content: UNITED STATES
                         SECURITIES AND EXCHANGE COMMISSION
                               Washington, D.C. 20549
  
                                     FORM 10-Q
  (Mark One)
  
  (X)  Quarterly  Report  pursuant  to  Section  13 or 15(d) of the  Securities
       Exchange Act of 1934 For the Quarterly Period Ended:
                                 SEPTEMBER 30, 1995
                                         OR
  ( )  Transition  Report  pursuant  to Section  13 or 15(d) of the  Securities
       Exchange Act of 1934 For the Transition Period from ________ to ________.
  
                           Commission File Number 0-6983
  
                                COMCAST CORPORATION
                                 [GRAPHIC OMITTED]
  
               (Exact name of registrant as specified in its charter)
  
              PENNSYLVANIA                                  23-1709202
   (State or other jurisdiction of                       (I.R.S. Employer
    incorporation or organization)                      Identification No.)
  
                  1500 Market Street, Philadelphia, PA 19102-2148
                      (Address of principal executive offices)
                                     (Zip Code)
  
  Registrant's telephone number, including area code:  (215) 665-1700
  
  Indicate by check mark whether the registrant (1) has filed all reports required
  to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during
  the preceding  twelve months (or for such shorter period that the registrant was
  required to file such  reports),  and (2) has been subject to such  requirements
  for the past 90 days.
  
           Yes  __X__                                         No ____
  
  As of  September  30,  1995,  there were  192,028,651  shares of Class A Special
  Common Stock,  39,103,350 shares of Class A Common Stock and 8,786,250 shares of
  Class B Common Stock outstanding.
  
  
  <PAGE>
  
                        COMCAST CORPORATION AND SUBSIDIARIES
                                     FORM 10-Q
                          QUARTER ENDED SEPTEMBER 30, 1995
  
                                 TABLE OF CONTENTS
  
  
  
  
                                                                             Page
                                                                            Number
  
  PART I.   FINANCIAL INFORMATION
  
            Item 1.  Financial Statements
  
                     Condensed Consolidated Balance
                     Sheet at September 30, 1995 and December 31,
                     1994 (Unaudited)..........................................2
  
                     Condensed Consolidated Statement of
                     Operations and Accumulated Deficit for
                     the Nine and Three Months Ended September 30,
                     1995 and 1994 (Unaudited).................................3
  
                     Condensed Consolidated Statement of Cash
                     Flows for the Nine Months Ended September 30, 1995
                     and 1994 (Unaudited)......................................4
  
                     Notes to Condensed Consolidated
                     Financial Statements (Unaudited).....................5 - 12
  
            Item 2.  Management's Discussion and Analysis
                     of Financial Condition and Results of
                     Operations..........................................13 - 22
  
  PART II.  OTHER INFORMATION
  
            Item 1.  Legal Proceedings........................................23
  
            Item 6.  Exhibits and Reports on Form 8-K.........................23
  
  
  
  <PAGE>2
  
                        COMCAST CORPORATION AND SUBSIDIARIES
                                     FORM 10-Q
                          QUARTER ENDED SEPTEMBER 30, 1995
  
  PART I.  FINANCIAL INFORMATION
  
  ITEM 1.  FINANCIAL STATEMENTS
  
                        CONDENSED CONSOLIDATED BALANCE SHEET
                                    (Unaudited)
  
  <TABLE>
  <CAPTION>
                                                                                        (Dollars in thousands)
                                                                                September 30,               December 31,
                                                                                    1995                        1994
                                                                                 ----------                 ------------
  <S>                                                                        <C>                           <C>
  ASSETS
  CURRENT ASSETS
      Cash and cash equivalents.............................................      $616,490                     $335,320
      Short-term investments, at cost which approximates fair value.........       211,943                      130,134
      Accounts receivable, less allowance for doubtful accounts
          of $83,993 and $11,272............................................       336,559                      108,245
      Inventories, net......................................................       223,938                       18,553
      Prepaid charges and other.............................................        42,819                       16,254
      Deferred income taxes.................................................        59,786
                                                                                ----------                   ----------
          Total current assets..............................................     1,491,535                      608,506
                                                                                ----------                   ----------
  INVESTMENTS, principally in affiliates....................................       898,859                      797,075
                                                                                ----------                   ----------
  PROPERTY AND EQUIPMENT....................................................     2,447,011                    2,081,256
      Accumulated depreciation..............................................      (892,893)                    (823,570)
                                                                                ----------                   ----------
      Property and equipment, net...........................................     1,554,118                    1,257,686
                                                                                ----------                   ----------
  DEFERRED CHARGES..........................................................     6,384,900                    4,945,613
      Accumulated amortization..............................................    (1,092,035)                    (845,896)
                                                                                ----------                   ----------
      Deferred charges, net.................................................     5,292,865                    4,099,717
                                                                                ----------                   ----------
                                                                                $9,237,377                   $6,762,984
                                                                                ==========                   ==========
  LIABILITIES AND STOCKHOLDERS' DEFICIENCY
  CURRENT LIABILITIES
      Accounts payable and accrued expenses.................................      $801,267                     $402,869
      Accrued interest......................................................        73,420                       60,219
      Subscribers' advance payments and other...............................        22,322                       14,637
      Current portion of long-term debt.....................................       249,058                      182,913
                                                                                ----------                   ----------
          Total current liabilities.........................................     1,146,067                      660,638
                                                                                ----------                   ----------
  LONG-TERM DEBT, less current portion......................................     6,619,495                    4,810,541
                                                                                ----------                   ----------
  DEFERRED INCOME TAXES....................................................      1,520,200                    1,390,849
                                                                                ----------                   ----------
  MINORITY INTEREST AND OTHER...............................................       703,932                      627,745
                                                                                ----------                   ----------
  COMMITMENTS AND CONTINGENCIES
  
  STOCKHOLDERS' DEFICIENCY
      Class A Special Common Stock, $1 par value - authorized, 500,000,000
          shares;  issued, 192,028,651 and 191,230,684......................       192,029                      191,231
      Class A Common Stock, $1 par value - authorized, 200,000,000
          shares;  issued, 39,103,350 and 39,019,809........................        39,103                       39,020
      Class B Common Stock, $1 par value - authorized, 50,000,000
          shares;  issued, 8,786,250........................................         8,786                        8,786
      Additional capital....................................................       884,113                      875,501
      Accumulated deficit...................................................    (1,881,687)                  (1,827,647)
      Unrealized gains on marketable securities.............................        21,088                        3,862
      Cumulative translation adjustments....................................       (15,749)                     (17,542)
                                                                                ----------                   ----------
          Total stockholders' deficiency....................................      (752,317)                    (726,789)
                                                                                ----------                   ----------
                                                                                $9,237,377                   $6,762,984
                                                                                ==========                   ==========
  </TABLE>
  
  
  See notes to condensed consolidated financial statements.
  
  
  
  <PAGE>3
  
  
                        COMCAST CORPORATION AND SUBSIDIARIES
                                     FORM 10-Q
                          QUARTER ENDED SEPTEMBER 30, 1995
       CONDENSED CONSOLIDATED STATEMENT OF OPERATIONS AND ACCUMULATED DEFICIT
                                    (Unaudited)
  
  <TABLE>
  <CAPTION>
                                                                         (Amounts in thousands, except per share data)
                                                                          Nine Months Ended        Three Months Ended
                                                                            September 30,             September 30,
                                                                         1995         1994         1995         1994
                                                                         ----         ----         ----         ----
  <S>                                                               <C>          <C>          <C>           <C>
  REVENUE
      Service income............................................     $1,381,510   $1,015,087      $478,758     $345,744
      Net sales from electronic retailing.......................        975,917                    391,491
                                                                    -----------  -----------   -----------  ----------- 
                                                                      2,357,427    1,015,087       870,249      345,744
                                                                    -----------  -----------   -----------  ----------- 
  COSTS AND EXPENSES
      Operating.................................................        576,543      304,697       209,186      103,225
      Cost of goods sold from electronic retailing..............        584,615                    234,369
      Selling, general and administrative.......................        451,695      274,192       162,550       96,394
      Depreciation and amortization.............................        534,675      243,309       147,632       82,815
                                                                    -----------  -----------   -----------  ----------- 
                                                                      2,147,528      822,198       753,737      282,434
                                                                    -----------  -----------   -----------  ----------- 
  OPERATING INCOME..............................................        209,899      192,889       116,512       63,310
  
  INVESTMENT (INCOME) EXPENSE
      Interest expense..........................................        388,367      228,464       137,816       75,712
      Investment income.........................................       (216,827)     (15,094)      (51,403)      (4,991)
      Equity in net losses of affiliates........................         63,534       29,417        25,628       10,902
      Minority interest and other...............................        (25,770)      (3,498)      (12,011)         (81)
                                                                    -----------  -----------   -----------  ----------- 
                                                                        209,304      239,289       100,030       81,542
                                                                    -----------  -----------   -----------  ----------- 
  INCOME (LOSS) BEFORE INCOME TAX EXPENSE (BENEFIT)
      AND EXTRAORDINARY ITEMS...................................            595      (46,400)       16,482      (18,232)
  
  INCOME TAX EXPENSE (BENEFIT)..................................         32,470         (621)       18,435         (986)
                                                                    -----------  -----------   -----------  ----------- 
  LOSS BEFORE EXTRAORDINARY ITEMS...............................        (31,875)     (45,779)       (1,953)     (17,246)
  
  EXTRAORDINARY ITEMS...........................................         (5,407)     (11,703)       (5,407)
                                                                    -----------  -----------   -----------  ----------- 
  NET LOSS......................................................        (37,282)     (57,482)       (7,360)     (17,246)
  
  ACCUMULATED DEFICIT
      Beginning of period ......................................     (1,827,647)  (1,717,931)   (1,868,738)  (1,769,723)
      Dividends declared - $.0700, $.0700, $.0233
          and $.0233 per share..................................        (16,758)     (17,121)       (5,589)      (5,565)
                                                                    -----------  -----------   -----------  ----------- 
      End of period.............................................    ($1,881,687) ($1,792,534)  ($1,881,687) ($1,792,534)
                                                                    ===========  ===========   ===========  =========== 
  LOSS PER SHARE
      Loss before extraordinary items...........................          ($.13)       ($.19)        ($.01)       ($.07)
      Extraordinary items.......................................           (.02)        (.05)         (.02)
                                                                    -----------  -----------   -----------  ----------- 
          Net Loss..............................................          ($.15)       ($.24)        ($.03)       ($.07)
                                                                    ===========  ===========   ===========  =========== 
  WEIGHTED AVERAGE NUMBER OF COMMON
      SHARES OUTSTANDING DURING THE PERIOD......................        239,634      235,383       239,819      238,854
                                                                    ===========  ===========   ===========  =========== 
  </TABLE>
  
  See notes to condensed consolidated financial statements.
  
  
  
  <PAGE>4
  
  
                        COMCAST CORPORATION AND SUBSIDIARIES
                                     FORM 10-Q
                          QUARTER ENDED SEPTEMBER 30, 1995
                   CONDENSED CONSOLIDATED STATEMENT OF CASH FLOWS
                                    (Unaudited)
  
  <TABLE>
  <CAPTION>
                                                                                          (Dollars in thousands)
                                                                                     Nine Months Ended September 30,
                                                                                     1995                         1994
                                                                                     ----                         ----
  <S>                                                                          <C>                          <C>
  OPERATING ACTIVITIES
      Net loss..............................................................      ($37,282)                    ($57,482)
      Noncash items included in net loss:
          Depreciation and amortization.....................................       534,675                      243,309
          Interest expense..................................................        41,403                       40,148
          Equity in net losses of affiliates................................        63,534                       29,417
          Gain on sale of division..........................................                                     (5,825)
          Gain on sales of long-term investments............................      (177,202)
          Extraordinary items...............................................         5,407                       11,703
          Deferred income taxes, minority interest and other................       (34,603)                       8,533
                                                                                ----------                   ---------- 
                                                                                   395,932                      269,803
  
      Increase in accounts receivable, net..................................        (8,282)                     (23,578)
      Increase in inventories, net..........................................       (37,978)                        (548)
      Increase in prepaid charges and other.................................       (16,261)                      (6,531)
      Increase in accounts payable and accrued expenses
          and subscribers' advance payments and other.......................        25,666                       21,042
      Increase (decrease) in accrued interest...............................        12,609                       (5,127)
                                                                                ----------                   ---------- 
              Net cash provided by operating activities.....................       371,686                      255,061
                                                                                ----------                   ---------- 
  FINANCING ACTIVITIES
      Borrowings............................................................     3,111,856                      142,209
      Retirement and repayment of debt......................................    (1,160,867)                    (470,877)
      Issuance of common stock, net.........................................         2,726                        3,198
      Issuance of common stock of a subsidiary, net.........................                                    209,394
      Equity contribution to a subsidiary...................................         6,556
      Dividends.............................................................       (16,758)                     (17,121)
      Other.................................................................       (22,146)                     (15,092)
                                                                                ----------                   ---------- 
              Net cash provided by (used in) financing activities...........     1,921,367                     (148,289)
                                                                                ----------                   ---------- 
  INVESTING ACTIVITIES
      Acquisitions, net of cash acquired....................................     1,371,074                       22,189
      Purchases (sales) of short-term investments, net......................        81,809                     (320,888)
      Increase in investments, principally in affiliates....................       457,984                       61,565
      Proceeds from sales of long-term investments..........................      (400,749)
      Additions to property and equipment...................................       476,571                      171,158
      Proceeds from sale of division........................................                                    (28,183)
      Other.................................................................        25,194                       21,955
                                                                                ----------                   ---------- 
              Net cash used in (provided by) investing activities...........     2,011,883                      (72,204)
                                                                                ----------                   ---------- 
  
  INCREASE IN CASH AND CASH EQUIVALENTS....................................        281,170                      178,976
  
      Cash and Cash Equivalents, Beginning of Period........................       335,320                      160,434
                                                                                ----------                   ---------- 
  
  CASH AND CASH EQUIVALENTS, End of Period..................................      $616,490                     $339,410
                                                                                ==========                   ==========
  </TABLE>
  
  
  See notes to condensed consolidated financial statements.
  
  
  <PAGE>5
  
  
                        COMCAST CORPORATION AND SUBSIDIARIES
                                     FORM 10-Q
                          QUARTER ENDED SEPTEMBER 30, 1995
                NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
                                    (Unaudited)
  
  1.   CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
  
       Basis of Presentation
       The  condensed  consolidated  balance  sheet at December  31, 1994 has been
       condensed  from the  audited  balance  sheet at that  date.  The  condensed
       consolidated   balance   sheet  at  September   30,  1995,   the  condensed
       consolidated  statement of operations and accumulated  deficit for the nine
       and  three  months  ended  September  30,  1995 and 1994 and the  condensed
       consolidated  statement of cash flows for the nine months  ended  September
       30, 1995 and 1994 have been prepared by Comcast Corporation (the "Company")
       and have not been audited by the  Company's  Independent  Auditors.  In the
       opinion of management, all adjustments (which include only normal recurring
       adjustments  and the  adjustment  described in Note 3) necessary to present
       fairly the  financial  position,  results of  operations  and cash flows at
       September 30, 1995 and for all periods presented have been made.
  
       Certain information and note disclosures normally included in the Company's
       annual financial  statements prepared in accordance with generally accepted
       accounting  principles  have been  condensed  or omitted.  These  condensed
       consolidated  financial  statements  should be read in conjunction with the
       financial  statements and notes thereto included in the Company's  December
       31, 1994 Annual Report on Form 10-K filed with the  Securities and Exchange
       Commission.  The results of operations for the periods ended  September 30,
       1995 are not necessarily indicative of operating results for the full year.
  
       Net Loss Per Share
       Net loss per share is based on the weighted average number of common shares
       outstanding  during  the  period.  For the  nine  and  three  months  ended
       September 30, 1995 and 1994,  all of the common stock  equivalents  have an
       antidilutive  effect on the loss per share  and,  therefore,  have not been
       used in  determining  the total  weighted  average  number of common shares
       outstanding.
  
  2.   SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
  
       New Accounting Pronouncement
       Effective  January 1, 1995, the Company adopted the provisions of Statement
       of Financial  Accounting  Standards  ("SFAS") No. 121,  "Accounting for the
       Impairment of Long-Lived  Assets and for  Long-Lived  Assets to be Disposed
       Of." There was no cumulative effect of the adoption of SFAS No. 121.
  
       As a result of the acquisition of QVC (see Note 3), the Company adopted the
       following accounting policies:
  
       Inventories
       Inventories,  consisting primarily of products held for sale, are stated at
       the lower of cost or market. Cost is determined by the first-in,  first-out
       method.
  
       Net Sales and Returns
       Net sales from electronic  retailing are recognized at the time of shipment
       to  customers.  An  allowance  for  returned  merchandise  is provided as a
       percentage of sales based on historical experience.
  
  3.   ACQUISITIONS AND OTHER SIGNIFICANT EVENTS
  
       QVC
  
       In  February  1995,  the  Company  and  Tele-Communications,  Inc.  ("TCI")
       acquired all of the outstanding  stock of QVC, Inc.  ("QVC") not previously
       owned by the Company and TCI  (approximately  65% of such shares on a fully
       diluted basis) for $46, in cash, per share. The total cost of acquiring the
       outstanding  shares of QVC was  approximately  $1.4 billion.  Following the
       acquisition, the Company and TCI own, through their
  
  <PAGE>6
  
                        COMCAST CORPORATION AND SUBSIDIARIES
                                     FORM 10-Q
                          QUARTER ENDED SEPTEMBER 30, 1995
          NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS - CONTINUED
                                    (Unaudited)
  
       respective  subsidiaries,  57.45% and  42.55%,  respectively,  of QVC.  The
       Company has accounted for the QVC acquisition  under the purchase method of
       accounting  and QVC has been  consolidated  with the Company  beginning  in
       February  1995.  The  allocation  of the  purchase  price to the assets and
       liabilities of QVC is preliminary pending receipt of a final appraisal.
  
       The acquisition of QVC,  including the exercise of certain warrants held by
       the Company,  was financed with cash contributions from the Company and TCI
       of  $296.3  million  and $6.6  million,  respectively,  borrowings  of $1.1
       billion under a $1.2 billion QVC credit facility and existing cash and cash
       equivalents held by QVC.
  
       Liberty  Media  Corporation,  a subsidiary  of TCI,  may, at certain  times
       following February 9, 2000, trigger the exercise of certain exit rights.
  
       Sprint Telecommunications Venture
  
       On March 28, 1995,  subsidiaries of the Company,  TCI,  Sprint  Corporation
       ("Sprint") and Cox Communications, Inc. ("Cox") formed several partnerships
       to engage in the  business of providing  wireless  and  wireline  telephony
       services.    The   principal   partnership   is   known   as   the   Sprint
       Telecommunications  Venture  ("STV").  The parties have agreed that STV and
       its  affiliated  partnerships  will be the  exclusive  vehicles  for  their
       respective investments in certain specified telecommunications  activities,
       subject  to  certain   limited   exceptions.   STV  and  the  parties  will
       cross-promote  telecommunications  products and services using the "Sprint"
       brand name with cable  services  and  products  branded by Cox,  TCI or the
       Company in their cable television  systems. A partnership owned entirely by
       subsidiaries of the Company, known as Comcast Telephony Services,  owns 15%
       of STV and, indirectly, each of STV's affiliated partnerships.
  
       STV will  engage  in the  business  of  providing  wireless  communications
       services,  primarily  personal  communication  services ("PCS"),  through a
       partnership known as WirelessCo.  Through WirelessCo,  the partners propose
       to  create  and  operate  a  seamless,   integrated,   nationwide  wireless
       communications  network.  During the term of a  trademark  license  from an
       affiliate  of Sprint,  WirelessCo's  services  will be  marketed  under the
       "Sprint" brand name.
  
       WirelessCo  was the  successful  bidder for 29 PCS  licenses in the auction
       conducted by the Federal  Communications  Commission  ("FCC") from December
       1994  through  mid-March  1995.  The  purchase  price for the  licenses was
       approximately  $2.11  billion,  all of  which  has  been  paid to the  FCC.
       WirelessCo  may also elect to bid in subsequent  auctions for PCS licenses.
       In addition,  WirelessCo  has and may continue to invest in other  entities
       that hold PCS licenses, may acquire PCS licenses from other license holders
       and may affiliate with other license holders.
  
