UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                    FORM 10-Q
(Mark One)
(X)  Quarterly Report pursuant to Section 13 or 15(d) of the Securities Exchange
     Act of 1934 for the Quarterly Period Ended:
                                 MARCH 31, 2000
                                       OR
( )  Transition  Report  pursuant  to Section  13 or 15(d) of the  Securities
     Exchange Act of 1934 for the Transition Period from ________ to ________.

                         Commission File Number 33-96804

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

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

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

Registrant's telephone number, including area code:  (302) 594-8700
                                                --------------------------

Indicate by check mark whether the registrant (l) has filed all reports required
to be filed by Section l3 or l5(d) of the Securities Exchange Act of l934 during
the preceding  twelve months (or for such shorter period that the Registrant was
required  to file  such  reports),  and  (2) has  been  subject  to such  filing
requirements for the past 90 days.

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

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

As of March 31, 2000, there were 100 shares of Common Stock outstanding.

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

<PAGE>
                   COMCAST LCI HOLDINGS, INC. AND SUBSIDIARIES
                                    FORM 10-Q
                          QUARTER ENDED MARCH 31, 2000

                                TABLE OF CONTENTS
                                                                           Page
                                                                          Number
PART I  FINANCIAL INFORMATION

        ITEM 1 Financial Statements

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

               Condensed Consolidated Statement of Operations for the
               Three Months Ended March 31, 2000 and 1999 (Unaudited)..........3

               Condensed Consolidated Statement of Cash Flows for the
               Three Months Ended March 31, 2000 and 1999 (Unaudited)..........4

               Condensed Consolidated Statement of Stockholders' Equity
               (Deficiency) for the Three Months Ended March 31, 2000
               (Unaudited).....................................................5

               Notes to Condensed Consolidated Financial Statements
               (Unaudited)................................................6 - 10

        ITEM 2 Management's Discussion and Analysis of Financial
               Condition and Results of Operations.......................11 - 12

PART II OTHER INFORMATION

        ITEM 1 Legal Proceedings..............................................13

        ITEM 6 Exhibits and Reports on Form 8-K...............................13

        SIGNATURE.............................................................14
                       -----------------------------------

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

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

Factors Affecting Future Operations

     We have 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  may be  integrated  into our
business   practices  and   operations.   Our  results  of  operations   may  be
significantly  affected by our ability to  efficiently  and  effectively  manage
these changes.

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

     o    changes in laws and regulations,
     o    changes in the competitive environment,
     o    changes in technology,
     o    franchise related matters,
     o    market  conditions that may adversely  affect the availability of debt
          and equity  financing for working  capital,  capital  expenditures  or
          other purposes; and
     o    general economic conditions.


                                        1

<PAGE>
                   COMCAST LCI HOLDINGS, INC. AND SUBSIDIARIES
                                    FORM 10-Q
                          QUARTER ENDED MARCH 31, 2000

PART I    FINANCIAL INFORMATION

ITEM 1    FINANCIAL STATEMENTS

                      CONDENSED CONSOLIDATED BALANCE SHEET
                                   (Unaudited)

<TABLE>
<CAPTION>
                                                                                                   (Predecessor
                                                                                                   Corporation)
                                                                                    March 31,      December 31,
                                                                                       2000            1999
                                                                                   ------------    ------------
                                                                              (Dollars in thousands, except share data)
<S>                                                                                 <C>            <C>
ASSETS

Cash and cash equivalents.......................................................        $11,593        $144,985
Marketable securities...........................................................         24,228         159,003
Accounts receivable, less allowance for doubtful
   accounts of $7,159 and $5,091................................................         41,179          30,902
Prepaid expenses................................................................          6,850           2,992
Property and equipment, net of accumulated depreciation of $29,917
   and $530,587.................................................................      1,214,768         565,671
Investments, principally in affiliates, and related receivables.................        656,702          36,371
Goodwill, net of accumulated amortization of $25,745 and $36,946................      2,033,860          97,458
Deferred franchise costs, net of accumulated amortization of $115,804
   and $271,113.................................................................      5,389,733         487,927
Other intangible assets, net of accumulated amortization of $4,373 and $14,768..        205,946          18,863
Other assets....................................................................                            514
                                                                                   ------------    ------------
                                                                                     $9,584,859      $1,544,686
                                                                                   ============    ============
LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIENCY)

