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, 1999
                                         OR
  ( )  Transition  Report  pursuant  to  Section  13 or  15(d)  of the  Securities
       Exchange Act of 1934 for the Transition Period from ________ to ________.
  
                          Commission File Number 333-30745
  
                         COMCAST CABLE COMMUNICATIONS, INC.
               (Exact name of registrant as specified in its charter)
  
              DELAWARE                                          23-2175755
  --------------------------------------------------------------------------------
  (State or other jurisdiction of                           (I.R.S. Employer
   incorporation or organization)                           Identification No.)
  
                      1201 Market Street, Wilmington, DE 19801
  --------------------------------------------------------------------------------
                      (Address of principal executive offices)
                                     (Zip Code)
  
  Registrant's telephone number, including area code:  (302) 594-8700
  
                             --------------------------
  
  Indicate by check mark whether the registrant (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, 1999, there were 1,000 shares of Common Stock outstanding.
  
  The Registrant  meets the conditions set forth in General  Instructions  H(1)(a)
  and (b) of Form  10-Q  and is  therefore  filing  this  form  with  the  reduced
  disclosure format.
  <PAGE>
                 COMCAST CABLE COMMUNICATIONS, INC. AND SUBSIDIARIES
                                      FORM 10-Q
                          QUARTER ENDED SEPTEMBER 30, 1999
  
                                  TABLE OF CONTENTS
                                                                             Page
                                                                            Number
  
  PART I    FINANCIAL INFORMATION
  
            ITEM 1    Financial Statements
  
                      Condensed Consolidated Balance Sheet as of
                      September 30, 1999 and December 31, 1998 (Unaudited)......2
  
                      Condensed Consolidated Statement of Operations and
                      Accumulated Deficit for the Nine and Three Months Ended
                      September 30, 1999 and 1998 (Unaudited)...................3
  
                      Condensed Consolidated Statement of Cash Flows for the
                      Nine Months Ended September 30, 1999 and 1998 (Unaudited).4
  
                      Notes to Condensed Consolidated
                      Financial Statements (Unaudited).......................5 - 9
  
            ITEM 2    Management's Discussion and Analysis of Financial
                      Condition and Results of Operations..................10 - 13
  
  PART II   OTHER INFORMATION
  
            ITEM 1    Legal Proceedings.........................................14
  
            ITEM 6    Exhibits and Reports on Form 8-K..........................14
  
            SIGNATURES..........................................................15
  
                         -----------------------------------
  
        This Quarterly Report on Form 10-Q is for the three months ended September
  30, 1999. This Quarterly Report modifies and supersedes documents filed prior to
  this  Quarterly  Report.  The  SEC  allows  us  to  "incorporate  by  reference"
  information that we file with them,  which means that we can disclose  important
  information  to you by referring  you directly to those  documents.  Information
  incorporated by reference is considered to be part of this Quarterly  Report. In
  addition,  information  we file with the SEC in the  future  will  automatically
  update and supersede  information  contained in this Quarterly  Report.  In this
  Quarterly  Report,  "Comcast Cable," "we," "us" and "our" refer to Comcast Cable
  Communications, Inc. and its subsidiaries.
  
       You should  carefully  review the  information  contained in this Quarterly
  Report and in other reports or documents that we file from time to time with the
  SEC. In this Quarterly  Report, we state our beliefs of future events and of our
  future  financial  performance.  In some cases, you can identify those so-called
  "forward-looking   statements"  by  words  such  as  "may,"  "will,"   "should,"
  "expects,"  "plans,"   "anticipates,"   "believes,"   "estimates,"   "predicts,"
  "potential,"  or "continue" or the negative of those words and other  comparable
  words.  You  should be aware  that those  statements  are only our  predictions.
  Actual events or results may differ materially.  In evaluating those statements,
  you should specifically  consider various factors,  including the risks outlined
  below.  Those factors may cause our actual results to differ materially from any
  of our forward-looking statements.
  
  Factors Affecting Future Operations
  
       The cable communications industry may be affected by, among other things:
  
       o    changes in laws and regulations,
       o    changes in the competitive environment,
       o    changes in technology,
       o    franchise related matters,
       o    market  conditions that may adversely  affect the availability of debt
            and equity  financing for working  capital,  capital  expenditures  or
            other purposes; and
       o    general economic conditions.
  <PAGE>
                 COMCAST CABLE COMMUNICATIONS, INC. AND SUBSIDIARIES
                                      FORM 10-Q
                          QUARTER ENDED SEPTEMBER 30, 1999
  
  PART I    FINANCIAL INFORMATION
  
  ITEM 1    FINANCIAL STATEMENTS
  
                        CONDENSED CONSOLIDATED BALANCE SHEET
                                     (Unaudited)
  
  <TABLE>
  <CAPTION>
                                                                       (Dollars in millions, except share data)
                                                                            September 30,     December 31,
                                                                                1999              1998
                                                                             ----------       ----------
  <S>                                                                          <C>              <C>
  ASSETS
  CURRENT ASSETS
     Cash and cash equivalents ...........................................        $21.9            $34.5
     Investments .........................................................         21.1             13.4
     Cash held by an affiliate ...........................................        144.7             57.1
     Accounts receivable, less allowance for doubtful
        accounts of $27.9 and $19.4 ......................................        114.0             90.9
     Inventories .........................................................         64.6             34.6
     Other current assets ................................................         24.5             14.9
                                                                             ----------       ----------
          Total current assets ...........................................        390.8            245.4
                                                                             ----------       ----------
  
  INVESTMENTS ............................................................         35.9              4.9
                                                                             ----------       ----------
  
  PROPERTY AND EQUIPMENT .................................................      4,110.6          3,276.5
     Accumulated depreciation ............................................     (1,415.5)        (1,180.4)
                                                                             ----------       ----------
     Property and equipment, net .........................................      2,695.1          2,096.1
                                                                             ----------       ----------
  
  DEFERRED CHARGES .......................................................      8,175.0          5,871.5
     Accumulated amortization ............................................     (2,138.4)        (1,768.5)
                                                                             ----------       ----------
     Deferred charges, net ...............................................      6,036.6          4,103.0
                                                                             ----------       ----------
  
                                                                               $9,158.4         $6,449.4
                                                                             ==========       ==========
  LIABILITIES AND STOCKHOLDER'S EQUITY
  
  CURRENT LIABILITIES
     Accounts payable and accrued expenses ...............................       $377.4           $324.0
     Accrued interest ....................................................        109.5             35.4
     Deferred income taxes ...............................................          3.4              4.6
     Current portion of long-term debt ...................................         47.3              0.1
     Due to affiliates ...................................................        171.2            166.6
                                                                             ----------       ----------
  
          Total current liabilities ......................................        708.8            530.7
                                                                             ----------       ----------
  
  LONG-TERM DEBT, less current portion ...................................      5,060.9          3,462.1
                                                                             ----------       ----------
  
  MINORITY INTEREST AND OTHER ............................................        157.0            181.8
                                                                             ----------       ----------
  
  NOTES PAYABLE TO AFFILIATES ............................................        134.9            134.6
                                                                             ----------       ----------
  
  DUE TO AFFILIATE .......................................................        631.6            524.8
                                                                             ----------       ----------
  
  DEFERRED INCOME TAXES, due to affiliate ................................      1,699.8          1,442.4
                                                                             ----------       ----------
  
  COMMITMENTS AND CONTINGENCIES
  
  STOCKHOLDER'S EQUITY
     Common stock, $1 par value - authorized and issued, 1,000 shares
     Additional capital ..................................................      3,831.7          3,066.2
     Accumulated deficit .................................................     (3,067.4)        (2,896.4)
     Unrealized gains on marketable securities ...........................          1.1              3.2
                                                                             ----------       ----------
          Total stockholder's equity .....................................        765.4            173.0
                                                                             ----------       ----------
  
                                                                               $9,158.4         $6,449.4
                                                                             ==========       ==========
  </TABLE>
  See notes to condensed consolidated financial statements.
  