       STV will also engage in the business of providing local wireline  telephone
       service for both business and residential customers,  primarily through the
       cable  networks  of cable  television  operators  that  affiliate  with the
       partnership  in exchange  for agreed upon  compensation.  Cox,  TCI and the
       Company have agreed to affiliate their cable systems with STV to the extent
       that their  systems are  located in markets  designated  in STV's  business
       plan. The offering of local wireline  telephone services by the partnership
       will require the removal of regulatory  and  legislative  barriers to local
       telephone competition.
  
       The STV partners intend that the  partnership  will succeed to the business
       currently conducted by Cox, TCI and the Company,  together with Continental
       Cablevision,  Inc.  ("Continental"),  through Teleport Communications Group
       Inc.  and TCG  Partners  (collectively,  "TCG").  TCG is one of the largest
       competitive   access  providers  in  the  United  States.   Pursuant  to  a
       contribution  agreement  entered into on March 28,  1995,  Cox, TCI and the
       Company have agreed, subject to the satisfaction of certain conditions,  to
       contribute to STV their respective
  
  <PAGE>7
  
                        COMCAST CORPORATION AND SUBSIDIARIES
                                     FORM 10-Q
                          QUARTER ENDED SEPTEMBER 30, 1995
          NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS - CONTINUED
                                    (Unaudited)
  
       interests  in TCG and in various  local  joint  ventures  among local cable
       operators  and TCG.  Such  contributions  will be subject to the receipt of
       necessary regulatory approvals and the satisfaction of other conditions. In
       addition,  the cable partners intend to negotiate with  Continental,  which
       owns  that  portion  of TCG that is not owned by Cox,  TCI or the  Company,
       regarding the acquisition of its interest by such cable partners.
  
       Subject to agreement  upon an initial  business  plan,  the  partners  have
       committed to  contribute  $4.4 billion in cash to STV during the next three
       years,  of which the  Company's  share  would be $660  million,  subject to
       reduction  resulting from the method of crediting in-kind  contributions to
       STV by the partners.  Of the $660 million funding requirement,  the Company
       has made total cash capital  contributions  to WirelessCo of  approximately
       $338.8  million   through   September  30,  1995.  The  partners'   capital
       contributions  to WirelessCo have been  principally  used to pay for the 29
       PCS  licenses  acquired  in the FCC  auction  and to acquire  interests  in
       another entity that holds a PCS license.  Additional equity requirements of
       STV will be funded by the partners through capital  contributions to STV in
       proportion to their ownership interests. The Company anticipates that STV's
       capital requirements over the next several years will be significant. These
       requirements  are  planned  to be funded by  external  financing  by STV in
       addition  to  capital  contributions  by  the  partners.   Although  it  is
       anticipated that external  financing will be available to STV on acceptable
       terms and conditions, no assurances can be given as to such availability.
  
       Cellular Rebuild
  
       In 1995, the Company's  cellular division  purchased  approximately  $172.0
       million of switching and cell site  equipment  which  replaced the existing
       switching and cell site equipment. The Company completed the rebuild in the
       third quarter of 1995. In accordance  with the  provisions of SFAS No. 121,
       during the first  quarter of 1995,  the  Company  charged to its results of
       operations  approximately  $110.0 million which  represented the difference
       between the net book value of the equipment replaced and the residual value
       realized upon its disposal. This charge has been reflected in the Company's
       condensed consolidated statement of operations and accumulated deficit as a
       component of depreciation and amortization expense.
  
       Ocean County
  
       In May 1995,  the  Company  completed  the  initial  phase of its  exchange
       agreement  with McCaw  Cellular  Communications,  Inc.  whereby the Company
       acquired a 75% interest in the entity that holds the Ocean County, NJ Rural
       Statistical Area ("RSA") cellular license (the "Ocean County  Licensee") in
       exchange for the Company's  Hunterdon  County,  NJ RSA cellular license and
       $37.8 million in cash.  The Company  acquired the remaining 25% interest in
       the Ocean County Licensee in October 1995 for $17.4 million.
  
       Nextel
  
       In April 1995,  the  Company  exercised  certain  preemptive  rights  under
       previously existing agreements with Nextel Communications,  Inc. ("Nextel")
       whereby the Company has elected to purchase  approximately  9 million newly
       issued Nextel shares at $12.25 per share for a total cost of  approximately
       $110 million  (the "Nextel  Share  Purchase  Commitment").  The purchase is
       contingent on the closing of an acquisition  transaction by Nextel which is
       expected to occur in the fourth quarter of 1995.
  
       In July 1995,  the Company sold 11.3 million  shares of Nextel common stock
       for  $212.6  million  (the  "Nextel  Transaction").  As a  result  of  this
       transaction,  the Company recognized a pre-tax gain of $36.2 million in the
       third  quarter of 1995.  The Company  continues  to hold options to acquire
       25.0 million  shares of Nextel common stock in addition to the Nextel Share
       Purchase Commitment.
  
  
  <PAGE>8
  
  
                        COMCAST CORPORATION AND SUBSIDIARIES
                                     FORM 10-Q
                          QUARTER ENDED SEPTEMBER 30, 1995
          NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS - CONTINUED
                                    (Unaudited)
  
       E.W. Scripps
  
       On October 29, 1995,  the Company  announced  its agreement to purchase the
       cable television operations of The E.W. Scripps Company ("E.W. Scripps") in
       exchange  for shares of the  Company's  Class A Special  Common Stock worth
       $1.575 billion, subject to certain adjustments (the "Scripps Transaction").
       E.W.  Scripps' cable  properties,  including a pending  acquisition,  serve
       approximately 800,000 subscribers, with over 60% of the subscribers located
       in Sacramento,  California and  Chattanooga and Knoxville,  Tennessee.  The
       purchase  is  expected  to close in the  second  half of 1996,  subject  to
       shareholder and regulatory approval and certain other conditions.
  
       Share Repurchase Program
  
       Concurrent with the  announcement of the Scripps  Transaction,  the Company
       announced  that its Board of Directors has  authorized the repurchase of up
       to $500 million of its outstanding  publicly held common equity securities.
       The Company  expects any such  repurchases to be effected from time to time
       in  the  open  market  or  in  private  transactions,   subject  to  market
       conditions.
  
       Pro Forma Results
  
       The  following  pro forma  information  for the nine and three months ended
       September 30, 1995 and 1994 has been presented as if the acquisition of QVC
       occurred at the  beginning  of each period and the  acquisition  of Maclean
       Hunter occurred on January 1, 1994. This unaudited pro forma information is
       based on historical results of operations,  adjusted for acquisition costs,
       and is not  necessarily  indicative of what the results would have been had
       the Company operated the acquired entities since such dates.
  
  <TABLE>
  <CAPTION>
                                                                    (Dollars in thousands, except per share data)
                                                                    Nine Months Ended          Three Months Ended
                                                                     September 30,             September 30,
                                                                 1995(1)       1994(1)       1995        1994(1)
                                                                 -------       -------       ----        -------
  <S>                                                      <C>             <C>           <C>          <C>
                Revenue                                        $2,487,801   $2,154,514     $870,249     $747,858
  
                Loss before extraordinary items                   (36,668)    (111,333)      (1,953)     (36,391)
  
                Net loss                                          (42,075)    (123,036)      (7,360)     (36,391)
  
                Net loss per share                                   (.18)        (.52)        (.03)        (.15)
  <FN>
  
       (1)  Effective  April 1,  1995,  QVC  commenced  consolidating  its  United
            Kingdom ("UK")  operations.  Pro forma revenues presented above do not
            reflect revenues  relating to QVC's UK operations for periods prior to
            April 1, 1995. 
  </FN> 
  </TABLE>
  
  4.   INVESTMENTS
  
       The Company  holds  unrestricted  equity  investments  in certain  publicly
       traded  companies  with an  historical  cost of $104.8  million  and $186.6
       million as of September 30, 1995 and December 31, 1994,  respectively.  The
       Company has recorded these investments  (including the Company's investment
       in Nextel  common  stock as of December  31, 1994 - see Note 3),  which are
       classified as available for sale, at their  estimated fair values of $137.2
       million as of  September  30, 1995 and $192.6  million as of  December  31,
       1994.  The  unrealized  pre-tax  gains of $32.4  million and $6.0  million,
       respectively,  have been reported in the Company's  condensed  consolidated
       balance  sheet as decreases  in  stockholders'  deficiency,  net of related
       deferred income taxes.
  
  
  <PAGE>9
  
  
                        COMCAST CORPORATION AND SUBSIDIARIES
                                     FORM 10-Q
                          QUARTER ENDED SEPTEMBER 30, 1995
          NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS - CONTINUED
                                    (Unaudited)
  
       In  January   1995,   the  Company   exchanged  its  interest  in  Heritage
       Communications,  Inc. with TCI for Class A common shares of TCI with a fair
       market value of approximately $290 million. Shortly thereafter, the Company
       sold  certain of these  shares for total  proceeds  of  approximately  $188
       million  which were used to fund,  in part,  the  acquisition  of QVC. As a
       result of these transactions, the Company recognized a pre-tax gain of $141
       million in the first quarter of 1995.
  
       As a result of the QVC acquisition, the Company commenced consolidating the
       financial results of QVC,  effective  February 1, 1995, on a current basis.
       In the first  quarter  of 1995,  the  Company  recorded  its  proportionate
       interest in QVC's net income for the period from  November 1, 1994  through
       January 31, 1995. Such results were not previously  recorded by the Company
       since QVC was accounted  for under the equity method of accounting  and its
       proportionate  interest in QVC's  results of  operations  were recorded two
       months  in  arrears.  The  effect  of  this  one-time  adjustment  was  not
       significant to the Company's results of operations.
  
       The  difference   between  the  Company's   recorded   investment  and  its
       proportionate  interests  in the book  value of its equity  investees'  net
       assets is being amortized to equity in net income or loss, primarily over a
       period of twenty years, which is consistent with the estimated lives of the
       underlying assets.
  
       Summarized  financial  information for investments  accounted for under the
       equity method of accounting is as follows (dollars in thousands):
  
  <TABLE>
  <CAPTION>
                                                        Three Months        Nine Months                     Three Months
                                                            Ended              Ended                            Ended
                                                      January 31, 1995  September 30, 1995               September 30, 1995
                                                             QVC               Other        Combined (1)    Combined (1)
  <S>                                                    <C>               <C>              <C>             <C>
          Combined Results of Operations
             Revenue...................................   $425,921           $450,546         $876,467        $160,893
             Depreciation and amortization.............     12,992            109,006          121,998          38,941
             Operating income (loss)...................     58,247           (163,777)        (105,530)        (64,228)
                  Net income (loss) as reported
                    by affiliates......................    $28,333          ($238,461)       ($210,128)       ($92,587)
  
          Company's Equity in Net Income (Loss)
             Equity in current period net income
               (loss)..................................     $4,286           ($64,071)        ($59,785)       ($24,101)
             Amortization income (expense).............      1,194             (4,943)          (3,749)         (1,527)
                                                          --------           --------         --------        --------
             Total equity in net income (loss).........     $5,480           ($69,014)        ($63,534)       ($25,628)
                                                          ========           ========         ========        ======== 
  </TABLE>
  
  <TABLE>
  <CAPTION>
                                                                      September 30, 1995
                                                                         Combined (1)
  <S>                                                                 <C>
          Combined Financial Position
  
             Current assets.........................................       $310,614
             Noncurrent assets......................................      4,304,352
             Current liabilities....................................        262,204
             Noncurrent liabilities.................................      1,581,365
  <FN>
       (1)  Excludes the results of  operations  (subsequent  to January 31, 1995)
            and financial  position of QVC which was consolidated with the Company
            beginning in February 1995.
  </FN>
  </TABLE>
  
  
  
  <PAGE>10
  
  
                        COMCAST CORPORATION AND SUBSIDIARIES
                                     FORM 10-Q
                          QUARTER ENDED SEPTEMBER 30, 1995
          NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS - CONTINUED
                                    (Unaudited)
  
  <TABLE>
  <CAPTION>
                                                        Nine Months       Nine Months
                                                           Ended             Ended
                                                       July 31, 1994  September 30, 1994
                                                            QVC              Other          Combined
  <S>                                                   <C>            <C>              <C>
          Combined Results of Operations  
             Revenue...................................   $972,207         $248,653       $1,220,860
             Depreciation and amortization.............     31,877           81,049          112,926
             Operating income (loss)...................    117,434          (94,241)          23,193
                  Net income (loss) as reported
                    by affiliates......................    $26,637        ($123,758)        ($97,121)
  
          Company's Equity in Net Income (Loss)
             Equity in current period net income (loss)     $4,090         ($33,061)        ($28,971)
             Amortization income (expense).............      3,694           (4,140)            (446)
                                                        ----------       ----------       ----------
             Total equity in net income (loss).........     $7,784         ($37,201)        ($29,417)
                                                        ==========       ==========       ========== 
  </TABLE>
  
  <TABLE>
  <CAPTION>
                                                       Three Months      Three Months
                                                           Ended             Ended
                                                       July 31, 1994  September 30, 1994
                                                            QVC              Other          Combined
  <S>                                                    <C>              <C>             <C>
          Combined Results of Operations
             Revenue...................................   $303,277          $89,664         $392,941
             Depreciation and amortization.............     10,616           29,175           39,791
             Operating income (loss)...................     31,414          (38,715)          (7,301)
                  Net income (loss) as reported
                    by affiliates......................    $11,728         ($49,135)        ($37,407)
  
          Company's Equity in Net Income (Loss)
             Equity in current period net income (loss)     $1,807         ($12,555)        ($10,748)
             Amortization income (expense).............      1,208           (1,362)            (154)
                                                        ----------       ----------       ----------
             Total equity in net income (loss).........     $3,015         ($13,917)        ($10,902)
                                                        ==========       ==========       ========== 
  </TABLE>
  
  5.   LONG-TERM DEBT
  
       On May 16, 1995, the Company issued $250.0 million  principal amount of its
       9-3/8% senior  subordinated  debentures  due 2005. On October 3, 1995,  the
       Company  issued  $250.0  million  principal  amount  of its  9-1/8%  senior
       subordinated  debentures  due 2006.  On November 9, 1995,  Comcast UK Cable
       Partners  Limited  ("Comcast  UK"), a subsidiary of the Company,  agreed to
       sell  approximately  $517.3  million  principal  amount at  maturity of its
       11.20%  senior   discount   debentures  due  2007  for  gross  proceeds  of
       approximately  $300.0 million in a public  offering.  Closing of the public
       offering is anticipated to occur on November 15, 1995.
  
       The Company incurred debt extinguishment costs totaling $8.3 million during
       the  nine and  three  months  ended  September  30,  1995,  as a result  of
       refinancing  the  indebtedness  of certain  subsidiaries,  resulting in the
       Company  recording an  extraordinary  loss,  net of tax, of $5.4 million or
       $.02 per share.
  
       As a result of these  refinancings,  as of October 31, 1995, certain of the
       Company's  subsidiaries  had unused lines of credit totaling  approximately
       $1.5  billion.  Use of  these  unused  lines of  credit  is  restricted  to
       subsidiary debt  refinancing,  subsidiary  general  corporate  purposes and
       dividend declaration.
  
  
  <PAGE>11
  
  
                        COMCAST CORPORATION AND SUBSIDIARIES
                                     FORM 10-Q
                          QUARTER ENDED SEPTEMBER 30, 1995
          NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS - CONTINUED
                                    (Unaudited)
  
       The Company paid premiums and expensed  unamortized debt acquisition  costs
       totaling  $18.0  million  during the nine months ended  September 30, 1994,
       primarily  as a result of the  redemption  of its $150.0  million,  11-7/8%
       senior subordinated debentures due 2004, resulting in the Company recording
       an extraordinary loss, net of tax, of $11.7 million or $.05 per share.
  
       The Company has entered into interest rate protection products to limit the
       Company's exposure to loss from adverse  fluctuations in interest rates. As
       of September 30, 1995,  $815.0 million of the Company's  variable rate debt
       was protected by these products.  Such  agreements  mature on various dates
       through  1997 and the  related  differentials  to be paid or  received  are
       recognized over the terms of the related agreements.
  
  6.   STATEMENT OF CASH FLOWS - SUPPLEMENTAL INFORMATION
  
       The Company made interest payments of approximately $334.4 million,  $193.4
       million,  $124.3 million and $56.8 million during the nine and three months
       ended September 30, 1995 and 1994, respectively.
  
       The Company redeemed its 7% convertible subordinated debentures due 2001 on
       February 27, 1994 (accreted  value of $152.1  million).  In connection with
       such  redemption,  substantially  all of the debentures were converted into
       13.5 million shares of Class A Special Common Stock of the Company.
  
  7.   CONTINGENCIES
  
       The Company is subject to claims which arise in the ordinary  course of its
       business and other legal  proceedings.  In the opinion of  management,  the
       amount  of  ultimate  liability  with  respect  to these  actions  will not
       materially  affect the  financial  position or results of operations of the
       Company.
  
       The Company currently is seeking to justify rates for regulated services in
       certain of its cable systems in the States of New Jersey and Connecticut on
       the basis of cost-of-service  showings.  A settlement has been reached with
       the State of New Jersey with respect to rates for basic cable  services and
       equipment. The State of Connecticut has ordered the Company to reduce rates
       for basic cable services and equipment and to make refunds to  subscribers.
       The Connecticut  decision has been appealed to the FCC. The Company and the
       FCC staff have  reached  agreement,  subject  to  Commission  approval,  on
       outstanding  cost-of-service rate complaints for cable programming services
       for  systems  in the States of New Jersey  and  Connecticut.  The  proposed
       settlement  will  also  resolve  outstanding   complaints  with  regard  to
       "benchmark"   rate  regulation  in  other  systems.   Absent   legislative,
       administrative  or judicial  relief,  the FCC regulations  will continue to
       adversely affect the Company's results of operations.
  
  
  
  <PAGE>12
  
  
                        COMCAST CORPORATION AND SUBSIDIARIES
                                     FORM 10-Q
                          QUARTER ENDED SEPTEMBER 30, 1995
          NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS - CONCLUDED
                                    (Unaudited)
  
  8.   FINANCIAL DATA BY BUSINESS SEGMENT
       (Dollars in thousands)
  
  <TABLE>
  <CAPTION>
                                                     Domestic
                                                       Cable        Electronic      Cellular       Corporate
                                                  Communications     Retailing   Communications  and Other (1)       Total
  <S>                                            <C>             <C>             <C>              <C>           <C>
  Nine Months Ended September 30, 1995
  Revenue.....................................      $1,078,033       $975,917       $274,243         $29,234     $2,357,427
  Depreciation and amortization...............         278,862         61,810        177,205          16,798        534,675
  Operating income (loss).....................         250,793         93,266        (66,469)        (67,691)       209,899
  Interest expense............................         185,371         55,275         54,062          93,659        388,367
  Capital expenditures and acquisitions.......         182,082      1,325,059        252,290          88,214      1,847,645
  Equity in net (losses) income of
      affiliates..............................         (12,143)           428           (830)        (50,989)       (63,534)
  
  Three Months Ended September 30, 1995
  Revenue.....................................        $368,453       $391,491        $97,830         $12,475       $870,249
  Depreciation and amortization...............          95,196         24,804         21,981           5,651        147,632
  Operating income (loss).....................          86,759         34,901         17,974         (23,122)       116,512
  Interest expense............................          61,467         20,459         18,485          37,405        137,816
  Capital expenditures and acquisitions.......          69,395          7,465         26,021          36,731        139,612
  Equity in net losses of affiliates..........          (5,222)          (180)          (295)        (19,931)       (25,628)
  
  As of September 30, 1995
  Assets......................................      $4,592,759     $1,940,826     $1,237,823      $1,465,969     $9,237,377
  Long-term debt, less current portion........       2,877,481      1,013,007        906,711       1,822,296      6,619,495
  
  Nine Months Ended September 30, 1994
  Revenue.....................................        $792,523    $                 $205,393         $17,171     $1,015,087
  Depreciation and amortization...............         166,448                        66,285          10,576        243,309
  Operating income (loss).....................         219,141                        22,994         (49,246)       192,889
  Interest expense............................         109,652                        41,791          77,021        228,464
  Capital expenditures and acquisitions.......         131,811                        46,305          15,231        193,347
  Equity in net (losses) income of
      affiliates..............................          (6,364)         7,784                        (30,837)       (29,417)
  
  Three Months Ended September 30, 1994
  Revenue.. ..................................        $265,901    $                  $74,407          $5,436       $345,744
  Depreciation and amortization ..............          56,307                        22,651           3,857         82,815
  Operating income (loss) ....................          72,303                         9,101         (18,094)        63,310
  Interest expense ...........................          36,889                        14,398          24,425         75,712
  Capital expenditures and acquisitions ......          50,773                        22,077           7,010         79,860
  Equity in net (losses) income of
      affiliates .............................          (1,877)         3,015                        (12,040)       (10,902)
  - ---------------
  <FN>
  
  (1)  Corporate and other includes certain  operating  businesses and elimination
       entries related to the segments presented.
  </FN>
  </TABLE>
  
  <PAGE>13
  
  
                        COMCAST CORPORATION AND SUBSIDIARIES
                                     FORM 10-Q
                          QUARTER ENDED SEPTEMBER 30, 1995
  
  ITEM 2. MANAGEMENT'S  DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
          OF OPERATIONS
  
  Overview
  
  The Company has  experienced  significant  growth in recent  years both  through
  strategic  acquisitions and growth in its existing  businesses.  The Company has
  historically  met its cash  needs for  operations  through  its cash  flows from
  operating   activities.   Cash   requirements   for   acquisitions  and  capital
  expenditures  have been provided through the Company's  financing  activities as
  well as its existing cash and cash equivalents and short-term investments.
  