Notes payable and obligations under capital leases..............................     $1,336,812      $1,491,552
Accounts payable and accrued expenses - unrelated parties.......................        122,462         112,714
Accounts payable and accrued expenses - related parties.........................         96,242          26,127
Notes payable - related party...................................................         79,501
Customer prepayments and deposits...............................................          7,311           7,460
Deferred gain on terminated interest swaps......................................                          5,911
Deferred tax liability, net.....................................................      1,997,939          23,300
Investment in Garden State Cablevision, L.P.....................................                         67,334
                                                                                   ------------    ------------
                                                                                      3,640,267       1,734,398
                                                                                   ------------    ------------
STOCKHOLDERS' EQUITY (DEFICIENCY)
   Common stock, $1 par value, authorized and issued, 100 and zero shares.......
   Common stock, $.01 par value - authorized and issued, zero and 158,896 shares                              2
   Additional capital...........................................................      6,077,230          51,561
   Accumulated deficit..........................................................       (120,876)       (323,077)
   Accumulated other comprehensive (loss) income................................        (11,762)         81,802
                                                                                   ------------    ------------
       Total stockholders' equity (deficiency)..................................      5,944,592        (189,712)
                                                                                   ------------    ------------
                                                                                     $9,584,859      $1,544,686
                                                                                   ============    ============
</TABLE>


See notes to condensed consolidated financial statements.

                                        2
<PAGE>
                   COMCAST LCI HOLDINGS, INC. AND SUBSIDIARIES
                                    FORM 10-Q
                          QUARTER ENDED MARCH 31, 2000
                 CONDENSED CONSOLIDATED STATEMENT OF OPERATIONS
                                   (Unaudited)


<TABLE>
<CAPTION>
                                                                                                   (Predecessor
                                                                                                   Corporation)
                                                                                        Three Months Ended
                                                                                             March 31,
                                                                                        2000           1999
                                                                                     ----------     ----------
                                                                                      (Dollars in thousands)

<S>                                                                                 <C>            <C>
REVENUES...........................................................................    $132,286       $125,826
                                                                                     ----------     ----------

OPERATING EXPENSES
   Service.........................................................................      14,338         11,381
   Programming.....................................................................      33,048         30,442
   Selling, general and administrative.............................................      37,676         27,400
   Direct costs - non-cable........................................................       4,912          5,036
   Depreciation....................................................................      29,917         23,065
   Amortization....................................................................     145,922         11,991
                                                                                     ----------     ----------
                                                                                        265,813        109,315
                                                                                     ----------     ----------

OPERATING (LOSS) INCOME............................................................    (133,527)        16,511

OTHER (INCOME) EXPENSE
   Interest expense................................................................      30,539         29,458
   Interest income on notes receivable from affiliates.............................        (419)
   Equity in net loss (income) of affiliates.......................................       4,874         (2,270)
   Other expense...................................................................       2,083          1,259
                                                                                     ----------     ----------
                                                                                         37,077         28,447
                                                                                     ----------     ----------

LOSS FROM CONTINUING OPERATIONS BEFORE INCOME
   TAX AND EXTRAORDINARY ITEMS.....................................................    (170,604)       (11,936)

INCOME TAX BENEFIT.................................................................     (50,701)
                                                                                     ----------     ----------

LOSS FROM CONTINUING OPERATIONS BEFORE
   EXTRAORDINARY ITEMS.............................................................    (119,903)       (11,936)

LOSS FROM DISCONTINUED OPERATIONS..................................................                      1,388
                                                                                     ----------     ----------

LOSS BEFORE EXTRAORDINARY ITEMS....................................................    (119,903)       (13,324)

EXTRAORDINARY ITEMS, net of income tax benefit of $523 in 2000.....................         973
                                                                                     ----------     ----------

NET LOSS...........................................................................   ($120,876)      ($13,324)
                                                                                     ==========     ==========
</TABLE>

See notes to condensed consolidated financial statements.