                                          2
  <PAGE>
                 COMCAST CABLE COMMUNICATIONS, INC. AND SUBSIDIARIES
                                      FORM 10-Q
                          QUARTER ENDED SEPTEMBER 30, 1999
       CONDENSED CONSOLIDATED STATEMENT OF OPERATIONS AND ACCUMULATED DEFICIT
                                     (Unaudited)
  
  <TABLE>
  <CAPTION>
                                                                               (Dollars in millions)
                                                                 Nine Months Ended                Three Months Ended
                                                                    September 30,                    September 30,
                                                               1999             1998             1999             1998
                                                            ----------       ----------       ----------       ----------
  <S>                                                         <C>              <C>                <C>              <C>
  SERVICE INCOME ........................................     $2,115.9         $1,681.2           $762.3           $571.7
                                                            ----------       ----------       ----------       ----------
  
  COSTS AND EXPENSES
     Operating ..........................................        918.7            728.9            322.8            242.4
     Selling, general and administrative ................        488.8            381.7            177.2            129.2
     Depreciation and amortization ......................        718.9            495.1            264.2            171.5
                                                            ----------       ----------       ----------       ----------
                                                               2,126.4          1,605.7            764.2            543.1
                                                            ----------       ----------       ----------       ----------
  
  OPERATING (LOSS) INCOME ...............................        (10.5)            75.5             (1.9)            28.6
  
  OTHER EXPENSE (INCOME)
     Interest expense ...................................        254.7            163.0             95.7             55.1
     Interest expense on notes payable to affiliates ....          5.2             42.0              1.6             14.7
     Investment expense (income) and other, net .........          2.0            (13.3)            (4.4)            (9.4)
                                                            ----------       ----------       ----------       ----------
                                                                 261.9            191.7             92.9             60.4
                                                            ----------       ----------       ----------       ----------
  
  LOSS BEFORE INCOME TAX (BENEFIT) EXPENSE
     AND MINORITY INTEREST ..............................       (272.4)          (116.2)           (94.8)           (31.8)
  
  INCOME TAX (BENEFIT) EXPENSE ..........................        (18.8)           (27.6)            11.0             (6.9)
                                                            ----------       ----------       ----------       ----------
  
  LOSS BEFORE MINORITY INTEREST .........................       (253.6)           (88.6)          (105.8)           (24.9)
  
  MINORITY INTEREST INCOME ..............................        (82.6)           (12.9)           (24.9)            (3.4)
                                                            ----------       ----------       ----------       ----------
  
  LOSS BEFORE EXTRAORDINARY ITEMS .......................       (171.0)           (75.7)           (80.9)           (21.5)
  
  EXTRAORDINARY ITEMS ...................................                          (0.1)                             (0.1)
                                                            ----------       ----------       ----------       ----------
  
  NET LOSS ..............................................       (171.0)           (75.8)           (80.9)           (21.6)
  
  ACCUMULATED DEFICIT
     Beginning of period ................................     (2,896.4)        (2,799.1)        (2,986.5)        (2,853.3)
                                                            ----------       ----------       ----------       ----------
  
     End of period ......................................    ($3,067.4)       ($2,874.9)       ($3,067.4)       ($2,874.9)
                                                            ==========       ==========       ==========       ==========
  </TABLE>
  See notes to condensed consolidated financial statements.
  
                                          3
  <PAGE>
                 COMCAST CABLE COMMUNICATIONS, INC. AND SUBSIDIARIES
                                      FORM 10-Q
                          QUARTER ENDED SEPTEMBER 30, 1999
                   CONDENSED CONSOLIDATED STATEMENT OF CASH FLOWS
                                     (Unaudited)
  
  
  <TABLE>
  <CAPTION>
                                                                          (Dollars in millions)
                                                                      Nine Months Ended September 30,
                                                                           1999          1998
                                                                        --------       --------
  <S>                                                                    <C>            <C>
  OPERATING ACTIVITIES
     Net loss .........................................................  ($171.0)        ($75.8)
     Adjustments to reconcile net loss to net cash provided
       by operating activities:
        Depreciation and amortization .................................    718.9          495.1
        Non-cash interest expense .....................................      0.6            0.3
        Non-cash interest expense on notes payable to affiliates ......      5.0           42.0
        Deferred expenses charged by an affiliate .....................    106.8           95.0
        Gain on sales of investments ..................................     (0.5)          (7.9)
        Extraordinary items ...........................................                     0.1
        Minority interest income ......................................    (82.6)         (12.9)
        Deferred income tax benefit, due to affiliate .................    (25.2)         (32.1)
        Other .........................................................     (4.2)          (0.8)
                                                                        --------       --------
                                                                           547.8          503.0
        Changes in working capital accounts ...........................     (7.7)          58.7
                                                                        --------       --------
               Net cash provided by operating activities ..............    540.1          561.7
                                                                        --------       --------
  
  FINANCING ACTIVITIES
     Proceeds from borrowings .........................................    146.5          827.0
     Repayments of long-term debt .....................................     (1.0)        (735.9)
     Proceeds from notes payable to affiliates ........................     40.3           92.4
     Repayment of notes payable to affiliates .........................    (45.0)         (20.0)
     Net transactions with affiliates .................................      4.6            4.0
     Deferred financing costs and other ...............................      8.1           (0.7)
                                                                        --------       --------
               Net cash provided by financing activities ..............    153.5          166.8
                                                                        --------       --------
  
  INVESTING ACTIVITIES
     Acquisitions, net of cash acquired ...............................    (41.8)        (219.4)
     Capital expenditures .............................................   (471.4)        (488.2)
     Sale of short-term investments ...................................                     0.1
     (Increase) decrease in cash held by an affiliate .................    (87.6)          27.8
     Additions to deferred charges and other ..........................   (105.4)         (36.3)
                                                                        --------       --------
               Net cash used in investing activities ..................   (706.2)        (716.0)
                                                                        --------       --------
  
  (DECREASE) INCREASE IN CASH AND CASH EQUIVALENTS ....................    (12.6)          12.5
  
  CASH AND CASH EQUIVALENTS, beginning of period ......................     34.5           40.7
                                                                        --------       --------
  
  CASH AND CASH EQUIVALENTS, end of period ............................    $21.9          $53.2
                                                                        ========       ========
  </TABLE>
  
  See notes to condensed consolidated financial statements.
  
                                          4
  <PAGE>
                 COMCAST CABLE COMMUNICATIONS, INC. AND SUBSIDIARIES
                                      FORM 10-Q
                          QUARTER ENDED SEPTEMBER 30, 1999
                NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
                                     (Unaudited)
  
  1.    CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
  
        Basis of Presentation
        The condensed  consolidated balance sheet as of December 31, 1998 has been
        condensed from the audited consolidated balance sheet as of that date. The
        condensed  consolidated  balance  sheet  as of  September  30,  1999,  the
        condensed consolidated statement of operations and accumulated deficit for
        the  nine and  three  months  ended  September  30,  1999 and 1998 and the
        condensed  consolidated  statement of cash flows for the nine months ended
        September   30,  1999  and  1998  have  been  prepared  by  Comcast  Cable
        Communications, Inc. (the "Company"), a wholly owned subsidiary of Comcast
        Corporation  ("Comcast"),  and  have  not been  audited  by the  Company's
        independent  auditors.  In the  opinion  of  management,  all  adjustments
        necessary to present fairly the financial position,  results of operations
        and cash flows as of September 30, 1999 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, 1998 Annual Report on Form 10-K filed with the
        Securities and Exchange  Commission (the "SEC"). The results of operations
        for the periods ended September 30, 1999 are not necessarily indicative of
        operating results for the full year.
  