  General Developments of Business
  
  QVC
  
  In February 1995, the Company and Tele-Communications, Inc. ("TCI") acquired all
  of the  outstanding  stock of QVC,  Inc.  ("QVC")  not  previously  owned by the
  Company and TCI  (approximately 65% of such shares on a fully diluted basis) for
  $46, in cash, per share.  The total cost of acquiring the outstanding  shares of
  QVC was approximately $1.4 billion.  Following the acquisition,  the Company and
  TCI own, through their respective subsidiaries, 57.45% and 42.55%, respectively,
  of QVC. The Company has  accounted  for the QVC  acquisition  under the purchase
  method of accounting and QVC has been consolidated with the Company beginning in
  February  1995.  The  allocation  of  the  purchase  price  to  the  assets  and
  liabilities of QVC is preliminary pending receipt of a final appraisal.
  
  The acquisition of QVC,  including the exercise of certain  warrants held by the
  Company, was financed with cash contributions from the Company and TCI of $296.3
  million and $6.6 million, respectively,  borrowings of $1.1 billion under a $1.2
  billion QVC credit facility and existing cash and cash equivalents held by QVC.
  
  Liberty Media Corporation,  a subsidiary of TCI, may, at certain times following
  February 9, 2000, trigger the exercise of certain exit rights.
  
  Maclean Hunter
  
  On December 22, 1994, the Company,  through Comcast MHCP Holdings,  L.L.C.  (the
  "LLC"),  acquired the U.S. cable television and alternate  access  operations of
  Maclean  Hunter  Limited  ("Maclean  Hunter")  from Rogers  Communications  Inc.
  ("RCI")  and  all of the  outstanding  shares  of  Barden  Communications,  Inc.
  (collectively,  such  acquisitions  are  referred  to  as  the  "Maclean  Hunter
  Acquisition") for approximately $1.2 billion (subject to certain adjustments) in
  cash.  The  Company  and the  California  Public  Employees'  Retirement  System
  ("CalPERS")   invested   approximately   $305.0  million  and  $250.0   million,
  respectively, in the LLC, which is owned 55% by a wholly owned subsidiary of the
  Company and 45% by CalPERS,  and is managed by the Company.  The Maclean  Hunter
  Acquisition,  including  certain  transaction  costs,  was  financed  with  cash
  contributions  from the LLC of $555.0  million and  borrowings of $715.0 million
  under an $850.0  million  Maclean  Hunter  credit  facility.  At any time  after
  December 18, 2001,  CalPERS may elect to liquidate  its interest in the LLC at a
  price based upon the fair value of CalPERS' interest in the LLC, adjusted, under
  certain  circumstances,  for certain  performance  criteria relating to the fair
  value of the LLC or to the  Company's  common stock.  Except in certain  limited
  circumstances,   the  Company,   at  its  option,  may  satisfy  this  liquidity
  arrangement by purchasing  CalPERS'  interest for cash,  through the issuance of
  the Company's  common stock (subject to certain  limitations)  or by selling the
  LLC. The Maclean Hunter  Acquisition was accounted for under the purchase method
  of accounting and Maclean Hunter is consolidated with the Company as of December
  31, 1994.
  
  <PAGE>14
  
  
                        COMCAST CORPORATION AND SUBSIDIARIES
                                     FORM 10-Q
                          QUARTER ENDED SEPTEMBER 30, 1995
  
  The  allocation of the purchase  price to the assets and  liabilities of Maclean
  Hunter is preliminary  pending the final purchase price  adjustment  between the
  Company and RCI. The terms of the Maclean Hunter Acquisition  provide for, among
  other things, the indemnification of the Company by RCI for certain liabilities,
  including tax  liabilities,  relating to Maclean Hunter prior to the acquisition
  date.
  
  Sprint Telecommunications Venture
  
  On  March  28,  1995,  subsidiaries  of the  Company,  TCI,  Sprint  Corporation
  ("Sprint") and Cox Communications,  Inc. ("Cox") formed several  partnerships to
  engage in the business of providing  wireless and wireline  telephony  services.
  The  principal  partnership  is known as the Sprint  Telecommunications  Venture
  ("STV").  The parties have agreed that STV and its affiliated  partnerships will
  be the exclusive vehicles for their respective  investments in certain specified
  telecommunications  activities,  subject to certain limited exceptions.  STV and
  the parties will  cross-promote  telecommunications  products and services using
  the "Sprint" brand name with cable services and products  branded by Cox, TCI or
  the Company in their cable television  systems.  A partnership owned entirely by
  subsidiaries of the Company,  known as Comcast Telephony  Services,  owns 15% of
  STV and, indirectly, each of STV's affiliated partnerships.
  
  STV will engage in the business of providing wireless  communications  services,
  primarily personal communication  services ("PCS"),  through a partnership known
  as WirelessCo.  Through WirelessCo, the partners propose to create and operate a
  seamless,  integrated,  nationwide wireless  communications  network. During the
  term of a trademark license from an affiliate of Sprint,  WirelessCo's  services
  will be marketed under the "Sprint" brand name.
  
  WirelessCo  was  the  successful  bidder  for 29  PCS  licenses  in the  auction
  conducted by the Federal  Communications  Commission  ("FCC") from December 1994
  through  mid-March  1995. The purchase price for the licenses was  approximately
  $2.11 billion,  all of which has been paid to the FCC. WirelessCo may also elect
  to bid in subsequent auctions for PCS licenses. In addition,  WirelessCo has and
  may continue to invest in other entities that hold PCS licenses, may acquire PCS
  licenses  from other  license  holders  and may  affiliate  with  other  license
  holders.
  
  STV will also  engage in the  business of  providing  local  wireline  telephone
  service for both business and residential customers, primarily through the cable
  networks of cable  television  operators that affiliate with the  partnership in
  exchange for agreed upon  compensation.  Cox, TCI and the Company have agreed to
  affiliate  their cable  systems  with STV to the extent  that their  systems are
  located in markets  designated  in STV's  business  plan.  The offering of local
  wireline  telephone  services  by the  partnership  will  require the removal of
  regulatory and legislative barriers to local telephone competition.
  
  The STV  partners  intend  that the  partnership  will  succeed to the  business
  currently  conducted  by Cox,  TCI and the Company,  together  with  Continental
  Cablevision,  Inc.  ("Continental"),  through Teleport Communications Group Inc.
  and TCG Partners  (collectively,  "TCG"). TCG is one of the largest  competitive
  access  providers in the United  States.  Pursuant to a  contribution  agreement
  entered into on March 28, 1995, Cox, TCI and the Company have agreed, subject to
  the  satisfaction of certain  conditions,  to contribute to STV their respective
  interests in TCG and in various local joint ventures among local cable operators
  and  TCG.  Such  contributions  will be  subject  to the  receipt  of  necessary
  regulatory approvals and the satisfaction of other conditions.  In addition, the
  cable partners intend to negotiate with Continental,  which owns that portion of
  TCG that is not owned by Cox, TCI or the Company,  regarding the  acquisition of
  its interest by such cable partners.
  
  E.W. Scripps
  
  On October 29, 1995,  the Company  announced its agreement to purchase the cable
  television  operations of The E.W. Scripps Company ("E.W.  Scripps") in exchange
  for shares of the Company's  Class A Special Common Stock worth $1.575  billion,
  subject to certain adjustments (the "Scripps Transaction").  E.W. Scripps' cable
  properties, including
  
  <PAGE>15
  
  
                        COMCAST CORPORATION AND SUBSIDIARIES
                                     FORM 10-Q
                          QUARTER ENDED SEPTEMBER 30, 1995
  
  a pending acquisition, serve approximately 800,000 subscribers, with over 60% of
  the subscribers located in Sacramento, California and Chattanooga and Knoxville,
  Tennessee. The purchase is expected to close in the second half of 1996, subject
  to shareholder and regulatory approval and certain other conditions.
  
  Share Repurchase Program
  
  Concurrent  with  the  announcement  of the  Scripps  Transaction,  the  Company
  announced  that its Board of Directors has  authorized  the  repurchase of up to
  $500 million of its  outstanding  publicly  held common equity  securities.  The
  Company  expects any such  repurchases  to be effected  from time to time in the
  open market or in private transactions, subject to market conditions.
  
                                --------------------
  
  Liquidity and Capital Resources
  
  Cash and cash  equivalents  and short-term  investments as of September 30, 1995
  and December 31, 1994 were $828.4 million and $465.5  million,  respectively.  A
  portion  of these  cash  and cash  equivalents  is held by  subsidiaries  of the
  Company and is restricted to the use by these  subsidiaries under contractual or
  other arrangements.
  
  The Company's cash and cash equivalents and short-term  investments are recorded
  at cost  which  approximates  their fair  value.  At  September  30,  1995,  the
  Company's  short-term  investments  of $211.9  million  had a  weighted  average
  maturity  of  approximately  14 months.  However,  due to their  high  degree of
  liquidity  and the intent of management  to use these  investments  as needed to
  fund its commitments, the Company considers these as current assets.
  
  In January 1995, the Company exchanged its interest in Heritage  Communications,
  Inc.  with TCI for  Class A common  shares  of TCI with a fair  market  value of
  approximately $290 million (the "Heritage Transaction"). Shortly thereafter, the
  Company sold certain of these shares for total  proceeds of  approximately  $188
  million which were used to fund, in part, the acquisition of QVC. As a result of
  these transactions, the Company recognized a pre-tax gain of $141 million in the
  first quarter of 1995.
  
  In April 1995, the Company exercised certain  preemptive rights under previously
  existing  agreements with Nextel  Communications,  Inc.  ("Nextel")  whereby the
  Company has elected to purchase  approximately  9 million  newly  issued  Nextel
  shares at $12.25 per share for a total cost of  approximately  $110 million (the
  "Nextel Share Purchase  Commitment").  The purchase is contingent on the closing
  of an acquisition transaction by Nextel which is expected to occur in the fourth
  quarter of 1995.
  
  In July 1995,  the Company sold 11.3 million  shares of Nextel  common stock for
  $212.6 million (the "Nextel Transaction").  As a result of this transaction, the
  Company recognized a pre-tax gain of $36.2 million in the third quarter of 1995.
  The Company  continues to hold options to acquire 25.0 million  shares of Nextel
  common stock in addition to the Nextel Share Purchase Commitment.
  
  In May 1995, the Company  completed the initial phase of its exchange  agreement
  with McCaw  Cellular  Communications,  Inc.  whereby the Company  acquired a 75%
  interest in the entity that holds the Ocean County,  NJ Rural  Statistical  Area
  ("RSA")  cellular  license  (the "Ocean  County  Licensee")  in exchange for the
  Company's  Hunterdon  County, NJ RSA cellular license and $37.8 million in cash.
  The Company  acquired the remaining 25% interest in the Ocean County Licensee in
  October 1995 for $17.4 million.
  
  Subject to agreement upon an initial  business plan, the partners have committed
  to contribute  $4.4 billion in cash to STV during the next three years, of which
  the Company's share would be $660 million,  subject to reduction  resulting from
  the method of crediting  in-kind  contributions  to STV by the partners.  Of the
  $660  million  funding  requirement,  the  Company  has made total cash  capital
  contributions to WirelessCo of approximately $338.8 million
  
  <PAGE>16
  
  
                        COMCAST CORPORATION AND SUBSIDIARIES
                                     FORM 10-Q
                          QUARTER ENDED SEPTEMBER 30, 1995
  
  through  September 30, 1995. The partners'  capital  contributions to WirelessCo
  have been  principally  used to pay for the 29 PCS licenses  acquired in the FCC
  auction and to acquire  interests  in another  entity that holds a PCS  license.
  Additional  equity  requirements  of STV will be funded by the partners  through
  capital  contributions  to STV in proportion to their ownership  interests.  The
  Company anticipates that STV's capital  requirements over the next several years
  will be  significant.  These  requirements  are planned to be funded by external
  financing by STV in addition to capital contributions by the partners.  Although
  it is anticipated that external financing will be available to STV on acceptable
  terms and conditions, no assurances can be given as to such availability.
  
  On May 16, 1995,  the Company  issued  $250.0  million  principal  amount of its
  9-3/8% senior subordinated  debentures due 2005. On October 3, 1995, the Company
  issued  $250.0  million  principal  amount  of its  9-1/8%  senior  subordinated
  debentures  due 2006.  On November 9, 1995,  Comcast UK Cable  Partners  Limited
  ("Comcast UK"), a subsidiary of the Company, agreed to sell approximately $517.3
  million  principal  amount at maturity of its 11.20% senior discount  debentures
  due  2007  for  gross  proceeds  of  approximately  $300.0  million  in a public
  offering. Closing of the public offering is anticipated to occur on November 15,
  1995.
  
  As of October 31, 1995,  certain of the Company's  subsidiaries had unused lines
  of credit  totaling  approximately  $1.5  billion.  Use of these unused lines of
  credit  is  restricted  to  subsidiary  debt  refinancing,   subsidiary  general
  corporate purposes and dividend declaration.
  
  The Company expects to continue to recognize  significant losses and to continue
  to pay  dividends;  therefore,  it  anticipates  that it will continue to have a
  deficiency  in  stockholders'  equity  that will  increase  for the  foreseeable
  future.   The   telecommunications   industry,   including  cable  and  cellular
  communications,   and  the  electronic   retailing   industry  are  experiencing
  increasing  competition and rapid  technological  changes.  The Company's future
  results of operations will be affected by its ability to react to changes in the
  competitive  environment  and by its  ability  to  implement  new  technologies.
  However,  management  believes that competition,  technological  changes and its
  deficiency in stockholders'  equity will not significantly affect its ability to
  obtain financing.
  
  The Company  believes  that it will be able to meet its  current  and  long-term
  liquidity and capital  requirements,  including its fixed  charges,  through its
  cash flows from operating  activities,  existing cash and cash  equivalents  and
  short-term  investments,  sales of assets,  lines of credit  and other  external
  financing.
  
  Statement of Cash Flows
  
  Net cash provided by operating  activities amounted to $371.7 million and $255.1
  million during the nine months ended September 30, 1995 and 1994,  respectively.
  The increase of $116.6 million is principally  due to the effects of the QVC and
  Maclean Hunter acquisitions, offset by changes in working capital as a result of
  seasonality  of QVC's  business  and the timing of the  Company's  receipts  and
  disbursements.
  
  Net  cash  provided  by (used  in)  financing  activities,  which  includes  the
  issuances of securities as well as  borrowings,  was $1.921 billion and ($148.3)
  million during the nine months ended September 30, 1995 and 1994,  respectively.
  During the nine months ended  September 30, 1995,  the Company  borrowed  $3.112
  billion  including $1.1 billion in connection with the QVC  acquisition,  $1.085
  billion  in   connection   with  the   refinancing   of  certain   subsidiaries'
  indebtedness,  $300.9  million  associated  with the  funding  of STV and $250.0
  million principal amount of the Company's 9-3/8% senior subordinated  debentures
  due 2005.  In addition,  during the nine months ended  September  30, 1995,  the
  Company  redeemed and retired  $1.161  billion of its long-term  debt  including
  $904.8  million in  connection  with the  refinancing  of certain  subsidiaries'
  indebtedness.  During the nine months  ended  September  30,  1994,  the Company
  repurchased  or  redeemed  and retired  $470.9  million of its  long-term  debt,
  including the Company's $150.0 million,  11-7/8% senior subordinated  debentures
  due 2004,  and  received  $209.4  million  from the  issuance of common stock of
  Comcast UK.
  
  <PAGE>17
  
  
                        COMCAST CORPORATION AND SUBSIDIARIES
                                     FORM 10-Q
                          QUARTER ENDED SEPTEMBER 30, 1995
  
  Net cash used in  (provided  by)  investing  activities  was $2.012  billion and
  ($72.2)  million  during the nine  months  ended  September  30,  1995 and 1994,
  respectively.  During the nine months ended September 30, 1995, net cash used in
  investing  activities  includes  acquisitions of $1.371  billion,  including the
  acquisition  of QVC,  net of  cash  acquired,  additional  cash  investments  in
  affiliates of $458.0 million,  including capital  contributions to STV of $320.7
  million, additions to property and equipment of $476.6 million and net purchases
  of short-term investments of $81.8 million. Such amounts were offset by proceeds
  from sales of long-term  investments of $400.7  million.  During the nine months
  ended  September  30,1994,  net  proceeds  of  $320.9  million  from the sale of
  short-term  investments  were used  principally  to redeem and retire  long-term
  debt.  In  addition,  during the nine  months  ended  September  30,  1994,  the
  Company's  capital  expenditures  and additional cash  investments in affiliates
  were $171.2 million and $61.6 million, respectively.
  
  Results of Operations
  
  The effects of the QVC and  Maclean  Hunter  acquisitions  have been to increase
  significantly  the  Company's  revenues  and expenses  resulting in  substantial
  increases  in  its  operating  income  before   depreciation  and  amortization,
  depreciation and  amortization  expense and net interest expense (see "Operating
  Results  by  Business   Segment"  below).  As  a  result  of  the  increases  in
  depreciation and amortization expense and interest expense associated with these
  acquisitions and their financing,  it is expected that the Company will continue
  to recognize substantial losses for the foreseeable future.
  
