8,777        2,923



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

                                     - 42 -