                                        3
<PAGE>
                   COMCAST LCI HOLDINGS, INC. AND SUBSIDIARIES
                                    FORM 10-Q
                          QUARTER ENDED MARCH 31, 2000
                 CONDENSED CONSOLIDATED STATEMENT OF CASH FLOWS
                                   (Unaudited)


<TABLE>
<CAPTION>
                                                                                                     (Predecessor
                                                                                                     Corporation)
                                                                                          Three Months Ended
                                                                                              March 31,
                                                                                          2000           1999
                                                                                       ----------      --------
                                                                                        (Dollars in thousands)
<S>                                                                                     <C>            <C>
OPERATING ACTIVITIES
   Net loss.........................................................................    ($120,876)     ($13,324)
   Adjustments to reconcile net loss to net cash (used in) provided
    by operating activities from continuing operations:
     Depreciation and amortization..................................................      175,839        35,056
     Non-cash interest (income) expense, net........................................         (574)          386
     Equity in net loss (income) of affiliates......................................        4,874        (2,270)
     Losses on sales of investments, net............................................        2,257
     Loss from discontinued operations..............................................                      1,388
     Extraordinary items............................................................          973
     Deferred income taxes and other................................................      (50,701)       2,454
                                                                                       ----------      --------
                                                                                           11,792        23,690
     Changes in working capital.....................................................     (276,680)          340
                                                                                       ----------      --------

       Net cash (used in) provided by operating activities from continuing operations    (264,888)       24,030
                                                                                       ----------      --------

FINANCING ACTIVITIES
   Proceeds from borrowings.........................................................       55,000        15,479
   Retirements and repayments of notes payable and obligations under capital leases.     (260,284)         (515)
   Net transactions with affiliates.................................................      174,743         2,008
                                                                                       ----------      --------

       Net cash (used in) provided by financing activities from continuing operations     (30,541)       16,972
                                                                                       ----------      --------

INVESTING ACTIVITIES
   Acquisitions, net of cash acquired...............................................       (2,071)
   Proceeds from sales of marketable securities.....................................      134,775
   Investments......................................................................                       (850)
   Proceeds from sales of investments...............................................       72,440
   Capital expenditures.............................................................      (42,128)      (32,863)
   Additions to deferred charges....................................................         (979)         (196)
                                                                                       ----------      --------

       Net cash provided by (used in) investing activities from continuing operations     162,037       (33,909)
                                                                                       ----------      --------

(DECREASE) INCREASE IN CASH AND CASH EQUIVALENTS -
   CONTINUING OPERATIONS............................................................     (133,392)        7,093

CASH AND CASH EQUIVALENTS, beginning of period......................................      144,985         9,802
                                                                                       ----------      --------

CASH AND CASH EQUIVALENTS, end of period............................................      $11,593       $16,895
                                                                                       ==========      ========
</TABLE>

See notes to condensed consolidated financial statements.

                                        4
<PAGE>
                   COMCAST LCI HOLDINGS, INC. AND SUBSIDIARIES
                                    FORM 10-Q
                          QUARTER ENDED MARCH 31, 2000
      CONDENSED CONSOLIDATED STATEMENT OF STOCKHOLDERS' EQUITY (DEFICIENCY)
                                   (Unaudited)


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

<S>                                                  <C>     <C>        <C>             <C>        <C>
Predecessor Corporation

   Balance at January 1, 2000...................        $2      $51,561   ($323,077)      $81,802    ($189,712)
                                                ========== ============ =========== ============= ============
The Company
   Balance at January 1, 2000................... $           $             $              $         $
   Capital contribution to Company..............              6,120,270                              6,120,270
   Distribution.................................                (43,040)                               (43,040)
   Comprehensive loss:
     Net loss...................................                           (120,876)
     Unrealized loss on marketable securities,
       net of deferred taxes of $6,333..........                                          (11,762)
   Total comprehensive loss.....................                                                      (132,638)
                                                ---------- ------------ ----------- ------------- ------------

   Balance at March 31, 2000.................... $           $6,077,230   ($120,876)     ($11,762)  $5,944,592
                                                ========== ============ =========== ============= ============
</TABLE>


See notes to condensed consolidated financial statements.