  Summarized  consolidated  financial information for the Company for the nine and
  three  months  ended  September  30,  1995 and 1994 is as  follows  (dollars  in
  millions, "NM" denotes percentage is not meaningful):
  
  <TABLE>
  <CAPTION>
                                                                     Nine Months Ended
                                                                       September 30,          Increase / (Decrease)
                                                                     1995         1994           $            %
  <S>                                                            <C>          <C>           <C>          <C>
  Revenue                                                          $2,357.4     $1,015.1     $1,342.3       132.2%
  Cost of goods sold from electronic retailing                        584.6                     584.6          NM
  Operating, selling, general and administrative expenses           1,028.2        578.9        449.3        77.6%
                                                                   --------     --------
  Operating income before depreciation and
     amortization (1)                                                 744.6        436.2        308.4        70.7%
  Depreciation and amortization                                       534.7        243.3        291.4       119.8%
                                                                   --------     --------
  Operating income                                                    209.9        192.9         17.0         8.8%
                                                                   --------     --------
  Interest expense                                                    388.4        228.5        159.9        70.0%
  Investment income                                                  (216.8)       (15.1)       201.7          NM
  Equity in net losses of affiliates                                   63.5         29.4         34.1       116.0%
  Minority interest and other                                         (25.8)        (3.5)        22.3          NM
  Income tax expense (benefit)                                         32.5         (0.6)        33.1          NM
  Extraordinary items                                                  (5.4)       (11.7)        (6.3)      (53.8%)
                                                                   --------     --------
  Net loss                                                           ($37.3)      ($57.5)      ($20.2)      (35.1%)
                                                                   ========     ========
  </TABLE>
  
  <PAGE>18
  
  
                        COMCAST CORPORATION AND SUBSIDIARIES
                                     FORM 10-Q
                          QUARTER ENDED SEPTEMBER 30, 1995
  
  <TABLE>
  <CAPTION>
                                                                    Three Months Ended
                                                                       September 30,          Increase / (Decrease)
                                                                     1995         1994           $            %
  <S>                                                          <C>            <C>            <C>           <C>
  Revenue                                                            $870.2       $345.7       $524.5       151.7%
  Cost of goods sold from electronic retailing                        234.4                     234.4          NM
  Operating, selling, general and administrative expenses             371.7        199.6        172.1        86.2%
                                                                   --------     --------
  Operating income before depreciation and
     amortization (1)                                                 264.1        146.1        118.0        80.8%
  Depreciation and amortization                                       147.6         82.8         64.8        78.3%
                                                                   --------     --------
  Operating income                                                    116.5         63.3         53.2        84.0%
                                                                   --------     --------
  Interest expense                                                    137.8         75.7         62.1        82.0%
  Investment income                                                   (51.4)        (5.0)        46.4          NM
  Equity in net losses of affiliates                                   25.6         10.9         14.7       134.9%
  Minority interest and other                                         (12.0)        (0.1)        11.9          NM
  Income tax expense (benefit)                                         18.4         (1.0)        19.4          NM
  Extraordinary items                                                  (5.4)                      5.4          NM
                                                                   --------     --------
  Net loss                                                            ($7.3)      ($17.2)       ($9.9)      (57.6%)
                                                                   ========     ========
  - ------------
  <FN>
  (1)  Operating income before  depreciation and amortization is commonly referred
       to in the Company's  businesses as "operating  cash flow."  Operating  cash
       flow is a measure of a company's  ability to  generate  cash to service its
       obligations, including debt service obligations, and to finance capital and
       other  expenditures.  In part due to the  capital  intensive  nature of the
       Company's  businesses  and the  resulting  significant  level  of  non-cash
       depreciation  and amortization  expense,  operating cash flow is frequently
       used as one of the bases for comparing the Company's businesses.  Operating
       cash flow does not purport to represent  net income or net cash provided by
       operating  activities,  as those terms are defined under generally accepted
       accounting  principles,  and should not be considered as an  alternative to
       such  measurements  as an  indicator  of  the  Company's  performance.  See
       "Statement  of Cash Flows" above for a discussion  of net cash  provided by
       operating activities.
  </FN>
  </TABLE>
  
  Operating Results by Business Segment
  
  Domestic  Cable  Communications  
  
  The following  table sets forth  operating  results for the  Company's  domestic
  cable communications segment (dollars in millions).
  
  <TABLE>
  <CAPTION>
                                                         Nine Months Ended
                                                            September 30,                        Increase
                                                        1995             1994              $                 %
  <S>                                               <C>              <C>                <C>              <C>
  Service income                                      $1,078.0           $792.5           $285.5            36.0%
  Operating, selling, general and
       administrative expenses                           548.3            406.9            141.4            34.8%
                                                      --------           ------           ------
  Operating income before depreciation
       and amortization (a)                              529.7            385.6            144.1            37.4%
  </TABLE>
  
  <TABLE>
  <CAPTION>
                                                         Three Months Ended
                                                            September 30,                        Increase
                                                        1995             1994              $                 %
  <S>                                               <C>              <C>                <C>              <C>
  Service income                                        $368.5           $265.9           $102.6            38.6%
  Operating, selling, general and
       administrative expenses                           186.5            137.3             49.2            35.8%
                                                      --------           ------           ------
  Operating income before depreciation
       and amortization (a)                              182.0            128.6             53.4            41.5%
  - ---------------
  <FN>
  (a)  See footnote (1) above.
  </FN>
  </TABLE>
  
  <PAGE>19
  
  
                        COMCAST CORPORATION AND SUBSIDIARIES
                                     FORM 10-Q
                          QUARTER ENDED SEPTEMBER 30, 1995
  
  The Maclean Hunter acquisition accounted for $199.9 million and $67.9 million of
  the  increases in service  income for the nine and three month periods from 1994
  to 1995,  respectively.  Of the remaining  respective increases of $85.6 million
  and  $34.7  million,  $32.4  million  and  $10.2  million,   respectively,   are
  attributable   to  subscriber   growth,   $39.6   million  and  $18.0   million,
  respectively,  relate to  changes  in rates,  which  include  the  change in the
  estimated  effects of cable rate  regulation,  $10.3  million and $4.0  million,
  respectively, result from growth in cable advertising sales and $3.3 million and
  $2.5 million, respectively, relate to growth in other product offerings.
  
  The Maclean Hunter acquisition accounted for $107.8 million and $36.5 million of
  the increases in operating, selling, general and administrative expenses for the
  nine and three month periods from 1994 to 1995,  respectively.  Of the remaining
  respective increases of $33.6 million and $12.7 million,  $15.7 million and $4.8
  million,  respectively,  are  attributable  to  increases  in the costs of cable
  programming as a result of subscriber  growth,  additional channel offerings and
  changes in rates, $5.4 million and $1.8 million,  respectively, are attributable
  to increases in expenses  associated with the growth in cable  advertising sales
  and $12.5 million and $6.1 million,  respectively,  result from increases in the
  cost of labor and other volume  related  expenses.  It is  anticipated  that the
  Company's  cost of  cable  programming  will  increase  in the  future  as cable
  programming rates increase and additional  sources of cable  programming  become
  available.
  
  Electronic Retailing
  
  As a result of the QVC  acquisition,  the Company  commenced  consolidating  the
  financial  results of QVC,  effective  February 1, 1995, on a current basis. The
  following table presents  comparative  pro forma  financial  information for the
  nine and three months ended September 30, 1995 and 1994 and is presented  herein
  for purposes of analysis and may not reflect what actual operating results would
  have been had the Company owned QVC since January 1, 1994 (dollars in millions).
  
  <TABLE>
  <CAPTION>
                                                        Nine Months Ended
                                                           September 30,                         Increase
                                                       1995              1994               $                 %
  <S>                                               <C>               <C>               <C>                <C>
  Net sales from electronic retailing                 $1,107.4           $949.3            $158.1           16.7%
  Cost of goods sold from electronic retailing           662.7            577.7              85.0           14.7%
  Operating, selling, general and administrative
       expenses                                          266.2            230.0              36.2           15.7%
                                                      --------           ------            ------
  Operating income before depreciation
       and amortization (a)                              178.5            141.6              36.9           26.1%
  
  Cost of goods sold as a percentage of net sales         59.8%            60.9%
  </TABLE>
  
  <TABLE>
  <CAPTION>
                                                        Three Months Ended
                                                            September 30,                        Increase
                                                       1995              1994               $                 %
  <S>                                                 <C>               <C>              <C>             <C>
  Net sales from electronic retailing                   $391.5           $339.9             $51.6           15.2%
  Cost of goods sold from electronic retailing           234.4            208.8              25.6           12.3%
  Operating, selling, general and administrative
       expenses                                           97.4             83.9              13.5           16.1%
                                                      --------           ------            ------
  Operating income before depreciation
       and amortization (a)                               59.7             47.2              12.5           26.5%
  
  Cost of goods sold as a percentage of net sales         59.9%            61.4%
  - ---------------
  <FN>
  (a)  See footnote (1) on page 18.
  </FN>
  </TABLE>
  
  
  <PAGE>20
  
  
                        COMCAST CORPORATION AND SUBSIDIARIES
                                     FORM 10-Q
                          QUARTER ENDED SEPTEMBER 30, 1995
  
  The  consolidation  of QVC's United Kingdom  operations  effective April 1, 1995
  resulted in increases in net sales from  electronic  retailing of $26.5  million
  and  $14.7  million  for the nine and  three  month  periods  from 1994 to 1995,
  respectively.  The remaining  respective  increases of $131.6  million and $36.9
  million include QVC's new businesses,  which  contributed $11.7 million and $4.3
  million, respectively, and the effects of 9% and 10% increases, respectively, in
  the average number of QVC homes receiving QVC services.
  
  The increase in cost of goods sold from electronic retailing is directly related
  to the growth in net sales. As a percentage of net sales, cost of goods sold has
  remained  relatively constant from 1994 to 1995. The increase in gross margin is
  due to a slight change in product mix which  resulted in the decrease in cost of
  goods sold as a percentage of net sales.
  
  The  consolidation  of QVC's United Kingdom  operations  effective April 1, 1995
  resulted in increases in operating, selling, general and administrative expenses
  of $11.8 million and $5.7 million for the nine and three month periods from 1994
  to 1995,  respectively.  The remaining respective increases of $24.4 million and
  $7.8 million are  attributable to higher sales volume,  increases in advertising
  costs and additional costs associated with new businesses.
  
  Cellular Communications
  
  The following table sets forth the operating results for the Company's  cellular
  communications segment (dollars in millions).
  
  <TABLE>
  <CAPTION>
                                                         Nine Months Ended
                                                            September 30,                        Increase
                                                       1995              1994               $                 %
  <S>                                               <C>               <C>                <C>             <C>
  Service Income                                        $274.2           $205.4             $68.8           33.5%
  Operating, selling, general and administrative
       expenses                                          163.5            116.1              47.4           40.8%
                                                      --------           ------            ------
  Operating income before depreciation
       and amortization (a)                              110.7             89.3              21.4           24.0%
  </TABLE>
  
  <TABLE>
  <CAPTION>
                                                         Three Months Ended
                                                            September 30,                        Increase
                                                       1995              1994               $                 %
  <S>                                                <C>                <C>              <C>               <C>
  Service Income                                         $97.8            $74.4             $23.4           31.5%
  Operating, selling, general and administrative
       expenses                                           57.8             42.6              15.2           35.7%
                                                      --------           ------            ------
  Operating income before depreciation
       and amortization (a)                               40.0             31.8               8.2           25.8%
  - ---------------
  <FN>
  (a)  See footnote (1) on page 18.
  </FN>
  </TABLE>
  
  Of the  increases  in service  income for the nine and three month  periods from
  1994 to 1995, $77.0 million and $25.4 million, respectively, are attributable to
  the Company's  subscriber growth,  $9.5 million and $3.7 million,  respectively,
  are  attributable  to growth in roamer revenue as a result of the overall growth
  in the cellular  industry and $2.0 million and $1.1 million,  respectively,  are
  attributable to new products.  Offsetting these increases are decreases of $19.7
  million and $6.8 million, respectively, resulting from reductions
  
  <PAGE>21
  
  
                        COMCAST CORPORATION AND SUBSIDIARIES
                                     FORM 10-Q
                          QUARTER ENDED SEPTEMBER 30, 1995
  
  in average  minutes-of-use per cellular subscriber from 1994 to the same periods
  in 1995.  The Company  expects that the decrease in average  minutes-of-use  per
  cellular subscriber to continue in the future, which is consistent with industry
  trends.
  
  Of the increases in operating,  selling, general and administrative expenses for
  the nine and three  month  periods  from 1994 to 1995,  $24.6  million  and $6.5
  million,  respectively, are related to subscriber growth, including the costs to
  acquire and service  subscribers.  The remaining  increases of $22.8 million and
  $8.7 million,  respectively,  are due to increases in other expenses,  including
  subscriber retention costs, theft of service and administrative costs.
  
  Consolidated Analysis
  
  The  increases  in  depreciation  and  amortization   expense  are  due  to  the
  acquisitions of QVC and Maclean Hunter, the effects of the rebuild of certain of
  the Company's cellular equipment,  as described below, and capital  expenditures
  during the periods.
  
  In 1995, the Company's cellular division purchased  approximately $172.0 million
  of switching and cell site equipment  which replaced the existing  switching and
  cell site equipment.  The Company  completed the rebuild in the third quarter of
  1995. In  accordance  with the  provisions of Statement of Financial  Accounting
  Standards No. 121,  "Accounting for the Impairment of Long-Lived  Assets and for
  Long-Lived  Assets to be  Disposed  Of," during the first  quarter of 1995,  the
  Company charged to its results of operations  approximately $110.0 million which
  represented the difference  between the net book value of the equipment replaced
  and the  residual  value  realized  upon  its  disposal.  This  charge  has been
  reflected in the Company's  condensed  consolidated  statement of operations and
  accumulated deficit as a component of depreciation and amortization expense.
  
  The increases in interest  expense are primarily due to increased levels of debt
  associated  with  the  acquisitions  of QVC  and  Maclean  Hunter.  The  Company
  anticipates  that,  for  the  foreseeable  future,  interest  expense  will be a
  significant  cost to the Company and will have a significant  adverse  effect on
  the  Company's  ability to realize net  earnings.  The Company  believes it will
  continue to be able to meet its obligations through its ability both to generate
  operating  income before  depreciation  and  amortization and to obtain external
  financing.
  
  The Company has entered into  interest rate  protection  agreements to limit the
  Company's  exposure to loss from adverse  fluctuations  in interest rates. As of
  September  30, 1995,  $815.0  million of the  Company's  variable  rate debt was
  protected by these  products.  Such  agreements  mature on various dates through
  1997 and the related  differentials  to be paid or received are recognized  over
  the terms of the agreements.
  
  The increase in investment  income for the nine months ended  September 30, 1995
  is  principally  due to the  effects  of the  Heritage  Transaction  and  Nextel
  Transaction.  The  increase for the three  months  ended  September  30, 1995 is
  principally  due to  the  effects  of  the  Nextel  Transaction.  The  remaining
  increases for these periods are due to increases in the Company's  cash and cash
  equivalents and short term investments.
  
  The increases in equity in net losses of affiliates are due to increased  losses
  incurred by the Company's  international investees as well as losses incurred by
  STV and certain  programming investees.
  
  The changes in minority interest and other from 1994 to the same periods in 1995
  are attributable to minority interests in the net income or loss of QVC, Maclean
  Hunter and the Company's United Kingdom  operations,  as well as losses incurred
  relating to the net  realizable  value of certain of the Company's  investments,
  principally in affiliates.
  
  
  <PAGE>22
  
  
                        COMCAST CORPORATION AND SUBSIDIARIES
                                     FORM 10-Q
                          QUARTER ENDED SEPTEMBER 30, 1995
  
  The increases in income tax expense  (benefit)  from 1994 to the same periods in
  1995  are  primarily  attributable  to the  consolidation  of QVC for  financial
  reporting purposes.
  
  The Company incurred debt extinguishment  costs totaling $8.3 million during the
  nine and three months ended  September 30, 1995, as a result of refinancing  the
  indebtedness  of certain  subsidiaries,  resulting  in the Company  recording an
  extraordinary  loss,  net of tax, of $5.4 million or $.02 per share.  During the
  nine months ended  September  30, 1994,  the Company paid  premiums and expensed
  unamortized debt acquisition costs totaling $18.0 million, primarily as a result
  of the redemption of its $150.0 million,  11-7/8% senior subordinated debentures
  due 2004,  resulting in the Company recording an extraordinary loss, net of tax,
  of $11.7 million or $.05 per share.
  
  The  Company  believes  that  its  operations  are not  materially  affected  by
  inflation.
  
  For the nine and three months ended  September 30, 1995 and 1994,  the Company's
  earnings before extraordinary items, income tax expense (benefit), equity in net
  losses of affiliates and fixed charges  (interest  expense) were $452.5 million,
  $211.5 million,  $179.9 million and $68.4 million,  respectively.  For the three
  months ended  September  30, 1995,  such earnings  exceeded the Company's  fixed
  charges of $137.8 million. Excluding the pre-tax gain of $141 million recognized
  in the first quarter of 1995 in connection with the Heritage  Transaction,  such
  earnings  were not  adequate  to cover the  Company's  fixed  charges  of $388.4
  million,  $228.5  million and $75.7 million for the nine months ended  September
  30, 1995 and 1994 and the three months ended  September 30, 1994,  respectively.
  Fixed charges include non-cash interest of $41.4 million,  $40.1 million,  $14.0
  million and $13.8 million for the nine and three months ended September 30, 1995
  and 1994,  respectively.  For all  applicable  periods,  the inadequacy of these
  earnings to cover fixed  charges is primarily  due to the  substantial  non-cash
  charges for depreciation and amortization  expense,  including the first quarter
  1995 charge  associated  with the rebuild of certain of the  Company's  cellular
  equipment.
  
  The Company  believes that its losses and  inadequacy of earnings to cover fixed
  charges will not  significantly  affect the  performance of its normal  business
  activities  because of its existing  cash and cash  equivalents  and  short-term
  investments,  its ability to generate  operating income before  depreciation and
  amortization and its ability to obtain external financing.
  
  Cable Rate Regulation Developments
  
  The Company  currently  is seeking to justify  rates for  regulated  services in
  certain of its cable systems in the States of New Jersey and  Connecticut on the
  basis of cost-of-service  showings. A settlement has been reached with the State
  of New Jersey with respect to rates for basic cable services and equipment.  The
  State of  Connecticut  has ordered  the Company to reduce  rates for basic cable
  services and  equipment  and to make  refunds to  subscribers.  The  Connecticut
  decision  has been  appealed  to the FCC.  The  Company  and the FCC staff  have
  reached   agreement,    subject   to   Commission   approval,   on   outstanding
  cost-of-service  rate complaints for cable  programming  services for systems in
  the States of New Jersey and  Connecticut.  The  proposed  settlement  will also
  resolve  outstanding  complaints  with regard to "benchmark"  rate regulation in
  other systems.  Absent  legislative,  administrative or judicial relief, the FCC
  regulations  will  continue  to  adversely  affect  the  Company's   results  of
  operations.
  
  
  
  <PAGE>23
  
  
                        COMCAST CORPORATION AND SUBSIDIARIES
                                     FORM 10-Q
                          QUARTER ENDED SEPTEMBER 30, 1995
  
  PART II. OTHER INFORMATION
  
       ITEM 1.  Legal Proceedings
  
       1.   In March 1995, the Company  entered into  agreements to settle various
            disputes pending in the courts and at the FCC regarding the ownership,
            operation and transfer of the license for a cellular  telephone system
            in the Atlantic City, New Jersey MSA. As part of that settlement,  the
            Company,  in  June  1995,  purchased  an 80%  interest  in a  cellular
            telephone  system in the  Vineland,  New Jersey RSA and an  additional
            9.3% interest in a cellular telephone system in the Atlantic City MSA.
            The remaining portion of the settlement, which resolves various claims
            and disputes  and in addition  involves the transfer to the Company of
            control of the Atlantic City cellular  telephone system, is subject to
            a favorable  determination  at the FCC of  proceedings  concerning the
            status of the current Atlantic City cellular licensee, approval by the
            FCC of the  transfer to the  Company of the  cellular  license,  other
            regulatory approvals and consents of third parties.
  
       ITEM 6.    Exhibits and Reports on Form 8-K
  
       (a) Exhibits required to be filed by Item 601 of Regulation S-K:
  
            10.1/*/   Credit  Agreement,  dated as of September 14, 1995,  between
                      Comcast  Cellular  Communications,  Inc.,  the banks  listed
                      therein,  The Bank of New York, Barclays Bank PLC, The Chase
                      Manhattan Bank, N.A., PNC Bank,  National  Association,  and
                      The Toronto-Dominion  Bank, as Arranging Agents, and Toronto
                      Dominion (Texas), Inc., as Administrative Agent.
  
            10.2/*/   Credit  Agreement,  dated as of September 19, 1995,  between
                      Comcast Holdings,  Inc., the banks listed therein, The Chase
                      Manhattan Bank, N.A., as Arranging Agent,  Bank of Montreal,
                      CIBC Inc.,  The  Long-term  Credit  Bank of Japan,  Limited,
                      Royal  Bank of Canada  and  Societe  Generale,  as  Managing
                      Agents,   and   The   Chase   Manhattan   Bank,   N.A.,   as
                      Administrative Agent.
  
            10.3      The  Comcast  Corporation   Retirement-Investment  Plan,  as
                      amended  and  restated  effective  January 1, 1993  (revised
                      through  September  30, 1995)  (incorporated by reference to
                      Exhibit 10.1 to the Form S-8 of Comcast Corporation filed on
                      October 5, 1995).
  