  2.    SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
  
        New Accounting Pronouncement
        In June 1998, the Financial Accounting Standards Board (the "FASB") issued
        Statement of Financial  Accounting Standards ("SFAS") No. 133, "Accounting
        for  Derivative   Instruments  and  Hedging  Activities."  This  statement
        establishes  the accounting and reporting  standards for  derivatives  and
        hedging  activity.  Upon the adoption of SFAS No. 133, all derivatives are
        required to be recognized in the statement of financial position as either
        assets or liabilities  and measured at fair value.  In July 1999, the FASB
        issued SFAS No. 137,  "Accounting  for Derivative  Instruments and Hedging
        Activities - Deferral of the Effective Date of FASB Statement No. 133 - an
        amendment of FASB  Statement No. 133"  deferring  the  effective  date for
        implementation  of SFAS No. 133 to fiscal years  beginning  after June 15,
        2000. The Company is currently  evaluating the impact the adoption of SFAS
        No. 133 will have on its financial position and results of operations.
  
        Comprehensive Loss
        Total comprehensive loss for the nine and three months ended September 30,
        1999 and 1998 was $173.1 million,  $75.5 million,  $83.2 million and $21.3
        million,  respectively.  Total  comprehensive  loss  includes net loss and
        unrealized  gains  (losses)  on  marketable  securities  for  the  periods
        presented.
  
        Reclassifications
        Certain  reclassifications  have  been made to the  prior  year  condensed
        consolidated financial statements to conform to those classifications used
        in 1999.
  
  3.    ACQUISITIONS AND OTHER SIGNIFICANT EVENTS
  
        Adelphia Agreement
        In May 1999, the Company and Jones Intercable,  Inc. ("Jones Intercable" -
        see  "Acquisition  of a Controlling  Interest in Jones  Intercable,  Inc."
        below) entered into an agreement  (the  "Adelphia  Agreement") to exchange
        certain cable systems with Adelphia Communications ("Adelphia"). Under the
        terms of the Adelphia Agreement, the Company and Jones Intercable,  in the
        aggregate,  will receive  approximately  464,000  cable  subscribers  from
        Adelphia. In exchange,  Adelphia will receive current systems owned by the
        Company and Jones  Intercable  serving,  in the  aggregate,  approximately
        440,000 subscribers.  All of the systems involved in the transactions will
        be  valued  based  upon  independent  appraisals  with any  difference  in
        relative  value to be funded with cash or additional  cable  systems.  The
        system exchanges are subject to customary closing and regulatory approvals
        and are expected to close by mid-2000.
  
                                          5
  <PAGE>
                 COMCAST CABLE COMMUNICATIONS, INC. AND SUBSIDIARIES
                                      FORM 10-Q
                          QUARTER ENDED SEPTEMBER 30, 1999
          NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS - CONTINUED
                                     (Unaudited)
  
        AT&T Agreement
        In May 1999,  Comcast and AT&T Corp.  ("AT&T")  entered  into an agreement
        (the  "AT&T  Agreement")  pursuant  to which  Comcast  and AT&T  agreed to
        exchange various cable systems,  including  certain of the Company's cable
        systems  (the  "AT&T  System  Exchanges").  Under  the  terms  of the AT&T
        Agreement,  Comcast will pay AT&T  approximately  $3.4 billion (subject to
        adjustment based on the actual number of net subscribers  acquired and the
        per subscriber price of certain subscribers) for the approximately 750,000
        net  subscribers to be acquired as a result of the AT&T System  Exchanges.
        Comcast will pay for the net  subscribers  acquired in connection with the
        AT&T System  Exchanges with shares of AT&T common stock currently owned or
        subsequently  acquired by Comcast  and other  securities  or assets  which
        would  permit  the AT&T  System  Exchanges  to be  tax-free  to the extent
        possible.  The  value  of any  currently  owned  AT&T  common  stock to be
        exchanged will be $54.41 per share,  based upon the average  trading price
        during the 20-day trading period beginning June 3, 1999.
  
        Under  the  terms of the AT&T  Agreement,  Comcast  also has an  option to
        acquire from AT&T, following  approximately three years,  additional cable
        systems  with a total of between 1.0  million and 1.4 million  subscribers
        for  approximately  $4.8 billion to $6.7 billion (subject to reduction for
        any long-term debt and other  liabilities of the acquired cable  systems).
        Comcast will pay for these cable systems with shares of Comcast's  Class A
        Special  Common Stock  (valued on the same basis as described in the prior
        paragraph)  and  other   securities  or  assets  which  would  permit  the
        acquisition  to be tax-free (or if such result can not be  obtained,  with
        cash).
  
        Under the terms of the AT&T  Agreement,  Comcast  has also agreed to offer
        AT&T-branded  residential wireline telephony in the Company's cable system
        markets,  provided  AT&T  has  concluded  separate  residential  telephony
        agreements with at least two other non-AT&T affiliated  multi-system cable
        operators.  AT&T has agreed to grant Comcast the most favorable terms AT&T
        has reached with any of those or other multi-system cable operators.
  
        The  majority of the AT&T System  Exchanges  and the exercise of Comcast's
        option to acquire the  additional  cable systems are  contingent  upon the
        completion  of  AT&T's  acquisition  of  MediaOne  Group,  Inc.,  which is
        expected to close in 2000, subject to receipt of necessary  regulatory and
        other approvals. There can be no assurance, however, that such acquisition
        will be consummated.
  
        Acquisition of a Controlling Interest in Jones Intercable, Inc.
        On April 7, 1999,  Comcast  completed  the  acquisition  of a  controlling
        interest  in Jones  Intercable,  for  aggregate  consideration  of  $706.3
        million in cash.  Also on that  date,  Comcast  contributed  its shares in
        Jones  Intercable  to the  Company.  In June 1999,  Comcast  purchased  an
        additional 1.0 million shares of Jones Intercable Class A Common Stock for
        $50.0 million through a private transaction and contributed such shares to
        the Company. As of September 30, 1999, the Company owns approximately 13.8
        million shares of Jones Intercable Class A Common Stock and  approximately
        2.9  million  shares  of  Jones  Intercable  Common  Stock,   representing
        approximately  39.6% of the economic  and 48.3% of the voting  interest in
        Jones Intercable.  In addition, the Control Shares represent shares having
        the right to elect  approximately  75% of the Board of  Directors of Jones
        Intercable.  Jones  Intercable  is a  public  company,  which  owns  cable
        operations serving  approximately 1.0 million  customers.  The acquisition
        was accounted for under the purchase  method of  accounting.  As such, the
        operating   results  of  Jones   Intercable  have  been  included  in  the
        accompanying   condensed   consolidated   statement  of   operations   and
        accumulated  deficit from the  acquisition  date.  The  allocation  of the
        purchase  price to the  assets  and  liabilities  of Jones  Intercable  is
        preliminary  pending a final  appraisal.  The  contributions  of Comcast's
        interest in Jones  Intercable to the Company had no significant  impact on
        the Company's condensed  consolidated statement of cash flows due to their
        noncash nature.
  
        In August 1999,  Comcast  announced  its intention to commence an offer to
        exchange 1.4 shares of its Class A Special  Common Stock for each share of
        Class A Common Stock or Common Stock of Jones  Intercable for up to 79% of
        the combined number of shares of Jones Intercable Class A Common Stock and
        Common Stock  outstanding  (subject to certain terms and  conditions to be
        contained  in  the  offer  documents).   The  offer  would  commence  upon
        registration  of Comcast's  Class A Special  Common Stock to be offered in
        the exchange offer with the SEC pursuant
  
                                          6
  <PAGE>
                 COMCAST CABLE COMMUNICATIONS, INC. AND SUBSIDIARIES
                                      FORM 10-Q
                          QUARTER ENDED SEPTEMBER 30, 1999
          NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS - CONTINUED
                                     (Unaudited)
  
        to an effective registration statement.  Comcast intends to contribute the
        shares of Jones  Intercable  Class A Common  Stock  and  Jones  Intercable
        Common Stock received in the exchange offer to the Company.
  