                                        5

<PAGE>
                   COMCAST LCI HOLDINGS, INC. AND SUBSIDIARIES
                                    FORM 10-Q
                          QUARTER ENDED MARCH 31, 2000
              NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
                                   (Unaudited)

1.   CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

     Basis of Presentation
     The condensed  consolidated  balance sheet as of December 31, 1999 has been
     condensed  from the audited  consolidated  balance sheet as of that date of
     Lenfest   Communications,   Inc.  and   subsidiaries   ("Lenfest"   or  the
     "Predecessor  Corporation"),  the predecessor to Comcast LCI Holdings, Inc.
     and  subsidiaries  (the "Company") (see "Merger of Lenfest  Communications,
     Inc."  below).  The  condensed  consolidated  balance sheet as of March 31,
     2000, the condensed  consolidated  statements of operations and accumulated
     deficit  and of cash flows for the three  months  ended  March 31, 2000 and
     1999,  and the condensed  consolidated  statement of  stockholders'  equity
     (deficiency)  for the three months ended March 31, 2000 have been  prepared
     by the  Company  and have not been  audited  by the  Company's  independent
     auditors.  In the  opinion of  management,  all  adjustments  necessary  to
     present fairly the financial position, results of operations and cash flows
     as of March 31, 2000 and for all periods presented have been made.

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

     Merger of Lenfest Communications, Inc.
     In January 2000, Comcast Corporation ("Comcast") contributed  approximately
     121.4  million  shares of its  Class A Special  Common  Stock,  subject  to
     adjustment, with a value of $6.077 billion to the Company which the Company
     used to acquire the stock of Lenfest from AT&T Corp. ("AT&T") and Lenfest's
     other  stockholders.  Immediately upon closing of the acquisition,  Lenfest
     was  merged  with and into the  Company.  As a result,  the  Company is the
     successor to Lenfest. The Company is a wholly owned subsidiary of Comcast.

     The  acquisition of Lenfest was accounted for under the purchase  method of
     accounting.  The allocation of the purchase  price is  preliminary  pending
     completion of a final  appraisal.  As the contribution of Comcast's Class A
     Special  Common  Stock from  Comcast to the Company and the exchange of the
     Comcast Class A Special  Common Stock by the Company for the Lenfest common
     stock were non-cash  transactions,  such  transactions  had no  significant
     impact on the  Company's  condensed  consolidated  statement  of cash flows
     during the three  months  ended March 31, 2000 (see Note 6). As part of the
     agreement  to  acquire   Lenfest,   the   Company,   through  a  series  of
     transactions,  distributed certain of its subsidiaries as additional merger
     consideration to: H.F.  Lenfest,  H. Chase Lenfest,  Brook J. Lenfest,  and
     Diane Lenfest Myer, prior  stockholders of Lenfest,  which had a book value
     of $43.0 million at December 31, 1999.

     Costs Related to Acquisition
     In connection with the Company's acquisition of Lenfest in January 2000, in
     order to  facilitate an orderly  change in control to the Company,  Lenfest
     established  retention and  severance  programs for its corporate and field
     office  employees who were to be  terminated  due to the change in control.
     The programs  provide for cash  severance  payments to employees  that have
     been or will be terminated due to the change in control.  Lenfest  incurred
     expense relating to the severance of approximately  186 corporate and field
     office  employees  totaling $64.7 million,  of which $62.1 million had been
     paid and $2.6 million was accrued at March 31, 2000. As the liabilities for
     such  costs were  assumed by the  Company,  such  costs  were  included  in
     deferred franchise costs in the Company's  condensed  consolidated  balance
     sheet as of March 31, 2000.

     Sale of Videopole
     In August 1999, Lenfest sold all of the stock of Videopole.  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."

                                        6
<PAGE>
                   COMCAST LCI HOLDINGS, INC. AND SUBSIDIARIES
                                    FORM 10-Q
                          QUARTER ENDED MARCH 31, 2000
        NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS - CONTINUED
                                   (Unaudited)

2.   SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

     New Accounting Pronouncement
     In June 1998, the Financial  Accounting Standards Board (the "FASB") issued
     Statement of Financial  Accounting  Standards ("SFAS") No. 133, "Accounting
     for  Derivative   Instruments  and  Hedging   Activities."  This  statement
     establishes  the accounting  and reporting  standards for  derivatives  and
     hedging  activity.  Upon the adoption of SFAS No. 133, all  derivatives are
     required to be recognized in the statement of financial  position as either
     assets or  liabilities  and measured at fair value.  In July 1999, 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  year  condensed
     consolidated  financial statements to conform to those classifications used
     in 2000.