            10.4      Defined  Contribution  Plans Master Trust Agreement  Between
                      Comcast  Corporation and State Street Bank and Trust Company
                      (incorporated  by  reference to Exhibit 10.2 to the Form S-8
                      of Comcast Corporation filed on October 5, 1995).
  
            27.1      Financial Data Schedule.
  
            /*/       Pursuant to Item  601(b)(4)(iii)(A)  of Regulation  S-K, the
                      Registrant  agrees  to  furnish  a copy  of  the  referenced
                      agreement to the Commission upon request.
  
       (b) Reports on Form 8-K - None
  
  
  
  
  
  <PAGE>24
  
  
                        COMCAST CORPORATION AND SUBSIDIARIES
                                     FORM 10-Q
                          QUARTER ENDED SEPTEMBER 30, 1995
  
                                     SIGNATURE
  
       Pursuant to the  Requirements  of the  Securities and Exchange Act of 1934,
  the  Registrant  has duly  caused  this report to be signed on its behalf by the
  undersigned thereunto duly authorized.
  
  
  
                                          COMCAST CORPORATION
  
  
  
  
  
  
  
                                          /s/ Lawrence S. Smith
                                          ----------------------------------
                                              Lawrence S. Smith
                                              Senior Vice President
                                              Accounting and Administration
                                             (Chief Accounting Officer)
  
  
  
  Date: November 14, 1995
metadata_documents: [{"type": "10-Q", "sequence": "1", "secsgml_size_bytes": 106147}]
metadata_filer: {"company-data": {"conformed-name": "COMCAST CORP", "cik": "0000022301", "assigned-sic": "4841", "irs-number": "231709202", "state-of-incorporation": "PA", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "10-Q", "act": "34", "file-number": "000-06983", "film-number": "95592481"}, "business-address": {"street1": "1500 MARKET STREET", "city": "PHILADELPHIA", "state": "PA", "zip": "19102-2148", "phone": "215-665-1700"}, "mail-address": {"street1": "1500 MARKET STREET", "city": "PHILADELPHIA", "state": "PA", "zip": "19102-2148"}}
text: UNITED STATES
                         SECURITIES AND EXCHANGE COMMISSION
                               Washington, D.C. 20549
  
                                     FORM 10-Q
  (Mark One)
  
  (X)  Quarterly  Report  pursuant  to  Section  13 or 15(d) of the  Securities
       Exchange Act of 1934 For the Quarterly Period Ended:
                                 SEPTEMBER 30, 1995
                                         OR
  ( )  Transition  Report  pursuant  to Section  13 or 15(d) of the  Securities
       Exchange Act of 1934 For the Transition Period from ________ to ________.
  
                           Commission File Number 0-6983
  
                                COMCAST CORPORATION
                                 [GRAPHIC OMITTED]
  
               (Exact name of registrant as specified in its charter)
  
              PENNSYLVANIA                                  23-1709202
   (State or other jurisdiction of                       (I.R.S. Employer
    incorporation or organization)                      Identification No.)
  
                  1500 Market Street, Philadelphia, PA 19102-2148
                      (Address of principal executive offices)
                                     (Zip Code)
  
  Registrant's telephone number, including area code:  (215) 665-1700
  
  Indicate by check mark whether the registrant (1) has filed all reports required
  to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during
  the preceding  twelve months (or for such shorter period that the registrant was
  required to file such  reports),  and (2) has been subject to such  requirements
  for the past 90 days.
  
           Yes  __X__                                         No ____
  
  As of  September  30,  1995,  there were  192,028,651  shares of Class A Special
  Common Stock,  39,103,350 shares of Class A Common Stock and 8,786,250 shares of
  Class B Common Stock outstanding.
  COMCAST CORPORATION AND SUBSIDIARIES
                                     FORM 10-Q
                          QUARTER ENDED SEPTEMBER 30, 1995
  
                                 TABLE OF CONTENTS
  
                                                                             Page
                                                                            Number
  
  PART I.   FINANCIAL INFORMATION
  
            Item 1.  Financial Statements
  
                     Condensed Consolidated Balance
                     Sheet at September 30, 1995 and December 31,
                     1994 (Unaudited)..........................................2
  
                     Condensed Consolidated Statement of
                     Operations and Accumulated Deficit for
                     the Nine and Three Months Ended September 30,
                     1995 and 1994 (Unaudited).................................3
  
                     Condensed Consolidated Statement of Cash
                     Flows for the Nine Months Ended September 30, 1995
                     and 1994 (Unaudited)......................................4
  
                     Notes to Condensed Consolidated
                     Financial Statements (Unaudited).....................5 - 12
  
            Item 2.  Management's Discussion and Analysis
                     of Financial Condition and Results of
                     Operations..........................................13 - 22
  
  PART II.  OTHER INFORMATION
  
            Item 1.  Legal Proceedings........................................23
  
            Item 6.  Exhibits and Reports on Form 8-K.........................23
  2
  
                        COMCAST CORPORATION AND SUBSIDIARIES
                                     FORM 10-Q
                          QUARTER ENDED SEPTEMBER 30, 1995
  
  PART I.  FINANCIAL INFORMATION
  
  ITEM 1.  FINANCIAL STATEMENTS
  
                        CONDENSED CONSOLIDATED BALANCE SHEET
                                    (Unaudited)
  (Dollars in thousands)
                                                                                September 30,               December 31,
                                                                                    1995                        1994
                                                                                 ----------                 ------------
  ASSETS
  CURRENT ASSETS
      Cash and cash equivalents.............................................      $616,490                     $335,320
      Short-term investments, at cost which approximates fair value.........       211,943                      130,134
      Accounts receivable, less allowance for doubtful accounts
          of $83,993 and $11,272............................................       336,559                      108,245
      Inventories, net......................................................       223,938                       18,553
      Prepaid charges and other.............................................        42,819                       16,254
      Deferred income taxes.................................................        59,786
                                                                                ----------                   ----------
          Total current assets..............................................     1,491,535                      608,506
                                                                                ----------                   ----------
  INVESTMENTS, principally in affiliates....................................       898,859                      797,075
                                                                                ----------                   ----------
  PROPERTY AND EQUIPMENT....................................................     2,447,011                    2,081,256
      Accumulated depreciation..............................................      (892,893)                    (823,570)
                                                                                ----------                   ----------
      Property and equipment, net...........................................     1,554,118                    1,257,686
                                                                                ----------                   ----------
  DEFERRED CHARGES..........................................................     6,384,900                    4,945,613
      Accumulated amortization..............................................    (1,092,035)                    (845,896)
                                                                                ----------                   ----------
      Deferred charges, net.................................................     5,292,865                    4,099,717
                                                                                ----------                   ----------
                                                                                $9,237,377                   $6,762,984
                                                                                ==========                   ==========
  LIABILITIES AND STOCKHOLDERS' DEFICIENCY
  CURRENT LIABILITIES
      Accounts payable and accrued expenses.................................      $801,267                     $402,869
      Accrued interest......................................................        73,420                       60,219
      Subscribers' advance payments and other...............................        22,322                       14,637
      Current portion of long-term debt.....................................       249,058                      182,913
                                                                                ----------                   ----------
          Total current liabilities.........................................     1,146,067                      660,638
                                                                                ----------                   ----------
  LONG-TERM DEBT, less current portion......................................     6,619,495                    4,810,541
                                                                                ----------                   ----------
  DEFERRED INCOME TAXES....................................................      1,520,200                    1,390,849
                                                                                ----------                   ----------
  MINORITY INTEREST AND OTHER...............................................       703,932                      627,745
                                                                                ----------                   ----------
  COMMITMENTS AND CONTINGENCIES
  
  STOCKHOLDERS' DEFICIENCY
      Class A Special Common Stock, $1 par value - authorized, 500,000,000
          shares;  issued, 192,028,651 and 191,230,684......................       192,029                      191,231
      Class A Common Stock, $1 par value - authorized, 200,000,000
          shares;  issued, 39,103,350 and 39,019,809........................        39,103                       39,020
      Class B Common Stock, $1 par value - authorized, 50,000,000
          shares;  issued, 8,786,250........................................         8,786                        8,786
      Additional capital....................................................       884,113                      875,501
      Accumulated deficit...................................................    (1,881,687)                  (1,827,647)
      Unrealized gains on marketable securities.............................        21,088                        3,862
      Cumulative translation adjustments....................................       (15,749)                     (17,542)
                                                                                ----------                   ----------
          Total stockholders' deficiency....................................      (752,317)                    (726,789)
                                                                                ----------                   ----------
                                                                                $9,237,377                   $6,762,984
                                                                                ==========                   ==========
  See notes to condensed consolidated financial statements.
  3
  
                        COMCAST CORPORATION AND SUBSIDIARIES
                                     FORM 10-Q
                          QUARTER ENDED SEPTEMBER 30, 1995
       CONDENSED CONSOLIDATED STATEMENT OF OPERATIONS AND ACCUMULATED DEFICIT
                                    (Unaudited)
  (Amounts in thousands, except per share data)
                                                                          Nine Months Ended        Three Months Ended
                                                                            September 30,             September 30,
                                                                         1995         1994         1995         1994
                                                                         ----         ----         ----         ----
  REVENUE
      Service income............................................     $1,381,510   $1,015,087      $478,758     $345,744
      Net sales from electronic retailing.......................        975,917                    391,491
                                                                    -----------  -----------   -----------  ----------- 
                                                                      2,357,427    1,015,087       870,249      345,744
                                                                    -----------  -----------   -----------  ----------- 
  COSTS AND EXPENSES
      Operating.................................................        576,543      304,697       209,186      103,225
      Cost of goods sold from electronic retailing..............        584,615                    234,369
      Selling, general and administrative.......................        451,695      274,192       162,550       96,394
      Depreciation and amortization.............................        534,675      243,309       147,632       82,815
                                                                    -----------  -----------   -----------  ----------- 
                                                                      2,147,528      822,198       753,737      282,434
                                                                    -----------  -----------   -----------  ----------- 
  OPERATING INCOME..............................................        209,899      192,889       116,512       63,310
  
  INVESTMENT (INCOME) EXPENSE
      Interest expense..........................................        388,367      228,464       137,816       75,712
      Investment income.........................................       (216,827)     (15,094)      (51,403)      (4,991)
      Equity in net losses of affiliates........................         63,534       29,417        25,628       10,902
      Minority interest and other...............................        (25,770)      (3,498)      (12,011)         (81)
                                                                    -----------  -----------   -----------  ----------- 
                                                                        209,304      239,289       100,030       81,542
                                                                    -----------  -----------   -----------  ----------- 
  INCOME (LOSS) BEFORE INCOME TAX EXPENSE (BENEFIT)
      AND EXTRAORDINARY ITEMS...................................            595      (46,400)       16,482      (18,232)
  
  INCOME TAX EXPENSE (BENEFIT)..................................         32,470         (621)       18,435         (986)
                                                                    -----------  -----------   -----------  ----------- 
  LOSS BEFORE EXTRAORDINARY ITEMS...............................        (31,875)     (45,779)       (1,953)     (17,246)
  
  EXTRAORDINARY ITEMS...........................................         (5,407)     (11,703)       (5,407)
                                                                    -----------  -----------   -----------  ----------- 
  NET LOSS......................................................        (37,282)     (57,482)       (7,360)     (17,246)
  
  ACCUMULATED DEFICIT
      Beginning of period ......................................     (1,827,647)  (1,717,931)   (1,868,738)  (1,769,723)
      Dividends declared - $.0700, $.0700, $.0233
          and $.0233 per share..................................        (16,758)     (17,121)       (5,589)      (5,565)
                                                                    -----------  -----------   -----------  ----------- 
      End of period.............................................    ($1,881,687) ($1,792,534)  ($1,881,687) ($1,792,534)
                                                                    ===========  ===========   ===========  =========== 
  LOSS PER SHARE
      Loss before extraordinary items...........................          ($.13)       ($.19)        ($.01)       ($.07)
      Extraordinary items.......................................           (.02)        (.05)         (.02)
                                                                    -----------  -----------   -----------  ----------- 
          Net Loss..............................................          ($.15)       ($.24)        ($.03)       ($.07)
                                                                    ===========  ===========   ===========  =========== 
  WEIGHTED AVERAGE NUMBER OF COMMON
      SHARES OUTSTANDING DURING THE PERIOD......................        239,634      235,383       239,819      238,854
                                                                    ===========  ===========   ===========  ===========
  See notes to condensed consolidated financial statements.
  4
  
                        COMCAST CORPORATION AND SUBSIDIARIES
                                     FORM 10-Q
                          QUARTER ENDED SEPTEMBER 30, 1995
                   CONDENSED CONSOLIDATED STATEMENT OF CASH FLOWS
                                    (Unaudited)
  (Dollars in thousands)
                                                                                     Nine Months Ended September 30,
                                                                                     1995                         1994
                                                                                     ----                         ----
  OPERATING ACTIVITIES
      Net loss..............................................................      ($37,282)                    ($57,482)
      Noncash items included in net loss:
          Depreciation and amortization.....................................       534,675                      243,309
          Interest expense..................................................        41,403                       40,148
          Equity in net losses of affiliates................................        63,534                       29,417
          Gain on sale of division..........................................                                     (5,825)
          Gain on sales of long-term investments............................      (177,202)
          Extraordinary items...............................................         5,407                       11,703
          Deferred income taxes, minority interest and other................       (34,603)                       8,533
                                                                                ----------                   ---------- 
                                                                                   395,932                      269,803
  
      Increase in accounts receivable, net..................................        (8,282)                     (23,578)
      Increase in inventories, net..........................................       (37,978)                        (548)
      Increase in prepaid charges and other.................................       (16,261)                      (6,531)
      Increase in accounts payable and accrued expenses
          and subscribers' advance payments and other.......................        25,666                       21,042
      Increase (decrease) in accrued interest...............................        12,609                       (5,127)
                                                                                ----------                   ---------- 
              Net cash provided by operating activities.....................       371,686                      255,061
                                                                                ----------                   ---------- 
  FINANCING ACTIVITIES
      Borrowings............................................................     3,111,856                      142,209
      Retirement and repayment of debt......................................    (1,160,867)                    (470,877)
      Issuance of common stock, net.........................................         2,726                        3,198
      Issuance of common stock of a subsidiary, net.........................                                    209,394
      Equity contribution to a subsidiary...................................         6,556
      Dividends.............................................................       (16,758)                     (17,121)
      Other.................................................................       (22,146)                     (15,092)
                                                                                ----------                   ---------- 
              Net cash provided by (used in) financing activities...........     1,921,367                     (148,289)
                                                                                ----------                   ---------- 
  INVESTING ACTIVITIES
      Acquisitions, net of cash acquired....................................     1,371,074                       22,189
      Purchases (sales) of short-term investments, net......................        81,809                     (320,888)
      Increase in investments, principally in affiliates....................       457,984                       61,565
      Proceeds from sales of long-term investments..........................      (400,749)
      Additions to property and equipment...................................       476,571                      171,158
      Proceeds from sale of division........................................                                    (28,183)
      Other.................................................................        25,194                       21,955
                                                                                ----------                   ---------- 
              Net cash used in (provided by) investing activities...........     2,011,883                      (72,204)
                                                                                ----------                   ---------- 
  
  INCREASE IN CASH AND CASH EQUIVALENTS....................................        281,170                      178,976
  
      Cash and Cash Equivalents, Beginning of Period........................       335,320                      160,434
                                                                                ----------                   ---------- 
  
  CASH AND CASH EQUIVALENTS, End of Period..................................      $616,490                     $339,410
                                                                                ==========                   ==========
  See notes to condensed consolidated financial statements.
  5
  
                        COMCAST CORPORATION AND SUBSIDIARIES
                                     FORM 10-Q
                          QUARTER ENDED SEPTEMBER 30, 1995
                NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
                                    (Unaudited)
  
  1.   CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
  
       Basis of Presentation
       The  condensed  consolidated  balance  sheet at December  31, 1994 has been
       condensed  from the  audited  balance  sheet at that  date.  The  condensed
       consolidated   balance   sheet  at  September   30,  1995,   the  condensed
       consolidated  statement of operations and accumulated  deficit for the nine
       and  three  months  ended  September  30,  1995 and 1994 and the  condensed
       consolidated  statement of cash flows for the nine months  ended  September
       30, 1995 and 1994 have been prepared by Comcast Corporation (the "Company")
       and have not been audited by the  Company's  Independent  Auditors.  In the
       opinion of management, all adjustments (which include only normal recurring
       adjustments  and the  adjustment  described in Note 3) necessary to present
       fairly the  financial  position,  results of  operations  and cash flows at
       September 30, 1995 and for all periods presented have been made.
  
       Certain information and note disclosures normally included in the Company's
       annual financial  statements prepared in accordance with generally accepted
       accounting  principles  have been  condensed  or omitted.  These  condensed
       consolidated  financial  statements  should be read in conjunction with the
       financial  statements and notes thereto included in the Company's  December
       31, 1994 Annual Report on Form 10-K filed with the  Securities and Exchange
       Commission.  The results of operations for the periods ended  September 30,
       1995 are not necessarily indicative of operating results for the full year.
  
       Net Loss Per Share
       Net loss per share is based on the weighted average number of common shares
       outstanding  during  the  period.  For the  nine  and  three  months  ended
       September 30, 1995 and 1994,  all of the common stock  equivalents  have an
       antidilutive  effect on the loss per share  and,  therefore,  have not been
       used in  determining  the total  weighted  average  number of common shares
       outstanding.
  
  2.   SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
  
       New Accounting Pronouncement
       Effective  January 1, 1995, the Company adopted the provisions of Statement
       of Financial  Accounting  Standards  ("SFAS") No. 121,  "Accounting for the
       Impairment of Long-Lived  Assets and for  Long-Lived  Assets to be Disposed
       Of." There was no cumulative effect of the adoption of SFAS No. 121.
  
       As a result of the acquisition of QVC (see Note 3), the Company adopted the
       following accounting policies:
  
       Inventories
       Inventories,  consisting primarily of products held for sale, are stated at
       the lower of cost or market. Cost is determined by the first-in,  first-out
       method.
  
       Net Sales and Returns
       Net sales from electronic  retailing are recognized at the time of shipment
       to  customers.  An  allowance  for  returned  merchandise  is provided as a
       percentage of sales based on historical experience.
  
  3.   ACQUISITIONS AND OTHER SIGNIFICANT EVENTS
  
       QVC
  
       In  February  1995,  the  Company  and  Tele-Communications,  Inc.  ("TCI")
       acquired all of the outstanding  stock of QVC, Inc.  ("QVC") not previously
       owned by the Company and TCI  (approximately  65% of such shares on a fully
       diluted basis) for $46, in cash, per share. The total cost of acquiring the
       outstanding  shares of QVC was  approximately  $1.4 billion.  Following the
       acquisition, the Company and TCI own, through their
  6
  
                        COMCAST CORPORATION AND SUBSIDIARIES
                                     FORM 10-Q
                          QUARTER ENDED SEPTEMBER 30, 1995
          NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS - CONTINUED
                                    (Unaudited)
  
       respective  subsidiaries,  57.45% and  42.55%,  respectively,  of QVC.  The
       Company has accounted for the QVC acquisition  under the purchase method of
       accounting  and QVC has been  consolidated  with the Company  beginning  in
       February  1995.  The  allocation  of the  purchase  price to the assets and
       liabilities of QVC is preliminary pending receipt of a final appraisal.
  
       The acquisition of QVC,  including the exercise of certain warrants held by
       the Company,  was financed with cash contributions from the Company and TCI
       of  $296.3  million  and $6.6  million,  respectively,  borrowings  of $1.1
       billion under a $1.2 billion QVC credit facility and existing cash and cash
       equivalents held by QVC.
  
       Liberty  Media  Corporation,  a subsidiary  of TCI,  may, at certain  times
       following February 9, 2000, trigger the exercise of certain exit rights.
  
       Sprint Telecommunications Venture
  
       On March 28, 1995,  subsidiaries of the Company,  TCI,  Sprint  Corporation
       ("Sprint") and Cox Communications, Inc. ("Cox") formed several partnerships
       to engage in the  business of providing  wireless  and  wireline  telephony
       services.    The   principal   partnership   is   known   as   the   Sprint
       Telecommunications  Venture  ("STV").  The parties have agreed that STV and
       its  affiliated  partnerships  will be the  exclusive  vehicles  for  their
       respective investments in certain specified telecommunications  activities,
       subject  to  certain   limited   exceptions.   STV  and  the  parties  will
       cross-promote  telecommunications  products and services using the "Sprint"
       brand name with cable  services  and  products  branded by Cox,  TCI or the
       Company in their cable television  systems. A partnership owned entirely by
       subsidiaries of the Company, known as Comcast Telephony Services,  owns 15%
       of STV and, indirectly, each of STV's affiliated partnerships.
  