        Unaudited Pro Forma Information
        The following  unaudited pro forma  information  for the nine months ended
        September 30, 1999 and 1998 has been presented as if the Jones  Intercable
        contribution  occurred on January 1, 1998.  This  information  is based on
        historical results of operations,  adjusted for acquisition costs, and, in
        the  opinion of  management,  is not  necessarily  indicative  of what the
        results would have been had the Company  operated Jones  Intercable  since
        January 1, 1998 (dollars in millions).
  
  <TABLE>
  <CAPTION>
                                                                         Nine Months Ended
                                                                 September 30,        September 30,
                                                                     1999                 1998
                                                               -----------------    -----------------
  <S>                                                                <C>                  <C>
        Revenues............................................         $2,242.2             $2,039.2
        Net loss............................................           (212.8)              (187.6)
  </TABLE>
  
        AT&T Acquisition of Teleport
        In July 1998,  AT&T  completed  its merger  with  Teleport  Communications
        Group, Inc. ("Teleport"). Upon closing of the merger, the Company received
        173,532 shares of AT&T common stock in exchange (the  "Exchange")  for the
        184,022 shares of Teleport Class B Common Stock held by the Company.  As a
        result of the  Exchange,  the Company  recognized  a pre-tax  gain of $7.9
        million  during  the nine and  three  months  ended  September  30,  1998,
        representing  the  difference  between  the fair  value of the AT&T  stock
        received and the  Company's  basis in  Teleport.  Such gain is included in
        investment  expense  (income) and other,  net in the  Company's  condensed
        consolidated statement of operations and accumulated deficit.
  
  4.    LONG-TERM DEBT
  
        Interest Rates
        As of September 30, 1999 and December 31, 1998,  the  Company's  effective
        weighted average interest rate on its long-term debt outstanding was 7.43%
        and 7.48%, respectively.
  
        Lines of Credit
        As of September 30, 1999,  certain  subsidiaries of the Company had unused
        lines of credit of $924.2  million,  $324.2 million of which is restricted
        by the covenants of the related debt agreements and to subsidiary  general
        purposes and dividend declaration.
  
  5.    NOTES PAYABLE TO AFFILIATES
  
        As of  September  30,  1999  and  December  31,  1998,  notes  payable  to
        affiliates  include $126.0 million and $130.7 million  principal amount of
        notes payable to Comcast and certain of its wholly owned subsidiaries. The
        notes  payable  bear  interest at rates  ranging from 7.25% to 9.25% as of
        September  30,  1999  (weighted  average  interest  rate  of  7.73%  as of
        September  30, 1999 and December  31,  1998) and are due in 2002.  Accrued
        interest  relating  to such  notes of $8.9  million  and $3.9  million  is
        included  in notes  payable to  affiliates  as of  September  30, 1999 and
        December 31, 1998, respectively.
  
  6.    RELATED PARTY TRANSACTIONS
  
        Comcast, on behalf of the Company, has an affiliation  agreement with QVC,
        Inc. ("QVC"),  an electronic  retailer and a majority owned and controlled
        subsidiary of Comcast,  to carry its  programming.  In return for carrying
        QVC  programming,  the Company receives an allocated  portion,  based upon
        market  share,  of a percentage  of net sales of  merchandise  sold to QVC
        customers  located in the Company's  service area.  For the nine and three
        months ended
  
                                          7
  <PAGE>
                 COMCAST CABLE COMMUNICATIONS, INC. AND SUBSIDIARIES
                                      FORM 10-Q
                          QUARTER ENDED SEPTEMBER 30, 1999
          NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS - CONTINUED
                                     (Unaudited)
  
        September 30, 1999 and 1998, the Company's  service  income  includes $7.2
        million,  $7.0  million,  $2.4  million  and $2.5  million,  respectively,
        relating to QVC.
  
        Comcast,  through  management  agreements,  manages the  operations of the
        Company's  subsidiaries,  including rebuilds and upgrades.  The management
        agreements  generally  provide that Comcast will  supervise the management
        and operations of the cable systems and arrange for and supervise  certain
        administrative   functions.   As  compensation  for  such  services,   the
        agreements  provide for Comcast to charge  management  fees of up to 6% of
        gross revenues. Comcast charged the Company's subsidiaries management fees
        of $118.4 million,  $96.4 million,  $43.0 million and $32.5 million during
        the nine and three months ended September 30, 1999 and 1998, respectively.
        These management fees are included in selling,  general and administrative
        expenses in the Company's condensed  consolidated  statement of operations
        and accumulated deficit. Comcast has agreed to permit certain subsidiaries
        of the Company to defer  payment of a portion of these  expenses  with the
        deferred portion being treated as a subordinated  long-term  liability due
        to  affiliate  which  will not be paid  until the  subsidiaries'  existing
        long-term  debt is  retired.  In  addition,  payment  of  certain of these
        expenses  has  been  deferred  until  the  California   Public  Employees'
        Retirement  System  ("CalPERS")  no longer has an interest in Comcast MHCP
        Holdings,  LLC (the "LLC"),  a majority  owned  subsidiary of the Company.
        Management  fees deferred  during the nine months ended September 30, 1999
        and 1998  were  $4.3  million  and $4.1  million,  respectively.  Deferred
        management fees were $146.7 million and $142.4 million as of September 30,
        1999 and December 31, 1998, respectively.
  
        On behalf of the Company,  Comcast seeks and secures long-term programming
        contracts that generally provide for payment based on either a monthly fee
        per subscriber per channel or a percentage of certain subscriber revenues.
        Comcast  charges each of the Company's  subsidiaries  for programming on a
        basis which generally  approximates  the amount each such subsidiary would
        be charged if it purchased  such  programming  directly from the supplier,
        subject  to   limitations   imposed  by  debt   facilities   for   certain
        subsidiaries,  and did not benefit from the purchasing  power of Comcast's
        consolidated  operations.  Amounts  charged to the  Company by Comcast for
        programming (the "Programming Charges") are included in operating expenses
        in the  Company's  condensed  consolidated  statement  of  operations  and
        accumulated   deficit.  The  Company  purchases  certain  other  services,
        including insurance and employee benefits, from Comcast under cost-sharing
        arrangements  on terms that reflect  Comcast's  actual  cost.  The Company
        reimburses  Comcast for certain  other costs  (primarily  salaries)  under
        cost-reimbursement  arrangements.  Under  all of these  arrangements,  the
        Company incurred total expenses of $720.0 million,  $571.2 million, $252.5
        million and $190.8  million,  including  $612.8  million,  $482.5 million,
        $211.6 million and $161.7 million of Programming Charges,  during the nine
        and three  months ended  September  30, 1999 and 1998,  respectively.  The
        Programming  Charges include $59.7 million,  $43.2 million,  $18.5 million
        and $13.7  million  during the nine and three months ended  September  30,
        1999 and 1998,  respectively,  relating to  programming  purchased  by the
        Company,  through Comcast, from suppliers in which Comcast holds an equity
        interest.
  
        Comcast  has agreed to permit  certain of the  Company's  subsidiaries  to
        defer  payment of a portion of the  Programming  Charges with the deferred
        portion  being  treated  as a  subordinated  long-term  liability  due  to
        affiliate  which  will not be  payable  until the  subsidiaries'  existing
        long-term  debt  is  retired.  In  addition,  payment  of  certain  of the
        Programming  Charges  has been  deferred  until  CalPERS  no longer has an
        interest in the LLC.  Programming  Charges deferred during the nine months
        ended  September 30, 1999 and 1998 were $102.5  million and $90.9 million,
        respectively.  Deferred Programming Charges were $484.9 million and $382.4
        million as of September 30, 1999 and December 31, 1998, respectively.
  
        Current due to affiliates in the Company's condensed  consolidated balance
        sheet  primarily  consists of amounts  due to Comcast  and its  affiliates
        under the cost-sharing arrangements described above and amounts payable to
        Comcast and its  affiliates  as  reimbursement  for payments  made, in the
        ordinary course of business, by such affiliates on behalf of the Company.
  