     Comprehensive Loss
     Total  comprehensive  loss for the three  months  ended  March 31, 1999 was
     $15.0 million.  Total  comprehensive  loss includes net loss and unrealized
     gains (losses) on marketable securities for the period presented.

3.   MARKETABLE SECURITIES AND INVESTMENTS, PRINCIPALLY IN AFFILIATES


<TABLE>
<CAPTION>
                                                                                 March 31,      December 31,
                                                                                    2000            1999
                                                                                ------------     -----------
                                                                                   (Dollars in thousands)
<S>                                                                                 <C>              <C>
     Equity method.....................................................             $646,347         $25,961
     Fair value method.................................................               24,228         159,003
     Cost method.......................................................               10,355          10,410
                                                                                ------------     -----------
          Total........................................................             $680,930        $195,374
                                                                                ============     ===========
</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  condensed  consolidated  balance
     sheet have been offset  against  loans and advances to these  affiliates to
     the extent they exist.

     Garden State Cablevision, L.P.
     The Company  indirectly owns a 10% general  partnership  interest and a 40%
     limited  partnership  interest in Garden State  Cablevision  L.P.  ("Garden
     State"),  a cable company  serving  approximately  216,000  subscribers  in
     southern New Jersey as of March 31, 2000.  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  condensed  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 as
     of December 31, 1999.  Comcast  indirectly owns the remaining 50% of Garden
     State.

                                        7
<PAGE>
                   COMCAST LCI HOLDINGS, INC. AND SUBSIDIARIES
                                    FORM 10-Q
                          QUARTER ENDED MARCH 31, 2000
        NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS - CONTINUED
                                   (Unaudited)

     Summarized  financial  information  for Garden  State for the three  months
     ended March 31, 2000 and 1999 is as follows (dollars in thousands).


<TABLE>
<CAPTION>
                                                                           Three Months Ended
                                                                               March 31,
                                                                            2000        1999
                                                                         ----------  ----------
<S>                                                                         <C>         <C>
   Results of Operations
     Revenues, net...................................................       $32,162     $30,038
     Operating, selling, general and administrative expenses.........        15,895      14,372
     Depreciation and amortization...................................         7,359       7,054
     Operating income................................................         8,908       8,612
     Net income......................................................         3,648       3,647
</TABLE>


     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. As of March 31, 2000 and December
     31, 1999, the Company's partnership interest was 67% and 70%, 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.

     The Company's recorded  investments  exceed its proportionate  interests in
     the book value of the  investees'  net assets by $603.2 million as of March
     31, 2000.  Such excess is being  amortized to equity in net income or loss,
     primarily over a period of 20 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 losses/gains from the sales of marketable securities
     are  included  in other  expense in the  Company's  condensed  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.
     During  the  three  months   ended  March  31,   2000,   the  Company  sold
     approximately  0.6 million shares of its Liberty  Digital,  Inc.  ("Liberty
     Digital")  common  stock for  proceeds of $33.5  million and  recognized  a
     pre-tax loss of $1.0 million.  Such loss was recorded as a reclassification
     from accumulated other  comprehensive  income to other expense. As of March
     31, 2000 and December 31, 1999,  the Company has recorded its investment in
     Liberty  Digital at its  estimated  fair value of $35.2  million and $111.7
     million, respectively.

     Adelphia Business Solutions, Inc.
     During the three months  ended March 31, 2000,  the Company sold all of its
     shares of Adelphia Business  Solutions,  Inc.  ("Adelphia") for proceeds of
     $38.9 million and recognized a pre-tax loss of $1.9 million.  Such loss was
     recorded as a reclassification  from accumulated other comprehensive income
     to other  expense.  As of December 31,  1999,  the Company has recorded its
     investment in Adelphia at its estimated fair value of $35.1 million.

                                        8
<PAGE>
                   COMCAST LCI HOLDINGS, INC. AND SUBSIDIARIES
                                    FORM 10-Q
                          QUARTER ENDED MARCH 31, 2000
        NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS - CONTINUED
                                   (Unaudited)

4.   NOTES PAYABLE

     Bank Credit Facility
     During the three  months  ended  March 31,  2000,  the  Company  repaid the
     remaining  outstanding balance on its credit facility with proceeds from an
     advance from Comcast and proceeds from the sale of certain investments (see
     Note 3) 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 $1.0 million.