       STV will  engage  in the  business  of  providing  wireless  communications
       services,  primarily  personal  communication  services ("PCS"),  through a
       partnership known as WirelessCo.  Through WirelessCo,  the partners propose
       to  create  and  operate  a  seamless,   integrated,   nationwide  wireless
       communications  network.  During the term of a  trademark  license  from an
       affiliate  of Sprint,  WirelessCo's  services  will be  marketed  under the
       "Sprint" brand name.
  
       WirelessCo  was the  successful  bidder for 29 PCS  licenses in the auction
       conducted by the Federal  Communications  Commission  ("FCC") from December
       1994  through  mid-March  1995.  The  purchase  price for the  licenses was
       approximately  $2.11  billion,  all of  which  has  been  paid to the  FCC.
       WirelessCo  may also elect to bid in subsequent  auctions for PCS licenses.
       In addition,  WirelessCo  has and may continue to invest in other  entities
       that hold PCS licenses, may acquire PCS licenses from other license holders
       and may affiliate with other license holders.
  
       STV will also engage in the business of providing local wireline  telephone
       service for both business and residential customers,  primarily through the
       cable  networks  of cable  television  operators  that  affiliate  with the
       partnership  in exchange  for agreed upon  compensation.  Cox,  TCI and the
       Company have agreed to affiliate their cable systems with STV to the extent
       that their  systems are  located in markets  designated  in STV's  business
       plan. The offering of local wireline  telephone services by the partnership
       will require the removal of regulatory  and  legislative  barriers to local
       telephone competition.
  
       The STV partners intend that the  partnership  will succeed to the business
       currently conducted by Cox, TCI and the Company,  together with Continental
       Cablevision,  Inc.  ("Continental"),  through Teleport Communications Group
       Inc.  and TCG  Partners  (collectively,  "TCG").  TCG is one of the largest
       competitive   access  providers  in  the  United  States.   Pursuant  to  a
       contribution  agreement  entered into on March 28,  1995,  Cox, TCI and the
       Company have agreed, subject to the satisfaction of certain conditions,  to
       contribute to STV their respective
  7
  
                        COMCAST CORPORATION AND SUBSIDIARIES
                                     FORM 10-Q
                          QUARTER ENDED SEPTEMBER 30, 1995
          NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS - CONTINUED
                                    (Unaudited)
  
       interests  in TCG and in various  local  joint  ventures  among local cable
       operators  and TCG.  Such  contributions  will be subject to the receipt of
       necessary regulatory approvals and the satisfaction of other conditions. In
       addition,  the cable partners intend to negotiate with  Continental,  which
       owns  that  portion  of TCG that is not owned by Cox,  TCI or the  Company,
       regarding the acquisition of its interest by such cable partners.
  
       Subject to agreement  upon an initial  business  plan,  the  partners  have
       committed to  contribute  $4.4 billion in cash to STV during the next three
       years,  of which the  Company's  share  would be $660  million,  subject to
       reduction  resulting from the method of crediting in-kind  contributions to
       STV by the partners.  Of the $660 million funding requirement,  the Company
       has made total cash capital  contributions  to WirelessCo of  approximately
       $338.8  million   through   September  30,  1995.  The  partners'   capital
       contributions  to WirelessCo have been  principally  used to pay for the 29
       PCS  licenses  acquired  in the FCC  auction  and to acquire  interests  in
       another entity that holds a PCS license.  Additional equity requirements of
       STV will be funded by the partners through capital  contributions to STV in
       proportion to their ownership interests. The Company anticipates that STV's
       capital requirements over the next several years will be significant. These
       requirements  are  planned  to be funded by  external  financing  by STV in
       addition  to  capital  contributions  by  the  partners.   Although  it  is
       anticipated that external  financing will be available to STV on acceptable
       terms and conditions, no assurances can be given as to such availability.
  
       Cellular Rebuild
  
       In 1995, the Company's  cellular division  purchased  approximately  $172.0
       million of switching and cell site  equipment  which  replaced the existing
       switching and cell site equipment. The Company completed the rebuild in the
       third quarter of 1995. In accordance  with the  provisions of SFAS No. 121,
       during the first  quarter of 1995,  the  Company  charged to its results of
       operations  approximately  $110.0 million which  represented the difference
       between the net book value of the equipment replaced and the residual value
       realized upon its disposal. This charge has been reflected in the Company's
       condensed consolidated statement of operations and accumulated deficit as a
       component of depreciation and amortization expense.
  
       Ocean County
  
       In May 1995,  the  Company  completed  the  initial  phase of its  exchange
       agreement  with McCaw  Cellular  Communications,  Inc.  whereby the Company
       acquired a 75% interest in the entity that holds the Ocean County, NJ Rural
       Statistical Area ("RSA") cellular license (the "Ocean County  Licensee") in
       exchange for the Company's  Hunterdon  County,  NJ RSA cellular license and
       $37.8 million in cash.  The Company  acquired the remaining 25% interest in
       the Ocean County Licensee in October 1995 for $17.4 million.
  
       Nextel
  
       In April 1995,  the  Company  exercised  certain  preemptive  rights  under
       previously existing agreements with Nextel Communications,  Inc. ("Nextel")
       whereby the Company has elected to purchase  approximately  9 million newly
       issued Nextel shares at $12.25 per share for a total cost of  approximately
       $110 million  (the "Nextel  Share  Purchase  Commitment").  The purchase is
       contingent on the closing of an acquisition  transaction by Nextel which is
       expected to occur in the fourth quarter of 1995.
  
       In July 1995,  the Company sold 11.3 million  shares of Nextel common stock
       for  $212.6  million  (the  "Nextel  Transaction").  As a  result  of  this
       transaction,  the Company recognized a pre-tax gain of $36.2 million in the
       third  quarter of 1995.  The Company  continues  to hold options to acquire
       25.0 million  shares of Nextel common stock in addition to the Nextel Share
       Purchase Commitment.
  8
  
                        COMCAST CORPORATION AND SUBSIDIARIES
                                     FORM 10-Q
                          QUARTER ENDED SEPTEMBER 30, 1995
          NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS - CONTINUED
                                    (Unaudited)
  
       E.W. Scripps
  
       On October 29, 1995,  the Company  announced  its agreement to purchase the
       cable television operations of The E.W. Scripps Company ("E.W. Scripps") in
       exchange  for shares of the  Company's  Class A Special  Common Stock worth
       $1.575 billion, subject to certain adjustments (the "Scripps Transaction").
       E.W.  Scripps' cable  properties,  including a pending  acquisition,  serve
       approximately 800,000 subscribers, with over 60% of the subscribers located
       in Sacramento,  California and  Chattanooga and Knoxville,  Tennessee.  The
       purchase  is  expected  to close in the  second  half of 1996,  subject  to
       shareholder and regulatory approval and certain other conditions.
  
       Share Repurchase Program
  
       Concurrent with the  announcement of the Scripps  Transaction,  the Company
       announced  that its Board of Directors has  authorized the repurchase of up
       to $500 million of its outstanding  publicly held common equity securities.
       The Company  expects any such  repurchases to be effected from time to time
       in  the  open  market  or  in  private  transactions,   subject  to  market
       conditions.
  
       Pro Forma Results
  
       The  following  pro forma  information  for the nine and three months ended
       September 30, 1995 and 1994 has been presented as if the acquisition of QVC
       occurred at the  beginning  of each period and the  acquisition  of Maclean
       Hunter occurred on January 1, 1994. This unaudited pro forma information is
       based on historical results of operations,  adjusted for acquisition costs,
       and is not  necessarily  indicative of what the results would have been had
       the Company operated the acquired entities since such dates.
  (Dollars in thousands, except per share data)
                                                                    Nine Months Ended          Three Months Ended
                                                                     September 30,             September 30,
                                                                 1995(1)       1994(1)       1995        1994(1)
                                                                 -------       -------       ----        -------
  Revenue                                        $2,487,801   $2,154,514     $870,249     $747,858
  
                Loss before extraordinary items                   (36,668)    (111,333)      (1,953)     (36,391)
  
                Net loss                                          (42,075)    (123,036)      (7,360)     (36,391)
  
                Net loss per share                                   (.18)        (.52)        (.03)        (.15)
  (1)  Effective  April 1,  1995,  QVC  commenced  consolidating  its  United
            Kingdom ("UK")  operations.  Pro forma revenues presented above do not
            reflect revenues  relating to QVC's UK operations for periods prior to
            April 1, 1995.
  4.   INVESTMENTS
  
       The Company  holds  unrestricted  equity  investments  in certain  publicly
       traded  companies  with an  historical  cost of $104.8  million  and $186.6
       million as of September 30, 1995 and December 31, 1994,  respectively.  The
       Company has recorded these investments  (including the Company's investment
       in Nextel  common  stock as of December  31, 1994 - see Note 3),  which are
       classified as available for sale, at their  estimated fair values of $137.2
       million as of  September  30, 1995 and $192.6  million as of  December  31,
       1994.  The  unrealized  pre-tax  gains of $32.4  million and $6.0  million,
       respectively,  have been reported in the Company's  condensed  consolidated
       balance  sheet as decreases  in  stockholders'  deficiency,  net of related
       deferred income taxes.
  9
  
                        COMCAST CORPORATION AND SUBSIDIARIES
                                     FORM 10-Q
                          QUARTER ENDED SEPTEMBER 30, 1995
          NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS - CONTINUED
                                    (Unaudited)
  
       In  January   1995,   the  Company   exchanged  its  interest  in  Heritage
       Communications,  Inc. with TCI for Class A common shares of TCI with a fair
       market value of approximately $290 million. Shortly thereafter, the Company
       sold  certain of these  shares for total  proceeds  of  approximately  $188
       million  which were used to fund,  in part,  the  acquisition  of QVC. As a
       result of these transactions, the Company recognized a pre-tax gain of $141
       million in the first quarter of 1995.
  
       As a result of the QVC acquisition, the Company commenced consolidating the
       financial results of QVC,  effective  February 1, 1995, on a current basis.
       In the first  quarter  of 1995,  the  Company  recorded  its  proportionate
       interest in QVC's net income for the period from  November 1, 1994  through
       January 31, 1995. Such results were not previously  recorded by the Company
       since QVC was accounted  for under the equity method of accounting  and its
       proportionate  interest in QVC's  results of  operations  were recorded two
       months  in  arrears.  The  effect  of  this  one-time  adjustment  was  not
       significant to the Company's results of operations.
  
       The  difference   between  the  Company's   recorded   investment  and  its
       proportionate  interests  in the book  value of its equity  investees'  net
       assets is being amortized to equity in net income or loss, primarily over a
       period of twenty years, which is consistent with the estimated lives of the
       underlying assets.
  
       Summarized  financial  information for investments  accounted for under the
       equity method of accounting is as follows (dollars in thousands):
  Three Months        Nine Months                     Three Months
                                                            Ended              Ended                            Ended
                                                      January 31, 1995  September 30, 1995               September 30, 1995
                                                             QVC               Other        Combined (1)    Combined (1)
  Combined Results of Operations
             Revenue...................................   $425,921           $450,546         $876,467        $160,893
             Depreciation and amortization.............     12,992            109,006          121,998          38,941
             Operating income (loss)...................     58,247           (163,777)        (105,530)        (64,228)
                  Net income (loss) as reported
                    by affiliates......................    $28,333          ($238,461)       ($210,128)       ($92,587)
  
          Company's Equity in Net Income (Loss)
             Equity in current period net income
               (loss)..................................     $4,286           ($64,071)        ($59,785)       ($24,101)
             Amortization income (expense).............      1,194             (4,943)          (3,749)         (1,527)
                                                          --------           --------         --------        --------
             Total equity in net income (loss).........     $5,480           ($69,014)        ($63,534)       ($25,628)
                                                          ========           ========         ========        ========
  September 30, 1995
                                                                         Combined (1)
  Combined Financial Position
  
             Current assets.........................................       $310,614
             Noncurrent assets......................................      4,304,352
             Current liabilities....................................        262,204
             Noncurrent liabilities.................................      1,581,365
  (1)  Excludes the results of  operations  (subsequent  to January 31, 1995)
            and financial  position of QVC which was consolidated with the Company
            beginning in February 1995.
  10
  
                        COMCAST CORPORATION AND SUBSIDIARIES
                                     FORM 10-Q
                          QUARTER ENDED SEPTEMBER 30, 1995
          NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS - CONTINUED
                                    (Unaudited)
  Nine Months       Nine Months
                                                           Ended             Ended
                                                       July 31, 1994  September 30, 1994
                                                            QVC              Other          Combined
  Combined Results of Operations  
             Revenue...................................   $972,207         $248,653       $1,220,860
             Depreciation and amortization.............     31,877           81,049          112,926
             Operating income (loss)...................    117,434          (94,241)          23,193
                  Net income (loss) as reported
                    by affiliates......................    $26,637        ($123,758)        ($97,121)
  
          Company's Equity in Net Income (Loss)
             Equity in current period net income (loss)     $4,090         ($33,061)        ($28,971)
             Amortization income (expense).............      3,694           (4,140)            (446)
                                                        ----------       ----------       ----------
             Total equity in net income (loss).........     $7,784         ($37,201)        ($29,417)
                                                        ==========       ==========       ==========
  Three Months      Three Months
                                                           Ended             Ended
                                                       July 31, 1994  September 30, 1994
                                                            QVC              Other          Combined
  Combined Results of Operations
             Revenue...................................   $303,277          $89,664         $392,941
             Depreciation and amortization.............     10,616           29,175           39,791
             Operating income (loss)...................     31,414          (38,715)          (7,301)
                  Net income (loss) as reported
                    by affiliates......................    $11,728         ($49,135)        ($37,407)
  
          Company's Equity in Net Income (Loss)
             Equity in current period net income (loss)     $1,807         ($12,555)        ($10,748)
             Amortization income (expense).............      1,208           (1,362)            (154)
                                                        ----------       ----------       ----------
             Total equity in net income (loss).........     $3,015         ($13,917)        ($10,902)
                                                        ==========       ==========       ==========
  5.   LONG-TERM DEBT
  
       On May 16, 1995, the Company issued $250.0 million  principal amount of its
       9-3/8% senior  subordinated  debentures  due 2005. On October 3, 1995,  the
       Company  issued  $250.0  million  principal  amount  of its  9-1/8%  senior
       subordinated  debentures  due 2006.  On November 9, 1995,  Comcast UK Cable
       Partners  Limited  ("Comcast  UK"), a subsidiary of the Company,  agreed to
       sell  approximately  $517.3  million  principal  amount at  maturity of its
       11.20%  senior   discount   debentures  due  2007  for  gross  proceeds  of
       approximately  $300.0 million in a public  offering.  Closing of the public
       offering is anticipated to occur on November 15, 1995.
  
       The Company incurred debt extinguishment costs totaling $8.3 million during
       the  nine and  three  months  ended  September  30,  1995,  as a result  of
       refinancing  the  indebtedness  of certain  subsidiaries,  resulting in the
       Company  recording an  extraordinary  loss,  net of tax, of $5.4 million or
       $.02 per share.
  
       As a result of these  refinancings,  as of October 31, 1995, certain of the
       Company's  subsidiaries  had unused lines of credit totaling  approximately
       $1.5  billion.  Use of  these  unused  lines of  credit  is  restricted  to
       subsidiary debt  refinancing,  subsidiary  general  corporate  purposes and
       dividend declaration.
  11
  
                        COMCAST CORPORATION AND SUBSIDIARIES
                                     FORM 10-Q
                          QUARTER ENDED SEPTEMBER 30, 1995
          NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS - CONTINUED
                                    (Unaudited)
  
       The Company paid premiums and expensed  unamortized debt acquisition  costs
       totaling  $18.0  million  during the nine months ended  September 30, 1994,
       primarily  as a result of the  redemption  of its $150.0  million,  11-7/8%
       senior subordinated debentures due 2004, resulting in the Company recording
       an extraordinary loss, net of tax, of $11.7 million or $.05 per share.
  
       The Company has entered into interest rate protection products to limit the
       Company's exposure to loss from adverse  fluctuations in interest rates. As
       of September 30, 1995,  $815.0 million of the Company's  variable rate debt
       was protected by these products.  Such  agreements  mature on various dates
       through  1997 and the  related  differentials  to be paid or  received  are
       recognized over the terms of the related agreements.
  
  6.   STATEMENT OF CASH FLOWS - SUPPLEMENTAL INFORMATION
  
       The Company made interest payments of approximately $334.4 million,  $193.4
       million,  $124.3 million and $56.8 million during the nine and three months
       ended September 30, 1995 and 1994, respectively.
  
       The Company redeemed its 7% convertible subordinated debentures due 2001 on
       February 27, 1994 (accreted  value of $152.1  million).  In connection with
       such  redemption,  substantially  all of the debentures were converted into
       13.5 million shares of Class A Special Common Stock of the Company.
  
  7.   CONTINGENCIES
  
       The Company is subject to claims which arise in the ordinary  course of its
       business and other legal  proceedings.  In the opinion of  management,  the
       amount  of  ultimate  liability  with  respect  to these  actions  will not
       materially  affect the  financial  position or results of operations of the
       Company.
  
       The Company currently is seeking to justify rates for regulated services in
       certain of its cable systems in the States of New Jersey and Connecticut on
       the basis of cost-of-service  showings.  A settlement has been reached with
       the State of New Jersey with respect to rates for basic cable  services and
       equipment. The State of Connecticut has ordered the Company to reduce rates
       for basic cable services and equipment and to make refunds to  subscribers.
       The Connecticut  decision has been appealed to the FCC. The Company and the
       FCC staff have  reached  agreement,  subject  to  Commission  approval,  on
       outstanding  cost-of-service rate complaints for cable programming services
       for  systems  in the States of New Jersey  and  Connecticut.  The  proposed
       settlement  will  also  resolve  outstanding   complaints  with  regard  to
       "benchmark"   rate  regulation  in  other  systems.   Absent   legislative,
       administrative  or judicial  relief,  the FCC regulations  will continue to
       adversely affect the Company's results of operations.
  12
  
                        COMCAST CORPORATION AND SUBSIDIARIES
                                     FORM 10-Q
                          QUARTER ENDED SEPTEMBER 30, 1995
          NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS - CONCLUDED
                                    (Unaudited)
  
  8.   FINANCIAL DATA BY BUSINESS SEGMENT
       (Dollars in thousands)
  Domestic
                                                       Cable        Electronic      Cellular       Corporate
                                                  Communications     Retailing   Communications  and Other (1)       Total
  Nine Months Ended September 30, 1995
  Revenue.....................................      $1,078,033       $975,917       $274,243         $29,234     $2,357,427
  Depreciation and amortization...............         278,862         61,810        177,205          16,798        534,675
  Operating income (loss).....................         250,793         93,266        (66,469)        (67,691)       209,899
  Interest expense............................         185,371         55,275         54,062          93,659        388,367
  Capital expenditures and acquisitions.......         182,082      1,325,059        252,290          88,214      1,847,645
  Equity in net (losses) income of
      affiliates..............................         (12,143)           428           (830)        (50,989)       (63,534)
  
  Three Months Ended September 30, 1995
  Revenue.....................................        $368,453       $391,491        $97,830         $12,475       $870,249
  Depreciation and amortization...............          95,196         24,804         21,981           5,651        147,632
  Operating income (loss).....................          86,759         34,901         17,974         (23,122)       116,512
  Interest expense............................          61,467         20,459         18,485          37,405        137,816
  Capital expenditures and acquisitions.......          69,395          7,465         26,021          36,731        139,612
  Equity in net losses of affiliates..........          (5,222)          (180)          (295)        (19,931)       (25,628)
  
  As of September 30, 1995
  Assets......................................      $4,592,759     $1,940,826     $1,237,823      $1,465,969     $9,237,377
  Long-term debt, less current portion........       2,877,481      1,013,007        906,711       1,822,296      6,619,495
  
  Nine Months Ended September 30, 1994
  Revenue.....................................        $792,523    $                 $205,393         $17,171     $1,015,087
  Depreciation and amortization...............         166,448                        66,285          10,576        243,309
  Operating income (loss).....................         219,141                        22,994         (49,246)       192,889
  Interest expense............................         109,652                        41,791          77,021        228,464
  Capital expenditures and acquisitions.......         131,811                        46,305          15,231        193,347
  Equity in net (losses) income of
      affiliates..............................          (6,364)         7,784                        (30,837)       (29,417)
  
  Three Months Ended September 30, 1994
  Revenue.. ..................................        $265,901    $                  $74,407          $5,436       $345,744
  Depreciation and amortization ..............          56,307                        22,651           3,857         82,815
  Operating income (loss) ....................          72,303                         9,101         (18,094)        63,310
  Interest expense ...........................          36,889                        14,398          24,425         75,712
  Capital expenditures and acquisitions ......          50,773                        22,077           7,010         79,860
  Equity in net (losses) income of
      affiliates .............................          (1,877)         3,015                        (12,040)       (10,902)
  - ---------------
  (1)  Corporate and other includes certain  operating  businesses and elimination
       entries related to the segments presented.
  13
  
                        COMCAST CORPORATION AND SUBSIDIARIES
                                     FORM 10-Q
                          QUARTER ENDED SEPTEMBER 30, 1995
  
  ITEM 2. MANAGEMENT'S  DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
          OF OPERATIONS
  
  Overview
  
  The Company has  experienced  significant  growth in recent  years both  through
  strategic  acquisitions and growth in its existing  businesses.  The Company has
  historically  met its cash  needs for  operations  through  its cash  flows from
  operating   activities.   Cash   requirements   for   acquisitions  and  capital
  expenditures  have been provided through the Company's  financing  activities as
  well as its existing cash and cash equivalents and short-term investments.
  