        The Company has entered into a custodial account  arrangement with Comcast
        Financial  Agency  Corporation  ("CFAC"),  a wholly  owned  subsidiary  of
        Comcast,  under  which  CFAC  provides  cash  management  services  to the
        Company. Under this arrangement, the Company's cash receipts are deposited
        with and held by CFAC, as custodian
  
                                          8
  <PAGE>
                 COMCAST CABLE COMMUNICATIONS, INC. AND SUBSIDIARIES
                                      FORM 10-Q
                          QUARTER ENDED SEPTEMBER 30, 1999
          NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS - CONCLUDED
                                     (Unaudited)
  
        and agent,  which invests and disburses such funds at the direction of the
        Company.  As of September 30, 1999 and December 31, 1998,  $144.7  million
        and $57.1 million,  respectively,  of the Company's cash was held by CFAC.
        These  amounts  have been  classified  as cash held by an affiliate in the
        Company's condensed  consolidated balance sheet. During the nine and three
        months  ended  September  30,  1999  and  1998,  the  Company   recognized
        investment  income of $1.2 million,  $2.7  million,  $0.4 million and $0.5
        million, respectively, on cash held by CFAC.
  
  7.    STATEMENT OF CASH FLOWS - SUPPLEMENTAL INFORMATION
  
        The Company  made cash  payments  for  interest on its  long-term  debt of
        $180.0 million, $119.3 million, $41.5 million and $14.9 million during the
        nine and three months ended September 30, 1999 and 1998, respectively. The
        Company made cash payments for interest on the notes payable to affiliates
        of $0.2 million during the nine months September 30, 1999.
  
        The Company made cash  payments  for state  income taxes of $4.8  million,
        $4.4  million,  $1.4  million and $0.3  million  during the nine and three
        months ended September 30, 1999 and 1998, respectively.
  
  8.    COMMITMENTS AND CONTINGENCIES
  
        The Company is subject to legal  proceedings and claims which arise in the
        ordinary course of its business. In the opinion of management,  the amount
        of ultimate  liability  with respect to these actions will not  materially
        affect the financial  position,  results of operations or liquidity of the
        Company.
  
                                          9
  <PAGE>
                 COMCAST CABLE COMMUNICATIONS, INC. AND SUBSIDIARIES
                                      FORM 10-Q
                          QUARTER ENDED SEPTEMBER 30, 1999
  
  
  ITEM 2    MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
            RESULTS OF OPERATIONS
  
        Information  for this item is omitted  pursuant to Securities and Exchange
  Commission General Instruction H to Form 10-Q, except as noted below.
  
  Results of Operations
  
        Our summarized  consolidated  financial information for the nine and three
  months  ended  September  30, 1999 and 1998 is as follows  (dollars in millions,
  "NM" denotes percentage is not meaningful):
  
  <TABLE>
  <CAPTION>
                                                                           Nine Months Ended
                                                                             September 30,            Increase / (Decrease)
                                                                           1999          1998           $              %
                                                                        ----------    ----------    ----------    -----------
  <S>                                                                     <C>           <C>             <C>              <C>
  Service income.....................................................     $2,115.9      $1,681.2        $434.7           25.9%
  Operating, selling, general and administrative expenses............      1,407.5       1,110.6         296.9           26.7
                                                                        ----------    ----------
  Operating income before depreciation and
     amortization (1)................................................        708.4         570.6         137.8           24.2
  Depreciation and amortization......................................        718.9         495.1         223.8           45.2
                                                                        ----------    ----------
  Operating (loss) income............................................        (10.5)         75.5         (86.0)            NM
                                                                        ----------    ----------
  Interest expense...................................................        254.7         163.0          91.7           56.3
  Interest expense on notes payable to affiliates....................          5.2          42.0         (36.8)         (87.6)
  Investment expense (income) and other, net.........................          2.0         (13.3)         15.3             NM
  Income tax benefit.................................................        (18.8)        (27.6)         (8.8)         (31.9)
  Minority interest income...........................................        (82.6)        (12.9)         69.7             NM
  Extraordinary items................................................                       (0.1)          0.1             NM
                                                                        ----------    ----------
  Net loss...........................................................      ($171.0)       ($75.8)        $95.2             NM
                                                                        ==========    ==========
  
  
                                                                           Three Months Ended
                                                                             September 30,            Increase / (Decrease)
                                                                           1999          1998           $              %
                                                                        ----------    ----------    ----------    -----------
  Service income.....................................................       $762.3        $571.7        $190.6           33.3%
  Operating, selling, general and administrative expenses............        500.0         371.6         128.4           34.6
                                                                        ----------    ----------
  Operating income before depreciation and
     amortization (1)................................................        262.3         200.1          62.2           31.1
  Depreciation and amortization......................................        264.2         171.5          92.7           54.1
                                                                        ----------    ----------
  Operating (loss) income............................................         (1.9)         28.6         (30.5)            NM
                                                                        ----------    ----------
  Interest expense...................................................         95.7          55.1          40.6           73.7
  Interest expense on notes payable to affiliates....................          1.6          14.7         (13.1)         (89.1)
  Investment income and other, net...................................         (4.4)         (9.4)         (5.0)         (53.2)
  Income tax expense (benefit).......................................         11.0          (6.9)         17.9             NM
  Minority interest income...........................................        (24.9)         (3.4)         21.5             NM
  Extraordinary items................................................                       (0.1)          0.1             NM
                                                                        ----------    ----------
  Net loss...........................................................       ($80.9)       ($21.6)        $59.3             NM
                                                                        ==========    ==========
  <FN>
  ------------
  (1)   Operating income before depreciation and amortization is commonly referred
        to  in  the  cable  communications  business  as  "operating  cash  flow."
        Operating  cash flow is a measure of a company's  ability to generate cash
        to service its  obligations,  including debt service  obligations,  and to
        finance  capital  and  other  expenditures.  In  part  due to the  capital
        intensive  nature of the cable  communications  business and the resulting
        significant  level of  non-cash  depreciation  and  amortization  expense,
        operating  cash flow is frequently  used as one of the bases for comparing
        businesses in the cable communications  industry,  although our measure of
        operating cash flow may not be comparable to similarly  titled measures of
        other  companies.  Operating  cash flow is the  primary  basis used by our
        management to measure the operating performance of our business. Operating
        cash flow does not purport to
  
                                         10
  <PAGE>
                 COMCAST CABLE COMMUNICATIONS, INC. AND SUBSIDIARIES
                                      FORM 10-Q
                          QUARTER ENDED SEPTEMBER 30, 1999
  
  
        represent  net income or net cash  provided by  operating  activities,  as
        those terms are defined under generally  accepted  accounting  principles,
        and should not be considered as an alternative to such  measurements as an
        indicator of our performance.
  </FN>
  </TABLE>
  
  Service Income
  
        Of the respective  $434.7 million and $190.6 million  increases in service
  income for the nine and three month  periods from 1998 to 1999,  $284.1  million
  and $137.8 million are attributable to the effects of Comcast's  contribution of
  Jones  Intercable to us in April 1999 (see Note 3 to our condensed  consolidated
  financial  statements included in Item 1) and the effects of our acquisitions of
  cable communications systems, $18.1 million and $5.6 million are attributable to
  subscriber  growth,  $68.6 million and $21.5 million relate to changes in rates,
  $16.2 million and $5.6 million attributable to growth in cable advertising sales
  and $47.7 million and $20.1 million  relate to other  product  offerings  (e.g.,
  digital cable, high speed data services, etc.).
  
  Operating, Selling, General and Administrative Expenses
  
        See Note 6 to our condensed  consolidated financial statements included in
  Item 1.
  