     Interest Rates
     As of March  31,  2000 and  December  31,  1999,  the  Company's  effective
     weighted average  interest rate on its notes payable  outstanding was 8.77%
     and 8.52%, respectively.

5.   RELATED PARTY TRANSACTIONS

     The  Company  has an  affiliation  agreement  with QVC,  Inc.  ("QVC"),  an
     electronic  retailer and a  majority-owned  and  controlled  subsidiary  of
     Comcast, to carry its programming.  In return for carrying QVC programming,
     the Company  receives an allocated  portion,  based upon market share, of a
     percentage of net sales of merchandise sold to QVC customers located in the
     Company's  service  area.  For the three months  ended March 31, 2000,  the
     Company's revenues include $0.8 million relating to QVC.

     Comcast,  through a management  agreement,  manages the  operations  of the
     Company's  subsidiaries,  including  rebuilds and upgrades.  The management
     agreement generally provides that Comcast will supervise the management and
     operations  of the cable  systems  and arrange  for and  supervise  certain
     administrative functions. As compensation for such services, the agreements
     provide  for  Comcast to charge  management  fees of 6% of gross  revenues.
     Comcast charged the Company's subsidiaries  management fees of $7.7 million
     during the three  months ended March 31, 2000.  These  management  fees are
     included in selling,  general and administrative  expenses in the Company's
     condensed consolidated statement of operations.

     The Company  purchases  certain  other  services,  including  insurance and
     employee benefits,  from Comcast under  cost-sharing  arrangements on terms
     that reflect  Comcast's  actual cost.  The Company  reimburses  Comcast for
     certain  other  costs   (primarily   salaries)   under   cost-reimbursement
     arrangements.  Under all of these arrangements,  the Company incurred total
     expenses of $41.7  million  during the three  months  ended March 31, 2000.
     Programming  expense  includes  $10.2 million during the three months ended
     March 31,  2000,  relating to  programming  purchased  by the Company  from
     suppliers in which Comcast holds an equity interest.

     Accounts  payable and accrued  expenses - related  parties in the Company's
     condensed  consolidated  balance  sheet  as of  March  31,  2000  primarily
     consists  of  amounts  due  to  Comcast  and  its   affiliates   under  the
     cost-sharing  arrangements  described  above and amounts payable to Comcast
     and its  affiliates  as  reimbursement  for payments  made, in the ordinary
     course of business, by such affiliates on behalf of the Company.

     The Company has entered into a custodial  account  arrangement with Comcast
     Financial  Agency  Corporation  ("CFAC"),  a  wholly  owned  subsidiary  of
     Comcast, under which CFAC provides cash management services to the Company.
     Under this arrangement,  the Company's cash receipts are deposited with and
     held by CFAC,  as custodian and agent,  which  invests and  disburses  such
     funds at the  direction of the Company.  As of March 31, 2000,  none of the
     Company's cash was held by CFAC.

     Garden State
     Under a  consulting  agreement,  Lenfest  advised  Garden  State on various
     operational  and  financial  matters for a  consulting  fee of 3% of Garden
     State's  gross  revenues.  During the three  months  ended March 31,  1999,
     Garden  State  obtained its cable  television  programming  from  Satellite
     Services,  Inc.  ("SSI"),  an  affiliate  of  AT&T,  through  Lenfest.  The
     programming  services  were at a rate which was not more than Garden  State
     could obtain

                                        9
<PAGE>
                   COMCAST LCI HOLDINGS, INC. AND SUBSIDIARIES
                                    FORM 10-Q
                          QUARTER ENDED MARCH 31, 2000
        NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS - CONCLUDED
                                   (Unaudited)

     independently.  For the  three  months  ended  March  31,  1999,  the total
     programming obtained by Garden State through Lenfest was approximately $4.8
     million.

     Satellite Services, Inc.
     During the three  months  ended  March 31,  1999,  Lenfest  was party to an
     agreement  whereby SSI provided  certain cable  television  programming  to
     Lenfest and its unconsolidated cable television affiliates with programming
     services  at  a  rate  which  is  not  more  than   Lenfest   could  obtain
     independently.  For the three months ended March 31, 1999, Lenfest incurred
     programming expenses of $19.3 million under this agreement.