  General Developments of Business
  
  QVC
  
  In February 1995, the Company and Tele-Communications, Inc. ("TCI") acquired all
  of the  outstanding  stock of QVC,  Inc.  ("QVC")  not  previously  owned by the
  Company and TCI  (approximately 65% of such shares on a fully diluted basis) for
  $46, in cash, per share.  The total cost of acquiring the outstanding  shares of
  QVC was approximately $1.4 billion.  Following the acquisition,  the Company and
  TCI own, through their respective subsidiaries, 57.45% and 42.55%, respectively,
  of QVC. The Company has  accounted  for the QVC  acquisition  under the purchase
  method of accounting and QVC has been consolidated with the Company beginning in
  February  1995.  The  allocation  of  the  purchase  price  to  the  assets  and
  liabilities of QVC is preliminary pending receipt of a final appraisal.
  
  The acquisition of QVC,  including the exercise of certain  warrants held by the
  Company, was financed with cash contributions from the Company and TCI of $296.3
  million and $6.6 million, respectively,  borrowings of $1.1 billion under a $1.2
  billion QVC credit facility and existing cash and cash equivalents held by QVC.
  
  Liberty Media Corporation,  a subsidiary of TCI, may, at certain times following
  February 9, 2000, trigger the exercise of certain exit rights.
  
  Maclean Hunter
  
  On December 22, 1994, the Company,  through Comcast MHCP Holdings,  L.L.C.  (the
  "LLC"),  acquired the U.S. cable television and alternate  access  operations of
  Maclean  Hunter  Limited  ("Maclean  Hunter")  from Rogers  Communications  Inc.
  ("RCI")  and  all of the  outstanding  shares  of  Barden  Communications,  Inc.
  (collectively,  such  acquisitions  are  referred  to  as  the  "Maclean  Hunter
  Acquisition") for approximately $1.2 billion (subject to certain adjustments) in
  cash.  The  Company  and the  California  Public  Employees'  Retirement  System
  ("CalPERS")   invested   approximately   $305.0  million  and  $250.0   million,
  respectively, in the LLC, which is owned 55% by a wholly owned subsidiary of the
  Company and 45% by CalPERS,  and is managed by the Company.  The Maclean  Hunter
  Acquisition,  including  certain  transaction  costs,  was  financed  with  cash
  contributions  from the LLC of $555.0  million and  borrowings of $715.0 million
  under an $850.0  million  Maclean  Hunter  credit  facility.  At any time  after
  December 18, 2001,  CalPERS may elect to liquidate  its interest in the LLC at a
  price based upon the fair value of CalPERS' interest in the LLC, adjusted, under
  certain  circumstances,  for certain  performance  criteria relating to the fair
  value of the LLC or to the  Company's  common stock.  Except in certain  limited
  circumstances,   the  Company,   at  its  option,  may  satisfy  this  liquidity
  arrangement by purchasing  CalPERS'  interest for cash,  through the issuance of
  the Company's  common stock (subject to certain  limitations)  or by selling the
  LLC. The Maclean Hunter  Acquisition was accounted for under the purchase method
  of accounting and Maclean Hunter is consolidated with the Company as of December
  31, 1994.
  14
  
                        COMCAST CORPORATION AND SUBSIDIARIES
                                     FORM 10-Q
                          QUARTER ENDED SEPTEMBER 30, 1995
  
  The  allocation of the purchase  price to the assets and  liabilities of Maclean
  Hunter is preliminary  pending the final purchase price  adjustment  between the
  Company and RCI. The terms of the Maclean Hunter Acquisition  provide for, among
  other things, the indemnification of the Company by RCI for certain liabilities,
  including tax  liabilities,  relating to Maclean Hunter prior to the acquisition
  date.
  
  Sprint Telecommunications Venture
  
  On  March  28,  1995,  subsidiaries  of the  Company,  TCI,  Sprint  Corporation
  ("Sprint") and Cox Communications,  Inc. ("Cox") formed several  partnerships to
  engage in the business of providing  wireless and wireline  telephony  services.
  The  principal  partnership  is known as the Sprint  Telecommunications  Venture
  ("STV").  The parties have agreed that STV and its affiliated  partnerships will
  be the exclusive vehicles for their respective  investments in certain specified
  telecommunications  activities,  subject to certain limited exceptions.  STV and
  the parties will  cross-promote  telecommunications  products and services using
  the "Sprint" brand name with cable services and products  branded by Cox, TCI or
  the Company in their cable television  systems.  A partnership owned entirely by
  subsidiaries of the Company,  known as Comcast Telephony  Services,  owns 15% of
  STV and, indirectly, each of STV's affiliated partnerships.
  
  STV will engage in the business of providing wireless  communications  services,
  primarily personal communication  services ("PCS"),  through a partnership known
  as WirelessCo.  Through WirelessCo, the partners propose to create and operate a
  seamless,  integrated,  nationwide wireless  communications  network. During the
  term of a trademark license from an affiliate of Sprint,  WirelessCo's  services
  will be marketed under the "Sprint" brand name.
  
  WirelessCo  was  the  successful  bidder  for 29  PCS  licenses  in the  auction
  conducted by the Federal  Communications  Commission  ("FCC") from December 1994
  through  mid-March  1995. The purchase price for the licenses was  approximately
  $2.11 billion,  all of which has been paid to the FCC. WirelessCo may also elect
  to bid in subsequent auctions for PCS licenses. In addition,  WirelessCo has and
  may continue to invest in other entities that hold PCS licenses, may acquire PCS
  licenses  from other  license  holders  and may  affiliate  with  other  license
  holders.
  
  STV will also  engage in the  business of  providing  local  wireline  telephone
  service for both business and residential customers, primarily through the cable
  networks of cable  television  operators that affiliate with the  partnership in
  exchange for agreed upon  compensation.  Cox, TCI and the Company have agreed to
  affiliate  their cable  systems  with STV to the extent  that their  systems are
  located in markets  designated  in STV's  business  plan.  The offering of local
  wireline  telephone  services  by the  partnership  will  require the removal of
  regulatory and legislative barriers to local telephone competition.
  
  The STV  partners  intend  that the  partnership  will  succeed to the  business
  currently  conducted  by Cox,  TCI and the Company,  together  with  Continental
  Cablevision,  Inc.  ("Continental"),  through Teleport Communications Group Inc.
  and TCG Partners  (collectively,  "TCG"). TCG is one of the largest  competitive
  access  providers in the United  States.  Pursuant to a  contribution  agreement
  entered into on March 28, 1995, Cox, TCI and the Company have agreed, subject to
  the  satisfaction of certain  conditions,  to contribute to STV their respective
  interests in TCG and in various local joint ventures among local cable operators
  and  TCG.  Such  contributions  will be  subject  to the  receipt  of  necessary
  regulatory approvals and the satisfaction of other conditions.  In addition, the
  cable partners intend to negotiate with Continental,  which owns that portion of
  TCG that is not owned by Cox, TCI or the Company,  regarding the  acquisition of
  its interest by such cable partners.
  
  E.W. Scripps
  
  On October 29, 1995,  the Company  announced its agreement to purchase the cable
  television  operations of The E.W. Scripps Company ("E.W.  Scripps") in exchange
  for shares of the Company's  Class A Special Common Stock worth $1.575  billion,
  subject to certain adjustments (the "Scripps Transaction").  E.W. Scripps' cable
  properties, including
  15
  
                        COMCAST CORPORATION AND SUBSIDIARIES
                                     FORM 10-Q
                          QUARTER ENDED SEPTEMBER 30, 1995
  
  a pending acquisition, serve approximately 800,000 subscribers, with over 60% of
  the subscribers located in Sacramento, California and Chattanooga and Knoxville,
  Tennessee. The purchase is expected to close in the second half of 1996, subject
  to shareholder and regulatory approval and certain other conditions.
  
  Share Repurchase Program
  
  Concurrent  with  the  announcement  of the  Scripps  Transaction,  the  Company
  announced  that its Board of Directors has  authorized  the  repurchase of up to
  $500 million of its  outstanding  publicly  held common equity  securities.  The
  Company  expects any such  repurchases  to be effected  from time to time in the
  open market or in private transactions, subject to market conditions.
  
                                --------------------
  
  Liquidity and Capital Resources
  
  Cash and cash  equivalents  and short-term  investments as of September 30, 1995
  and December 31, 1994 were $828.4 million and $465.5  million,  respectively.  A
  portion  of these  cash  and cash  equivalents  is held by  subsidiaries  of the
  Company and is restricted to the use by these  subsidiaries under contractual or
  other arrangements.
  
  The Company's cash and cash equivalents and short-term  investments are recorded
  at cost  which  approximates  their fair  value.  At  September  30,  1995,  the
  Company's  short-term  investments  of $211.9  million  had a  weighted  average
  maturity  of  approximately  14 months.  However,  due to their  high  degree of
  liquidity  and the intent of management  to use these  investments  as needed to
  fund its commitments, the Company considers these as current assets.
  
  In January 1995, the Company exchanged its interest in Heritage  Communications,
  Inc.  with TCI for  Class A common  shares  of TCI with a fair  market  value of
  approximately $290 million (the "Heritage Transaction"). Shortly thereafter, the
  Company sold certain of these shares for total  proceeds of  approximately  $188
  million which were used to fund, in part, the acquisition of QVC. As a result of
  these transactions, the Company recognized a pre-tax gain of $141 million in the
  first quarter of 1995.
  
  In April 1995, the Company exercised certain  preemptive rights under previously
  existing  agreements with Nextel  Communications,  Inc.  ("Nextel")  whereby the
  Company has elected to purchase  approximately  9 million  newly  issued  Nextel
  shares at $12.25 per share for a total cost of  approximately  $110 million (the
  "Nextel Share Purchase  Commitment").  The purchase is contingent on the closing
  of an acquisition transaction by Nextel which is expected to occur in the fourth
  quarter of 1995.
  
  In July 1995,  the Company sold 11.3 million  shares of Nextel  common stock for
  $212.6 million (the "Nextel Transaction").  As a result of this transaction, the
  Company recognized a pre-tax gain of $36.2 million in the third quarter of 1995.
  The Company  continues to hold options to acquire 25.0 million  shares of Nextel
  common stock in addition to the Nextel Share Purchase Commitment.
  
  In May 1995, the Company  completed the initial phase of its exchange  agreement
  with McCaw  Cellular  Communications,  Inc.  whereby the Company  acquired a 75%
  interest in the entity that holds the Ocean County,  NJ Rural  Statistical  Area
  ("RSA")  cellular  license  (the "Ocean  County  Licensee")  in exchange for the
  Company's  Hunterdon  County, NJ RSA cellular license and $37.8 million in cash.
  The Company  acquired the remaining 25% interest in the Ocean County Licensee in
  October 1995 for $17.4 million.
  
  Subject to agreement upon an initial  business plan, the partners have committed
  to contribute  $4.4 billion in cash to STV during the next three years, of which
  the Company's share would be $660 million,  subject to reduction  resulting from
  the method of crediting  in-kind  contributions  to STV by the partners.  Of the
  $660  million  funding  requirement,  the  Company  has made total cash  capital
  contributions to WirelessCo of approximately $338.8 million
  16
  
                        COMCAST CORPORATION AND SUBSIDIARIES
                                     FORM 10-Q
                          QUARTER ENDED SEPTEMBER 30, 1995
  
  through  September 30, 1995. The partners'  capital  contributions to WirelessCo
  have been  principally  used to pay for the 29 PCS licenses  acquired in the FCC
  auction and to acquire  interests  in another  entity that holds a PCS  license.
  Additional  equity  requirements  of STV will be funded by the partners  through
  capital  contributions  to STV in proportion to their ownership  interests.  The
  Company anticipates that STV's capital  requirements over the next several years
  will be  significant.  These  requirements  are planned to be funded by external
  financing by STV in addition to capital contributions by the partners.  Although
  it is anticipated that external financing will be available to STV on acceptable
  terms and conditions, no assurances can be given as to such availability.
  
  On May 16, 1995,  the Company  issued  $250.0  million  principal  amount of its
  9-3/8% senior subordinated  debentures due 2005. On October 3, 1995, the Company
  issued  $250.0  million  principal  amount  of its  9-1/8%  senior  subordinated
  debentures  due 2006.  On November 9, 1995,  Comcast UK Cable  Partners  Limited
  ("Comcast UK"), a subsidiary of the Company, agreed to sell approximately $517.3
  million  principal  amount at maturity of its 11.20% senior discount  debentures
  due  2007  for  gross  proceeds  of  approximately  $300.0  million  in a public
  offering. Closing of the public offering is anticipated to occur on November 15,
  1995.
  
  As of October 31, 1995,  certain of the Company's  subsidiaries had unused lines
  of credit  totaling  approximately  $1.5  billion.  Use of these unused lines of
  credit  is  restricted  to  subsidiary  debt  refinancing,   subsidiary  general
  corporate purposes and dividend declaration.
  
  The Company expects to continue to recognize  significant losses and to continue
  to pay  dividends;  therefore,  it  anticipates  that it will continue to have a
  deficiency  in  stockholders'  equity  that will  increase  for the  foreseeable
  future.   The   telecommunications   industry,   including  cable  and  cellular
  communications,   and  the  electronic   retailing   industry  are  experiencing
  increasing  competition and rapid  technological  changes.  The Company's future
  results of operations will be affected by its ability to react to changes in the
  competitive  environment  and by its  ability  to  implement  new  technologies.
  However,  management  believes that competition,  technological  changes and its
  deficiency in stockholders'  equity will not significantly affect its ability to
  obtain financing.
  
  The Company  believes  that it will be able to meet its  current  and  long-term
  liquidity and capital  requirements,  including its fixed  charges,  through its
  cash flows from operating  activities,  existing cash and cash  equivalents  and
  short-term  investments,  sales of assets,  lines of credit  and other  external
  financing.
  
  Statement of Cash Flows
  
  Net cash provided by operating  activities amounted to $371.7 million and $255.1
  million during the nine months ended September 30, 1995 and 1994,  respectively.
  The increase of $116.6 million is principally  due to the effects of the QVC and
  Maclean Hunter acquisitions, offset by changes in working capital as a result of
  seasonality  of QVC's  business  and the timing of the  Company's  receipts  and
  disbursements.
  
  Net  cash  provided  by (used  in)  financing  activities,  which  includes  the
  issuances of securities as well as  borrowings,  was $1.921 billion and ($148.3)
  million during the nine months ended September 30, 1995 and 1994,  respectively.
  During the nine months ended  September 30, 1995,  the Company  borrowed  $3.112
  billion  including $1.1 billion in connection with the QVC  acquisition,  $1.085
  billion  in   connection   with  the   refinancing   of  certain   subsidiaries'
  indebtedness,  $300.9  million  associated  with the  funding  of STV and $250.0
  million principal amount of the Company's 9-3/8% senior subordinated  debentures
  due 2005.  In addition,  during the nine months ended  September  30, 1995,  the
  Company  redeemed and retired  $1.161  billion of its long-term  debt  including
  $904.8  million in  connection  with the  refinancing  of certain  subsidiaries'
  indebtedness.  During the nine months  ended  September  30,  1994,  the Company
  repurchased  or  redeemed  and retired  $470.9  million of its  long-term  debt,
  including the Company's $150.0 million,  11-7/8% senior subordinated  debentures
  due 2004,  and  received  $209.4  million  from the  issuance of common stock of
  Comcast UK.
  17
  
                        COMCAST CORPORATION AND SUBSIDIARIES
                                     FORM 10-Q
                          QUARTER ENDED SEPTEMBER 30, 1995
  
  Net cash used in  (provided  by)  investing  activities  was $2.012  billion and
  ($72.2)  million  during the nine  months  ended  September  30,  1995 and 1994,
  respectively.  During the nine months ended September 30, 1995, net cash used in
  investing  activities  includes  acquisitions of $1.371  billion,  including the
  acquisition  of QVC,  net of  cash  acquired,  additional  cash  investments  in
  affiliates of $458.0 million,  including capital  contributions to STV of $320.7
  million, additions to property and equipment of $476.6 million and net purchases
  of short-term investments of $81.8 million. Such amounts were offset by proceeds
  from sales of long-term  investments of $400.7  million.  During the nine months
  ended  September  30,1994,  net  proceeds  of  $320.9  million  from the sale of
  short-term  investments  were used  principally  to redeem and retire  long-term
  debt.  In  addition,  during the nine  months  ended  September  30,  1994,  the
  Company's  capital  expenditures  and additional cash  investments in affiliates
  were $171.2 million and $61.6 million, respectively.
  
  Results of Operations
  
  The effects of the QVC and  Maclean  Hunter  acquisitions  have been to increase
  significantly  the  Company's  revenues  and expenses  resulting in  substantial
  increases  in  its  operating  income  before   depreciation  and  amortization,
  depreciation and  amortization  expense and net interest expense (see "Operating
  Results  by  Business   Segment"  below).  As  a  result  of  the  increases  in
  depreciation and amortization expense and interest expense associated with these
  acquisitions and their financing,  it is expected that the Company will continue
  to recognize substantial losses for the foreseeable future.
  