        Of  the  respective   $296.9  million  and  $128.4  million  increases  in
  operating,  selling,  general and administrative expenses for the nine and three
  month  periods  from  1998  to  1999,  $204.6  million  and  $92.5  million  are
  attributable to the effects of Comcast's  contribution of Jones Intercable to us
  in April  1999  and the  effects  of our  acquisitions  of cable  communications
  systems,  $39.4 million and $10.9 million are  attributable  to increases in the
  costs of cable  programming as a result of changes in rates,  subscriber  growth
  and additional channel offerings, $3.6 million and $1.4 million are attributable
  to growth in  advertising  sales and $49.3 million and $23.6 million result from
  increases  in the  cost of  labor,  other  volume  related  expenses  and  costs
  associated with new product offerings.  It is anticipated that the cost of cable
  programming will increase in the future as cable  programming rates increase and
  additional sources of cable programming become available.
  
  Depreciation and Amortization Expense
  
        The respective  $223.8 million and $92.7 million increases in depreciation
  and amortization  expense for the nine and three month periods from 1998 to 1999
  are primarily  attributable  to the effects of Comcast's  contribution  of Jones
  Intercable  to us,  the  effects  of our  acquisitions  of cable  communications
  systems  and  the  effects  of  our  capital   expenditures.   Depreciation  and
  amortization  expense for the nine months ended  September 30, 1999 includes the
  effects  of  final  purchase  price   adjustments   relating  to  certain  cable
  communications systems which we acquired in 1998.
  
  Interest Expense
  
        The  respective  $91.7  million and $40.6  million  increases  in interest
  expense for the nine and three month periods from 1998 to 1999 are primarily due
  to the effects of Comcast's  contribution  of Jones  Intercable to us and to the
  issuance of our $800.0 million aggregate principal amount 6.20% senior notes due
  2008 in November 1998. We anticipate that, for the foreseeable future,  interest
  expense will be a  significant  cost to us and will have a  significant  adverse
  effect on our ability to realize net earnings. We believe we will continue to be
  able to meet our  obligations  through  our ability  both to generate  operating
  income before depreciation and amortization and to obtain external financing.
  
  Interest Rate Risk
  
        During the nine months  ended  September  30,  1999,  we have entered into
  interest rate exchange agreements ("Swaps") with an aggregate notional amount of
  $300.0 million and in connection with Comcast's contribution of Jones Intercable
  to us, we acquired Swaps with an aggregate  notional  amount of $400.0  million.
  Swaps with an aggregate notional amount of $150.0 million either were terminated
  or expired from January 1, 1999 through  September 30, 1999. As of September 30,
  1999, we have Swaps with an aggregate  notional  amount of $600.0 million having
  an average pay rate of 6.87% and an average receive rate of 5.85%.
  
  Interest Expense on Notes Payable to Affiliates
  
        The  respective  $36.8  million and $13.1  million  decreases  in interest
  expense on notes payable to affiliates for the nine and three month periods from
  1998 to 1999 are primarily  attributable  to decreases in the average balance of
  notes outstanding.
  
  Investment Expense (Income) and Other, Net
  
        In July 1998,  AT&T  completed  its merger  with  Teleport  Communications
  Group, Inc. ("Teleport"). Upon closing of the merger, we received 173,532 shares
  of AT&T common stock in exchange (the "Exchange") for
  
                                         11
  <PAGE>
                 COMCAST CABLE COMMUNICATIONS, INC. AND SUBSIDIARIES
                                      FORM 10-Q
                          QUARTER ENDED SEPTEMBER 30, 1999
  
  the 184,022  shares of Teleport  Class B Common Stock held by us. As a result of
  the Exchange,  we recognized a pre-tax gain of $7.9 million  during the nine and
  three months ended September 30, 1998,  representing the difference  between the
  fair value of the AT&T stock  received and our basis in  Teleport.  Such gain is
  included  in  investment  expense  (income)  and  other,  net in  our  condensed
  consolidated statement of operations and accumulated deficit.
  
  Income Tax (Benefit) Expense
  
        The  respective  $8.8  million and $17.9  million  decreases in income tax
  benefit for the nine and three month periods from 1998 to 1999 are primarily the
  result of the effects of  increases  in our loss  before  income tax benefit and
  minority interest.
  
  Minority Interest Income
  
       The  respective  $69.7  million  and $21.5  million  increases  in minority
  interest  income  for the nine and  three  month  periods  from 1998 to 1999 are
  primarily due to the effects of Comcast's contribution of Jones Intercable to us
  and to increases in the net loss of our majority owned subsidiary,  Comcast MHCP
  Holdings, L.L.C. in 1999 as compared to the 1998 periods.
  
       For the nine and three  months  ended  September  30,  1999 and  1998,  our
  earnings  before  extraordinary  items,  income tax (benefit)  expense and fixed
  charges  (interest  expense and interest expense on notes payable to affiliates)
  were  $70.1  million,   $101.7   million,   $27.4  million  and  $41.4  million,
  respectively.  Such  earnings  were not  adequate to cover our fixed  charges of
  $259.9 million, $205.0 million, $97.3 million and $69.8 million for the nine and
  three months ended September 30, 1999 and 1998, respectively.  Our fixed charges
  include non-cash interest expense of $5.6 million,  $42.3 million,  $1.9 million
  and $14.8  million for the nine and three  months ended  September  30, 1999 and
  1998,  respectively.  The  inadequacy  of our earnings to cover fixed charges is
  primarily  due  to  the  substantial   non-cash  charges  for  depreciation  and
  amortization expense.
  
        We believe  that our losses and the  inadequacy  of our  earnings to cover
  fixed  charges  will not  significantly  affect  the  performance  of our normal
  business activities because of our existing cash, cash equivalents,  investments
  and cash held by an affiliate,  our ability to generate  operating income before
  depreciation and amortization and our ability to obtain external financing.
  
        We believe that our operations are not materially affected by inflation.
  
                                --------------------
  
  Year 2000 Readiness Disclosure
  
        The Year 2000 Issue is the result of computer programs being written using
  two  digits  rather  than four to define  the  applicable  year.  Certain of our
  computer programs that have  date-sensitive  software may recognize a date using
  "00" as the year 1900 rather than the year 2000 (the "Year 2000 Issue"). If this
  situation   occurs,   the  potential  exists  for  computer  system  failure  or
  miscalculations   by  computer   programs,   which  could  cause  disruption  of
  operations. We are in the process of evaluating and addressing the impact of the
  Year 2000 Issue on our operations to ensure that our information  technology and
  business  systems  recognize  calendar Year 2000. We are utilizing both internal
  and external resources in implementing our Year 2000 program,  which consists of
  the following phases:
  
        Assessment Phase.  Structured  evaluation,  including a detailed inventory
  outlining the impact that the Year 2000 Issue may have on current operations.
  
        Detailed  Planning  Phase.  Establishment  of  priorities,  development of
  specific  action  steps and  allocation  of  resources  to  address  the  issues
  identified in the Assessment Phase.
  
        Conversion Phase.  Implementation of the necessary system modifications as
  outlined in the Detailed Planning Phase.
  
        Testing  Phase.  Verification  that the  modifications  implemented in the
  Conversion Phase will be successful in resolving the Year 2000 Issue so that all
  inventory items will function  properly,  both individually and on an integrated
  basis.
  
        Implementation  Phase.  Final roll-out of fully tested  components into an
  operational unit.
  
        Based on an inventory  conducted in 1997, we identified  computer  systems
  that required  modification  or replacement  so that they will properly  utilize
  dates beyond December 31, 1999.  Many of our critical  systems were new and were
  already  Year 2000  compliant  as a result of the recent  rebuild of many of our
  cable  communications  systems.  In  addition,  we have  communicated  with  our
  significant  software suppliers and service bureaus to determine their plans for
  remediating the Year 2000 Issue in their software which we use or rely upon.
  