6.   STATEMENT OF CASH FLOWS - SUPPLEMENTAL INFORMATION

     During the three months ended March 31, 2000,  the Company  acquired all of
     the common  stock of Lenfest  for  approximately  121.4  million  shares of
     Comcast  Class A Special  Common Stock (see Note 1). The fair values of the
     assets and  liabilities  acquired  by the Company  during the three  months
     ended March 31, 2000 are presented as follows (in millions):


           Investments, principally in affiliates.............     $579.7
           Property, plant & equipment........................    1,200.7
           Goodwill, deferred franchise costs and other
             intangible assets................................    7,718.6
           Other assets.......................................      329.2
           Notes payable and obligations under capital
             leases...........................................   (1,543.5)
           Deferred tax liability.............................   (2,059.6)
           Other liabilities..................................     (147.9)
                                                               ----------
                    Net assets acquired.......................   $6,077.2
                                                               ==========

     The Company  made cash  payments  for  interest of $16.8  million and $13.1
     million   during  the  three   months   ended  March  31,  2000  and  1999,
     respectively.

     The Company  made cash  payments  for income taxes of $1.6 million and $0.2
     million   during  the  three   months   ended  March  31,  2000  and  1999,
     respectively.

7.   COMMITMENTS AND CONTINGENCIES

     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.

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

                                       10
<PAGE>
                   COMCAST LCI HOLDINGS, INC. AND SUBSIDIARIES
                                    FORM 10-Q
                          QUARTER ENDED MARCH 31, 2000

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

     Information  for this item is omitted  pursuant to Securities  and Exchange
Commission General Instruction H to Form 10-Q, except as noted below.

Results of Operations

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

<TABLE>
<CAPTION>
                                                              Three Months Ended
                                                                  March 31,          Increase / (Decrease)
                                                               2000        1999         $           %
                                                             --------    --------    --------    --------
<S>                                                            <C>         <C>           <C>          <C>
Revenues...............................................        $132.3      $125.8        $6.5         5.2%
Service, programming, selling, general and
   administrative and direct non-cable expenses........          90.0        74.3        15.7        21.1
                                                             --------    --------    --------
Operating income before depreciation and
   amortization (1)....................................          42.3        51.5        (9.2)      (17.9)
Depreciation and amortization..........................         175.8        35.0       140.8          NM
                                                             --------    --------    --------    --------
Operating (loss) income................................        (133.5)       16.5      (150.0)         NM
                                                             --------    --------    --------    --------
Interest expense.......................................          30.5        29.5         1.0         3.4
Interest income on notes receivable from affiliate.....          (0.4)                    0.4          NM
Equity in net loss (income) of affiliates..............           4.9        (2.3)        7.2          NM
Other expense..........................................           2.1         1.2         0.9        75.0
Income tax benefit.....................................         (50.7)                   50.7          NM
                                                             --------    --------    --------    --------
Loss from continuing operations before
   extraordinary items.................................       ($119.9)     ($11.9)    ($108.0)         NM
                                                             ========    ========    ========    ========
<FN>
------------
(1)  Operating income before  depreciation and amortization is commonly referred
     to in the cable communications business as "operating cash flow." Operating
     cash flow is a measure of a company's  ability to generate  cash to service
     its obligations, including debt service obligations, and to finance capital
     and other expenditures.  In part due to the capital intensive nature of the
     cable  communications  business  and the  resulting  significant  level  of
     non-cash  depreciation  and  amortization  expense,  operating cash flow is
     frequently  used as one of the bases for comparing  businesses in the cable
     communications  industry,  although our measure of operating  cash flow may
     not  be  comparable  to  similarly  titled  measures  of  other  companies.
     Operating  cash flow is the primary basis used by our management to measure
     the operating  performance  of our business.  Operating  cash flow does not
     purport  to  represent  net  income  or  net  cash  provided  by  operating
     activities,  as those terms are defined under generally accepted accounting
     principles,  and  should  not  be  considered  as an  alternative  to  such
     measurements as an indicator of our performance.
</FN>
</TABLE>

     Revenues

     Of the $6.5 million  increase for the three month period from 1999 to 2000,
$3.8 million is due principally to subscriber  growth in digital cable and cable
modem  Internet  access  service,  $1.9 million is due to  subscriber  growth in
analog cable service and $2.9 million is related to changes in rates,  offset by
the effects of a $1.6  million  decrease in pay per view  revenue as a result of
fewer  events  during the three  months  ended March 31, 2000 and a $0.5 million
decrease related to operations which were sold in January 2000.