  Summarized  consolidated  financial information for the Company for the nine and
  three  months  ended  September  30,  1995 and 1994 is as  follows  (dollars  in
  millions, "NM" denotes percentage is not meaningful):
  Nine Months Ended
                                                                       September 30,          Increase / (Decrease)
                                                                     1995         1994           $            %
  Revenue                                                          $2,357.4     $1,015.1     $1,342.3       132.2%
  Cost of goods sold from electronic retailing                        584.6                     584.6          NM
  Operating, selling, general and administrative expenses           1,028.2        578.9        449.3        77.6%
                                                                   --------     --------
  Operating income before depreciation and
     amortization (1)                                                 744.6        436.2        308.4        70.7%
  Depreciation and amortization                                       534.7        243.3        291.4       119.8%
                                                                   --------     --------
  Operating income                                                    209.9        192.9         17.0         8.8%
                                                                   --------     --------
  Interest expense                                                    388.4        228.5        159.9        70.0%
  Investment income                                                  (216.8)       (15.1)       201.7          NM
  Equity in net losses of affiliates                                   63.5         29.4         34.1       116.0%
  Minority interest and other                                         (25.8)        (3.5)        22.3          NM
  Income tax expense (benefit)                                         32.5         (0.6)        33.1          NM
  Extraordinary items                                                  (5.4)       (11.7)        (6.3)      (53.8%)
                                                                   --------     --------
  Net loss                                                           ($37.3)      ($57.5)      ($20.2)      (35.1%)
                                                                   ========     ========
  18
  
                        COMCAST CORPORATION AND SUBSIDIARIES
                                     FORM 10-Q
                          QUARTER ENDED SEPTEMBER 30, 1995
  Three Months Ended
                                                                       September 30,          Increase / (Decrease)
                                                                     1995         1994           $            %
  Revenue                                                            $870.2       $345.7       $524.5       151.7%
  Cost of goods sold from electronic retailing                        234.4                     234.4          NM
  Operating, selling, general and administrative expenses             371.7        199.6        172.1        86.2%
                                                                   --------     --------
  Operating income before depreciation and
     amortization (1)                                                 264.1        146.1        118.0        80.8%
  Depreciation and amortization                                       147.6         82.8         64.8        78.3%
                                                                   --------     --------
  Operating income                                                    116.5         63.3         53.2        84.0%
                                                                   --------     --------
  Interest expense                                                    137.8         75.7         62.1        82.0%
  Investment income                                                   (51.4)        (5.0)        46.4          NM
  Equity in net losses of affiliates                                   25.6         10.9         14.7       134.9%
  Minority interest and other                                         (12.0)        (0.1)        11.9          NM
  Income tax expense (benefit)                                         18.4         (1.0)        19.4          NM
  Extraordinary items                                                  (5.4)                      5.4          NM
                                                                   --------     --------
  Net loss                                                            ($7.3)      ($17.2)       ($9.9)      (57.6%)
                                                                   ========     ========
  - ------------
  (1)  Operating income before  depreciation and amortization is commonly referred
       to in the Company's  businesses as "operating  cash flow."  Operating  cash
       flow is a measure of a company's  ability to  generate  cash to service its
       obligations, including debt service obligations, and to finance capital and
       other  expenditures.  In part due to the  capital  intensive  nature of the
       Company's  businesses  and the  resulting  significant  level  of  non-cash
       depreciation  and amortization  expense,  operating cash flow is frequently
       used as one of the bases for comparing the Company's businesses.  Operating
       cash flow does not purport to represent  net income or net cash provided by
       operating  activities,  as those terms are defined under generally accepted
       accounting  principles,  and should not be considered as an  alternative to
       such  measurements  as an  indicator  of  the  Company's  performance.  See
       "Statement  of Cash Flows" above for a discussion  of net cash  provided by
       operating activities.
  Operating Results by Business Segment
  
  Domestic  Cable  Communications  
  
  The following  table sets forth  operating  results for the  Company's  domestic
  cable communications segment (dollars in millions).
  Nine Months Ended
                                                            September 30,                        Increase
                                                        1995             1994              $                 %
  Service income                                      $1,078.0           $792.5           $285.5            36.0%
  Operating, selling, general and
       administrative expenses                           548.3            406.9            141.4            34.8%
                                                      --------           ------           ------
  Operating income before depreciation
       and amortization (a)                              529.7            385.6            144.1            37.4%
  Three Months Ended
                                                            September 30,                        Increase
                                                        1995             1994              $                 %
  Service income                                        $368.5           $265.9           $102.6            38.6%
  Operating, selling, general and
       administrative expenses                           186.5            137.3             49.2            35.8%
                                                      --------           ------           ------
  Operating income before depreciation
       and amortization (a)                              182.0            128.6             53.4            41.5%
  - ---------------
  (a)  See footnote (1) above.
  19
  
                        COMCAST CORPORATION AND SUBSIDIARIES
                                     FORM 10-Q
                          QUARTER ENDED SEPTEMBER 30, 1995
  
  The Maclean Hunter acquisition accounted for $199.9 million and $67.9 million of
  the  increases in service  income for the nine and three month periods from 1994
  to 1995,  respectively.  Of the remaining  respective increases of $85.6 million
  and  $34.7  million,  $32.4  million  and  $10.2  million,   respectively,   are
  attributable   to  subscriber   growth,   $39.6   million  and  $18.0   million,
  respectively,  relate to  changes  in rates,  which  include  the  change in the
  estimated  effects of cable rate  regulation,  $10.3  million and $4.0  million,
  respectively, result from growth in cable advertising sales and $3.3 million and
  $2.5 million, respectively, relate to growth in other product offerings.
  
  The Maclean Hunter acquisition accounted for $107.8 million and $36.5 million of
  the increases in operating, selling, general and administrative expenses for the
  nine and three month periods from 1994 to 1995,  respectively.  Of the remaining
  respective increases of $33.6 million and $12.7 million,  $15.7 million and $4.8
  million,  respectively,  are  attributable  to  increases  in the costs of cable
  programming as a result of subscriber  growth,  additional channel offerings and
  changes in rates, $5.4 million and $1.8 million,  respectively, are attributable
  to increases in expenses  associated with the growth in cable  advertising sales
  and $12.5 million and $6.1 million,  respectively,  result from increases in the
  cost of labor and other volume  related  expenses.  It is  anticipated  that the
  Company's  cost of  cable  programming  will  increase  in the  future  as cable
  programming rates increase and additional  sources of cable  programming  become
  available.
  
  Electronic Retailing
  
  As a result of the QVC  acquisition,  the Company  commenced  consolidating  the
  financial  results of QVC,  effective  February 1, 1995, on a current basis. The
  following table presents  comparative  pro forma  financial  information for the
  nine and three months ended September 30, 1995 and 1994 and is presented  herein
  for purposes of analysis and may not reflect what actual operating results would
  have been had the Company owned QVC since January 1, 1994 (dollars in millions).
  Nine Months Ended
                                                           September 30,                         Increase
                                                       1995              1994               $                 %
  Net sales from electronic retailing                 $1,107.4           $949.3            $158.1           16.7%
  Cost of goods sold from electronic retailing           662.7            577.7              85.0           14.7%
  Operating, selling, general and administrative
       expenses                                          266.2            230.0              36.2           15.7%
                                                      --------           ------            ------
  Operating income before depreciation
       and amortization (a)                              178.5            141.6              36.9           26.1%
  
  Cost of goods sold as a percentage of net sales         59.8%            60.9%
  Three Months Ended
                                                            September 30,                        Increase
                                                       1995              1994               $                 %
  Net sales from electronic retailing                   $391.5           $339.9             $51.6           15.2%
  Cost of goods sold from electronic retailing           234.4            208.8              25.6           12.3%
  Operating, selling, general and administrative
       expenses                                           97.4             83.9              13.5           16.1%
                                                      --------           ------            ------
  Operating income before depreciation
       and amortization (a)                               59.7             47.2              12.5           26.5%
  
  Cost of goods sold as a percentage of net sales         59.9%            61.4%
  - ---------------
  (a)  See footnote (1) on page 18.
  20
  
                        COMCAST CORPORATION AND SUBSIDIARIES
                                     FORM 10-Q
                          QUARTER ENDED SEPTEMBER 30, 1995
  
  The  consolidation  of QVC's United Kingdom  operations  effective April 1, 1995
  resulted in increases in net sales from  electronic  retailing of $26.5  million
  and  $14.7  million  for the nine and  three  month  periods  from 1994 to 1995,
  respectively.  The remaining  respective  increases of $131.6  million and $36.9
  million include QVC's new businesses,  which  contributed $11.7 million and $4.3
  million, respectively, and the effects of 9% and 10% increases, respectively, in
  the average number of QVC homes receiving QVC services.
  
  The increase in cost of goods sold from electronic retailing is directly related
  to the growth in net sales. As a percentage of net sales, cost of goods sold has
  remained  relatively constant from 1994 to 1995. The increase in gross margin is
  due to a slight change in product mix which  resulted in the decrease in cost of
  goods sold as a percentage of net sales.
  
  The  consolidation  of QVC's United Kingdom  operations  effective April 1, 1995
  resulted in increases in operating, selling, general and administrative expenses
  of $11.8 million and $5.7 million for the nine and three month periods from 1994
  to 1995,  respectively.  The remaining respective increases of $24.4 million and
  $7.8 million are  attributable to higher sales volume,  increases in advertising
  costs and additional costs associated with new businesses.
  
  Cellular Communications
  
  The following table sets forth the operating results for the Company's  cellular
  communications segment (dollars in millions).
  Nine Months Ended
                                                            September 30,                        Increase
                                                       1995              1994               $                 %
  Service Income                                        $274.2           $205.4             $68.8           33.5%
  Operating, selling, general and administrative
       expenses                                          163.5            116.1              47.4           40.8%
                                                      --------           ------            ------
  Operating income before depreciation
       and amortization (a)                              110.7             89.3              21.4           24.0%
  Three Months Ended
                                                            September 30,                        Increase
                                                       1995              1994               $                 %
  Service Income                                         $97.8            $74.4             $23.4           31.5%
  Operating, selling, general and administrative
       expenses                                           57.8             42.6              15.2           35.7%
                                                      --------           ------            ------
  Operating income before depreciation
       and amortization (a)                               40.0             31.8               8.2           25.8%
  - ---------------
  (a)  See footnote (1) on page 18.
  Of the  increases  in service  income for the nine and three month  periods from
  1994 to 1995, $77.0 million and $25.4 million, respectively, are attributable to
  the Company's  subscriber growth,  $9.5 million and $3.7 million,  respectively,
  are  attributable  to growth in roamer revenue as a result of the overall growth
  in the cellular  industry and $2.0 million and $1.1 million,  respectively,  are
  attributable to new products.  Offsetting these increases are decreases of $19.7
  million and $6.8 million, respectively, resulting from reductions
  21
  
                        COMCAST CORPORATION AND SUBSIDIARIES
                                     FORM 10-Q
                          QUARTER ENDED SEPTEMBER 30, 1995
  
  in average  minutes-of-use per cellular subscriber from 1994 to the same periods
  in 1995.  The Company  expects that the decrease in average  minutes-of-use  per
  cellular subscriber to continue in the future, which is consistent with industry
  trends.
  
  Of the increases in operating,  selling, general and administrative expenses for
  the nine and three  month  periods  from 1994 to 1995,  $24.6  million  and $6.5
  million,  respectively, are related to subscriber growth, including the costs to
  acquire and service  subscribers.  The remaining  increases of $22.8 million and
  $8.7 million,  respectively,  are due to increases in other expenses,  including
  subscriber retention costs, theft of service and administrative costs.
  
  Consolidated Analysis
  
  The  increases  in  depreciation  and  amortization   expense  are  due  to  the
  acquisitions of QVC and Maclean Hunter, the effects of the rebuild of certain of
  the Company's cellular equipment,  as described below, and capital  expenditures
  during the periods.
  
  In 1995, the Company's cellular division purchased  approximately $172.0 million
  of switching and cell site equipment  which replaced the existing  switching and
  cell site equipment.  The Company  completed the rebuild in the third quarter of
  1995. In  accordance  with the  provisions of Statement of Financial  Accounting
  Standards No. 121,  "Accounting for the Impairment of Long-Lived  Assets and for
  Long-Lived  Assets to be  Disposed  Of," during the first  quarter of 1995,  the
  Company charged to its results of operations  approximately $110.0 million which
  represented the difference  between the net book value of the equipment replaced
  and the  residual  value  realized  upon  its  disposal.  This  charge  has been
  reflected in the Company's  condensed  consolidated  statement of operations and
  accumulated deficit as a component of depreciation and amortization expense.
  
  The increases in interest  expense are primarily due to increased levels of debt
  associated  with  the  acquisitions  of QVC  and  Maclean  Hunter.  The  Company
  anticipates  that,  for  the  foreseeable  future,  interest  expense  will be a
  significant  cost to the Company and will have a significant  adverse  effect on
  the  Company's  ability to realize net  earnings.  The Company  believes it will
  continue to be able to meet its obligations through its ability both to generate
  operating  income before  depreciation  and  amortization and to obtain external
  financing.
  
  The Company has entered into  interest rate  protection  agreements to limit the
  Company's  exposure to loss from adverse  fluctuations  in interest rates. As of
  September  30, 1995,  $815.0  million of the  Company's  variable  rate debt was
  protected by these  products.  Such  agreements  mature on various dates through
  1997 and the related  differentials  to be paid or received are recognized  over
  the terms of the agreements.
  
  The increase in investment  income for the nine months ended  September 30, 1995
  is  principally  due to the  effects  of the  Heritage  Transaction  and  Nextel
  Transaction.  The  increase for the three  months  ended  September  30, 1995 is
  principally  due to  the  effects  of  the  Nextel  Transaction.  The  remaining
  increases for these periods are due to increases in the Company's  cash and cash
  equivalents and short term investments.
  
  The increases in equity in net losses of affiliates are due to increased  losses
  incurred by the Company's  international investees as well as losses incurred by
  STV and certain  programming investees.
  
  The changes in minority interest and other from 1994 to the same periods in 1995
  are attributable to minority interests in the net income or loss of QVC, Maclean
  Hunter and the Company's United Kingdom  operations,  as well as losses incurred
  relating to the net  realizable  value of certain of the Company's  investments,
  principally in affiliates.
  22
  
                        COMCAST CORPORATION AND SUBSIDIARIES
                                     FORM 10-Q
                          QUARTER ENDED SEPTEMBER 30, 1995
  
  The increases in income tax expense  (benefit)  from 1994 to the same periods in
  1995  are  primarily  attributable  to the  consolidation  of QVC for  financial
  reporting purposes.
  
  The Company incurred debt extinguishment  costs totaling $8.3 million during the
  nine and three months ended  September 30, 1995, as a result of refinancing  the
  indebtedness  of certain  subsidiaries,  resulting  in the Company  recording an
  extraordinary  loss,  net of tax, of $5.4 million or $.02 per share.  During the
  nine months ended  September  30, 1994,  the Company paid  premiums and expensed
  unamortized debt acquisition costs totaling $18.0 million, primarily as a result
  of the redemption of its $150.0 million,  11-7/8% senior subordinated debentures
  due 2004,  resulting in the Company recording an extraordinary loss, net of tax,
  of $11.7 million or $.05 per share.
  
  The  Company  believes  that  its  operations  are not  materially  affected  by
  inflation.
  
  For the nine and three months ended  September 30, 1995 and 1994,  the Company's
  earnings before extraordinary items, income tax expense (benefit), equity in net
  losses of affiliates and fixed charges  (interest  expense) were $452.5 million,
  $211.5 million,  $179.9 million and $68.4 million,  respectively.  For the three
  months ended  September  30, 1995,  such earnings  exceeded the Company's  fixed
  charges of $137.8 million. Excluding the pre-tax gain of $141 million recognized
  in the first quarter of 1995 in connection with the Heritage  Transaction,  such
  earnings  were not  adequate  to cover the  Company's  fixed  charges  of $388.4
  million,  $228.5  million and $75.7 million for the nine months ended  September
  30, 1995 and 1994 and the three months ended  September 30, 1994,  respectively.
  Fixed charges include non-cash interest of $41.4 million,  $40.1 million,  $14.0
  million and $13.8 million for the nine and three months ended September 30, 1995
  and 1994,  respectively.  For all  applicable  periods,  the inadequacy of these
  earnings to cover fixed  charges is primarily  due to the  substantial  non-cash
  charges for depreciation and amortization  expense,  including the first quarter
  1995 charge  associated  with the rebuild of certain of the  Company's  cellular
  equipment.
  
  The Company  believes that its losses and  inadequacy of earnings to cover fixed
  charges will not  significantly  affect the  performance of its normal  business
  activities  because of its existing  cash and cash  equivalents  and  short-term
  investments,  its ability to generate  operating income before  depreciation and
  amortization and its ability to obtain external financing.
  
  Cable Rate Regulation Developments
  
  The Company  currently  is seeking to justify  rates for  regulated  services in
  certain of its cable systems in the States of New Jersey and  Connecticut on the
  basis of cost-of-service  showings. A settlement has been reached with the State
  of New Jersey with respect to rates for basic cable services and equipment.  The
  State of  Connecticut  has ordered  the Company to reduce  rates for basic cable
  services and  equipment  and to make  refunds to  subscribers.  The  Connecticut
  decision  has been  appealed  to the FCC.  The  Company  and the FCC staff  have
  reached   agreement,    subject   to   Commission   approval,   on   outstanding
  cost-of-service  rate complaints for cable  programming  services for systems in
  the States of New Jersey and  Connecticut.  The  proposed  settlement  will also
  resolve  outstanding  complaints  with regard to "benchmark"  rate regulation in
  other systems.  Absent  legislative,  administrative or judicial relief, the FCC
  regulations  will  continue  to  adversely  affect  the  Company's   results  of
  operations.
  23
  
                        COMCAST CORPORATION AND SUBSIDIARIES
                                     FORM 10-Q
                          QUARTER ENDED SEPTEMBER 30, 1995
  
  PART II. OTHER INFORMATION
  
       ITEM 1.  Legal Proceedings
  
       1.   In March 1995, the Company  entered into  agreements to settle various
            disputes pending in the courts and at the FCC regarding the ownership,
            operation and transfer of the license for a cellular  telephone system
            in the Atlantic City, New Jersey MSA. As part of that settlement,  the
            Company,  in  June  1995,  purchased  an 80%  interest  in a  cellular
            telephone  system in the  Vineland,  New Jersey RSA and an  additional
            9.3% interest in a cellular telephone system in the Atlantic City MSA.
            The remaining portion of the settlement, which resolves various claims
            and disputes  and in addition  involves the transfer to the Company of
            control of the Atlantic City cellular  telephone system, is subject to
            a favorable  determination  at the FCC of  proceedings  concerning the
            status of the current Atlantic City cellular licensee, approval by the
            FCC of the  transfer to the  Company of the  cellular  license,  other
            regulatory approvals and consents of third parties.
  
       ITEM 6.    Exhibits and Reports on Form 8-K
  
       (a) Exhibits required to be filed by Item 601 of Regulation S-K:
  
            10.1/*/   Credit  Agreement,  dated as of September 14, 1995,  between
                      Comcast  Cellular  Communications,  Inc.,  the banks  listed
                      therein,  The Bank of New York, Barclays Bank PLC, The Chase
                      Manhattan Bank, N.A., PNC Bank,  National  Association,  and
                      The Toronto-Dominion  Bank, as Arranging Agents, and Toronto
                      Dominion (Texas), Inc., as Administrative Agent.
  
            10.2/*/   Credit  Agreement,  dated as of September 19, 1995,  between
                      Comcast Holdings,  Inc., the banks listed therein, The Chase
                      Manhattan Bank, N.A., as Arranging Agent,  Bank of Montreal,
                      CIBC Inc.,  The  Long-term  Credit  Bank of Japan,  Limited,
                      Royal  Bank of Canada  and  Societe  Generale,  as  Managing
                      Agents,   and   The   Chase   Manhattan   Bank,   N.A.,   as
                      Administrative Agent.
  
            10.3      The  Comcast  Corporation   Retirement-Investment  Plan,  as
                      amended  and  restated  effective  January 1, 1993  (revised
                      through  September  30, 1995)  (incorporated by reference to
                      Exhibit 10.1 to the Form S-8 of Comcast Corporation filed on
                      October 5, 1995).
  
            10.4      Defined  Contribution  Plans Master Trust Agreement  Between
                      Comcast  Corporation and State Street Bank and Trust Company
                      (incorporated  by  reference to Exhibit 10.2 to the Form S-8
                      of Comcast Corporation filed on October 5, 1995).
  
            27.1      Financial Data Schedule.
  
            /*/       Pursuant to Item  601(b)(4)(iii)(A)  of Regulation  S-K, the
                      Registrant  agrees  to  furnish  a copy  of  the  referenced
                      agreement to the Commission upon request.
  
       (b) Reports on Form 8-K - None
  24
  
                        COMCAST CORPORATION AND SUBSIDIARIES
                                     FORM 10-Q
                          QUARTER ENDED SEPTEMBER 30, 1995
  
                                     SIGNATURE
  
       Pursuant to the  Requirements  of the  Securities and Exchange Act of 1934,
  the  Registrant  has duly  caused  this report to be signed on its behalf by the
  undersigned thereunto duly authorized.
  
                                          COMCAST CORPORATION
  
                                          /s/ Lawrence S. Smith
                                          ----------------------------------
                                              Lawrence S. Smith
                                              Senior Vice President
                                              Accounting and Administration
                                             (Chief Accounting Officer)
  
  Date: November 14, 1995