                                         12
  <PAGE>
                 COMCAST CABLE COMMUNICATIONS, INC. AND SUBSIDIARIES
                                      FORM 10-Q
                          QUARTER ENDED SEPTEMBER 30, 1999
  
  
        As of  October  31,  1999,  we are in the  final  stages  of our Year 2000
  program. We believe that all key systems are Year 2000 compliant.  Other systems
  that required remediation are substantially complete. Further, contingency plans
  have been  created  for our key  systems  and  operations.  Additional  business
  continuity  preparations are being implemented to create post-Year 2000 response
  teams with a centralized command center to further mitigate Year 2000 risk.
  
        Through September 30, 1999, we have incurred approximately $7.0 million in
  connection  with our Year 2000  remediation  program.  We estimate  that we will
  incur between  approximately  $1.0 million to $3.0 million of additional expense
  through December 1999 in connection with our Year 2000 remediation  program. Our
  estimate to complete the remediation plan includes the estimated time associated
  with mitigating the Year 2000 Issue for third party software. However, there can
  be no  guarantee  that the systems of other  companies  on which we rely will be
  converted  on a timely  basis,  or that a failure to convert by another  company
  would not have a material adverse effect on us.
  
        Our management  will continue to  periodically  report the progress of our
  Year 2000  remediation  program to the Audit  Committee  of  Comcast's  Board of
  Directors.
  
        The costs of the  project  and the date on which we plan to  complete  the
  Year 2000 modifications and replacements are based on our best estimates,  which
  were  derived  using  assumptions  of  future  events  including  the  continued
  availability of resources and the reliability of third party modification plans.
  However,  there can be no guarantee  that these  estimates  will be achieved and
  actual results could differ  materially from those plans.  Specific factors that
  may cause  such  material  differences  include,  but are not  limited  to,  the
  availability  and cost of personnel with  appropriate  necessary  skills and the
  ability  to  locate  and  correct  all  relevant   computer   code  and  similar
  uncertainties.
  
        We believe that with modifications to existing software and conversions to
  new  software,  the  Year  2000  Issue  can  be  mitigated.   However,  if  such
  modifications  and  conversions  are not made,  or are not  completed  within an
  adequate time frame, the Year 2000 Issue could have a material adverse impact on
  our operations.
  
                                         13
  
  <PAGE>
                 COMCAST CABLE COMMUNICATIONS, INC. AND SUBSIDIARIES
                                      FORM 10-Q
                          QUARTER ENDED SEPTEMBER 30, 1999
  
  
  PART II   OTHER INFORMATION
  
  ITEM 1    LEGAL PROCEEDINGS
  
        We are subject to legal proceedings and claims which arise in the ordinary
        course of our business.  In the opinion of our  management,  the amount of
        ultimate  liability  with  respect to these  actions  will not  materially
        affect our financial position, results of operations or liquidity .
  
  ITEM 6    EXHIBITS AND REPORTS ON FORM 8-K
  
        (a)   Exhibits required to be filed by Item 601 of Regulation S-K:
  
              27.1  Financial Data Schedule.
  
        (b)   Reports on Form 8-K:
  
              (i)   We filed a Current  Report on Form 8-K under  Item 5 on August
                    11, 1999 relating to our announcement that Comcast Corporation
                    plans to commence an offer to exchange 1.4 shares of its Class
                    A Special  Common Stock for each share of Class A Common Stock
                    or Common Stock of Jones Intercable, Inc. for up to 79% of the
                    combined  number of shares of Jones  Intercable,  Inc. Class A
                    Common Stock and Common Stock outstanding.
  
  
  
                                         14
  <PAGE>
                 COMCAST CABLE COMMUNICATIONS, INC. AND SUBSIDIARIES
                                      FORM 10-Q
                          QUARTER ENDED SEPTEMBER 30, 1999
  
                                     SIGNATURES
  
        Pursuant to the  requirements of the Securities  Exchange Act of 1934, the
  Registrant  has duly  caused  this  report  to be  signed  on its  behalf by the
  undersigned thereunto duly authorized.
  
  
  
                                          COMCAST CABLE COMMUNICATIONS, INC.
                                          ----------------------------------------
  
  
                                          /S/ LAWRENCE S. SMITH
                                          ----------------------------------------
                                          Lawrence S. Smith
                                          Principal Accounting Officer
  
  
  
                                          /S/ JOSEPH J. EUTENEUER
                                          ----------------------------------------
                                          Joseph J. Euteneuer
                                          Vice President (Authorized Officer)
  
  Date: November 15, 1999
  
                                         15
metadata_documents: [{"type": "10-Q", "sequence": "1", "secsgml_size_bytes": 66849}]
metadata_filer: {"company-data": {"conformed-name": "COMCAST CABLE COMMUNICATIONS INC", "cik": "0001040573", "assigned-sic": "4841", "irs-number": "232175755", "state-of-incorporation": "DE", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "10-Q", "act": "34", "file-number": "333-30745", "film-number": "99756424"}, "business-address": {"street1": "1201 MARKET STREET SUITE 2201", "city": "WILMINGTON", "state": "DE", "zip": "19801", "phone": "3025948700"}, "mail-address": {"street1": "1201 MARKET STREET SUITE 2201", "city": "WILMINGTON", "state": "DE", "zip": "19801"}}
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, 1999
                                         OR
  ( )  Transition  Report  pursuant  to  Section  13 or  15(d)  of the  Securities
       Exchange Act of 1934 for the Transition Period from ________ to ________.
  
                          Commission File Number 333-30745
  
                         COMCAST CABLE COMMUNICATIONS, INC.
               (Exact name of registrant as specified in its charter)
  
              DELAWARE                                          23-2175755
  --------------------------------------------------------------------------------
  (State or other jurisdiction of                           (I.R.S. Employer
   incorporation or organization)                           Identification No.)
  
                      1201 Market Street, Wilmington, DE 19801
  --------------------------------------------------------------------------------
                      (Address of principal executive offices)
                                     (Zip Code)
  
  Registrant's telephone number, including area code:  (302) 594-8700
  
                             --------------------------
  
  Indicate by check mark whether the registrant (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, 1999, there were 1,000 shares of Common Stock outstanding.
  
  The Registrant  meets the conditions set forth in General  Instructions  H(1)(a)
  and (b) of Form  10-Q  and is  therefore  filing  this  form  with  the  reduced
  disclosure format.
  COMCAST CABLE COMMUNICATIONS, INC. AND SUBSIDIARIES
                                      FORM 10-Q
                          QUARTER ENDED SEPTEMBER 30, 1999
  
                                  TABLE OF CONTENTS
                                                                             Page
                                                                            Number
  
  PART I    FINANCIAL INFORMATION
  
            ITEM 1    Financial Statements
  
                      Condensed Consolidated Balance Sheet as of
                      September 30, 1999 and December 31, 1998 (Unaudited)......2
  
                      Condensed Consolidated Statement of Operations and
                      Accumulated Deficit for the Nine and Three Months Ended
                      September 30, 1999 and 1998 (Unaudited)...................3
  
                      Condensed Consolidated Statement of Cash Flows for the
                      Nine Months Ended September 30, 1999 and 1998 (Unaudited).4
  
                      Notes to Condensed Consolidated
                      Financial Statements (Unaudited).......................5 - 9
  
            ITEM 2    Management's Discussion and Analysis of Financial
                      Condition and Results of Operations..................10 - 13
  
  PART II   OTHER INFORMATION
  
            ITEM 1    Legal Proceedings.........................................14
  
            ITEM 6    Exhibits and Reports on Form 8-K..........................14
  
            SIGNATURES..........................................................15
  
                         -----------------------------------
  
        This Quarterly Report on Form 10-Q is for the three months ended September
  30, 1999. This Quarterly Report modifies and supersedes documents filed prior to
  this  Quarterly  Report.  The  SEC  allows  us  to  "incorporate  by  reference"
  information that we file with them,  which means that we can disclose  important
  information  to you by referring  you directly to those  documents.  Information
  incorporated by reference is considered to be part of this Quarterly  Report. In
  addition,  information  we file with the SEC in the  future  will  automatically
  update and supersede  information  contained in this Quarterly  Report.  In this
  Quarterly  Report,  "Comcast Cable," "we," "us" and "our" refer to Comcast Cable
  Communications, Inc. and its subsidiaries.
  