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

     Of the $15.7 million increase for the three month period from 1999 to 2000,
$4.6 million is due to increases in the costs of cable  programming  as a result
of changes in rates,  subscriber growth and additional channel  offerings,  $1.3
million is due  principally to subscriber  growth in cable modem Internet access
service,  and $10.7  million is  principally  attributable  to  management  fees
charged by Comcast Corporation and Comcast Cable Communications, Inc., offset by
the effects of a $0.7

                                       11
<PAGE>
                   COMCAST LCI HOLDINGS, INC. AND SUBSIDIARIES
                                    FORM 10-Q
                          QUARTER ENDED MARCH 31, 2000

million decrease in pay per view  programming  costs as a result of fewer events
during the three  months  ended  March 31, 2000 and a $0.2  million  decrease in
expenses  related  to  operations  which  were  sold  in  January  2000.  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.

     Management Agreement

     See Note 5 to our condensed  consolidated  financial statements included in
Item 1.

     Depreciation and Amortization Expense

     The $140.8 million increase for the three month period from 1999 to 2000 is
primarily  a result of the effects of our merger  with  Lenfest  Communications,
Inc. ("Lenfest") in January 2000 and the effects of our capital expenditures.

     Interest Expense

     The $1.0  million  increase for the three month period from 1999 to 2000 is
due to higher outstanding balances on our long-term debt and to increases in the
effective weighted average interest rate on our long-term debt.

     Equity in Net Loss (Income) of Affiliates

     The $7.2  million  increase for the three month period from 1999 to 2000 is
primarily due to the  amortization of the excess of the Company's  investment in
Garden State Cablevision, L.P. ("Garden State") over the Company's proportionate
interest in the book value of Garden  State's net assets during the three months
ended March 31, 2000.

     Other Expense

     During the three months ended March 31, 2000, we recognized  pre-tax losses
of $2.9 million on sales of certain of our fair value method investments.  These
losses were recorded as a reclassification  from accumulated other comprehensive
income to other expense.

     Income Tax Benefit

     The $50.7  million  income tax benefit for the three months ended March 31,
2000 is  primarily  a result of the  effects of the  increase in our loss before
income tax and minority interest.

     We believe that our losses will not significantly affect the performance of
our  normal  business   activities   because  of  our  existing  cash  and  cash
equivalents,  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.



                                       12
<PAGE>
                   COMCAST LCI HOLDINGS, INC. AND SUBSIDIARIES
                                    FORM 10-Q
                          QUARTER ENDED MARCH 31, 2000

PART II    OTHER INFORMATION

ITEM 1     LEGAL PROCEEDINGS

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

ITEM 6     EXHIBITS AND REPORTS ON FORM 8-K

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

               10.1 Agreement and Plan of Merger among  Lenfest  Communications,
                    Inc.,  Comcast  Corporation and Comcast LCI Holdings,  Inc.,
                    dated as of November 16, 1999  (incorporated by reference to
                    Exhibit 10.1 to the Comcast  Corporation  Current  Report on
                    Form 8-K filed on December 13, 1999).

               27.1 Financial Data Schedule.

          (b)  Reports on Form 8-K:

               (i)  We  filed a  Current  Report  on Form  8-K  under  Item 1 on
                    January   21,  2000   relating   to  Comcast   Corporation's
                    announcement  that  it  had  completed  its  acquisition  of
                    Lenfest    Communications,    Inc.   and   merged    Lenfest
                    Communications, Inc. with and into us.


                                       13
<PAGE>
                   COMCAST LCI HOLDINGS, INC. AND SUBSIDIARIES
                                    FORM 10-Q
                          QUARTER ENDED MARCH 31, 2000

                                    SIGNATURE


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



                                                 COMCAST LCI HOLDINGS, INC.
                                                 -------------------------------






                                                 /S/ LAWRENCE J. SALVA
                                                 -------------------------------

                                                 Lawrence J. Salva
                                                 Senior Vice President
                                                 (Principal Accounting Officer)




Date: May 15, 2000

                                       14