       You should  carefully  review the  information  contained in this Quarterly
  Report and in other reports or documents that we file from time to time with the
  SEC. In this Quarterly  Report, we state our beliefs of future events and of our
  future  financial  performance.  In some cases, you can identify those so-called
  "forward-looking   statements"  by  words  such  as  "may,"  "will,"   "should,"
  "expects,"  "plans,"   "anticipates,"   "believes,"   "estimates,"   "predicts,"
  "potential,"  or "continue" or the negative of those words and other  comparable
  words.  You  should be aware  that those  statements  are only our  predictions.
  Actual events or results may differ materially.  In evaluating those statements,
  you should specifically  consider various factors,  including the risks outlined
  below.  Those factors may cause our actual results to differ materially from any
  of our forward-looking statements.
  
  Factors Affecting Future Operations
  
       The cable communications industry may be affected by, among other things:
  
       o    changes in laws and regulations,
       o    changes in the competitive environment,
       o    changes in technology,
       o    franchise related matters,
       o    market  conditions that may adversely  affect the availability of debt
            and equity  financing for working  capital,  capital  expenditures  or
            other purposes; and
       o    general economic conditions.
  COMCAST CABLE COMMUNICATIONS, INC. AND SUBSIDIARIES
                                      FORM 10-Q
                          QUARTER ENDED SEPTEMBER 30, 1999
  
  PART I    FINANCIAL INFORMATION
  
  ITEM 1    FINANCIAL STATEMENTS
  
                        CONDENSED CONSOLIDATED BALANCE SHEET
                                     (Unaudited)
  (Dollars in millions, except share data)
                                                                            September 30,     December 31,
                                                                                1999              1998
                                                                             ----------       ----------
  ASSETS
  CURRENT ASSETS
     Cash and cash equivalents ...........................................        $21.9            $34.5
     Investments .........................................................         21.1             13.4
     Cash held by an affiliate ...........................................        144.7             57.1
     Accounts receivable, less allowance for doubtful
        accounts of $27.9 and $19.4 ......................................        114.0             90.9
     Inventories .........................................................         64.6             34.6
     Other current assets ................................................         24.5             14.9
                                                                             ----------       ----------
          Total current assets ...........................................        390.8            245.4
                                                                             ----------       ----------
  
  INVESTMENTS ............................................................         35.9              4.9
                                                                             ----------       ----------
  
  PROPERTY AND EQUIPMENT .................................................      4,110.6          3,276.5
     Accumulated depreciation ............................................     (1,415.5)        (1,180.4)
                                                                             ----------       ----------
     Property and equipment, net .........................................      2,695.1          2,096.1
                                                                             ----------       ----------
  
  DEFERRED CHARGES .......................................................      8,175.0          5,871.5
     Accumulated amortization ............................................     (2,138.4)        (1,768.5)
                                                                             ----------       ----------
     Deferred charges, net ...............................................      6,036.6          4,103.0
                                                                             ----------       ----------
  
                                                                               $9,158.4         $6,449.4
                                                                             ==========       ==========
  LIABILITIES AND STOCKHOLDER'S EQUITY
  
  CURRENT LIABILITIES
     Accounts payable and accrued expenses ...............................       $377.4           $324.0
     Accrued interest ....................................................        109.5             35.4
     Deferred income taxes ...............................................          3.4              4.6
     Current portion of long-term debt ...................................         47.3              0.1
     Due to affiliates ...................................................        171.2            166.6
                                                                             ----------       ----------
  
          Total current liabilities ......................................        708.8            530.7
                                                                             ----------       ----------
  
  LONG-TERM DEBT, less current portion ...................................      5,060.9          3,462.1
                                                                             ----------       ----------
  
  MINORITY INTEREST AND OTHER ............................................        157.0            181.8
                                                                             ----------       ----------
  
  NOTES PAYABLE TO AFFILIATES ............................................        134.9            134.6
                                                                             ----------       ----------
  
  DUE TO AFFILIATE .......................................................        631.6            524.8
                                                                             ----------       ----------
  
  DEFERRED INCOME TAXES, due to affiliate ................................      1,699.8          1,442.4
                                                                             ----------       ----------
  
  COMMITMENTS AND CONTINGENCIES
  
  STOCKHOLDER'S EQUITY
     Common stock, $1 par value - authorized and issued, 1,000 shares
     Additional capital ..................................................      3,831.7          3,066.2
     Accumulated deficit .................................................     (3,067.4)        (2,896.4)
     Unrealized gains on marketable securities ...........................          1.1              3.2
                                                                             ----------       ----------
          Total stockholder's equity .....................................        765.4            173.0
                                                                             ----------       ----------
  
                                                                               $9,158.4         $6,449.4
                                                                             ==========       ==========
  See notes to condensed consolidated financial statements.
  
                                          2
  COMCAST CABLE COMMUNICATIONS, INC. AND SUBSIDIARIES
                                      FORM 10-Q
                          QUARTER ENDED SEPTEMBER 30, 1999
       CONDENSED CONSOLIDATED STATEMENT OF OPERATIONS AND ACCUMULATED DEFICIT
                                     (Unaudited)
  (Dollars in millions)
                                                                 Nine Months Ended                Three Months Ended
                                                                    September 30,                    September 30,
                                                               1999             1998             1999             1998
                                                            ----------       ----------       ----------       ----------
  SERVICE INCOME ........................................     $2,115.9         $1,681.2           $762.3           $571.7
                                                            ----------       ----------       ----------       ----------
  
  COSTS AND EXPENSES
     Operating ..........................................        918.7            728.9            322.8            242.4
     Selling, general and administrative ................        488.8            381.7            177.2            129.2
     Depreciation and amortization ......................        718.9            495.1            264.2            171.5
                                                            ----------       ----------       ----------       ----------
                                                               2,126.4          1,605.7            764.2            543.1
                                                            ----------       ----------       ----------       ----------
  
  OPERATING (LOSS) INCOME ...............................        (10.5)            75.5             (1.9)            28.6
  
  OTHER EXPENSE (INCOME)
     Interest expense ...................................        254.7            163.0             95.7             55.1
     Interest expense on notes payable to affiliates ....          5.2             42.0              1.6             14.7
     Investment expense (income) and other, net .........          2.0            (13.3)            (4.4)            (9.4)
                                                            ----------       ----------       ----------       ----------
                                                                 261.9            191.7             92.9             60.4
                                                            ----------       ----------       ----------       ----------
  
  LOSS BEFORE INCOME TAX (BENEFIT) EXPENSE
     AND MINORITY INTEREST ..............................       (272.4)          (116.2)           (94.8)           (31.8)
  
  INCOME TAX (BENEFIT) EXPENSE ..........................        (18.8)           (27.6)            11.0             (6.9)
                                                            ----------       ----------       ----------       ----------
  
  LOSS BEFORE MINORITY INTEREST .........................       (253.6)           (88.6)          (105.8)           (24.9)
  
  MINORITY INTEREST INCOME ..............................        (82.6)           (12.9)           (24.9)            (3.4)
                                                            ----------       ----------       ----------       ----------
  
  LOSS BEFORE EXTRAORDINARY ITEMS .......................       (171.0)           (75.7)           (80.9)           (21.5)
  
  EXTRAORDINARY ITEMS ...................................                          (0.1)                             (0.1)
                                                            ----------       ----------       ----------       ----------
  
  NET LOSS ..............................................       (171.0)           (75.8)           (80.9)           (21.6)
  
  ACCUMULATED DEFICIT
     Beginning of period ................................     (2,896.4)        (2,799.1)        (2,986.5)        (2,853.3)
                                                            ----------       ----------       ----------       ----------
  
     End of period ......................................    ($3,067.4)       ($2,874.9)       ($3,067.4)       ($2,874.9)
                                                            ==========       ==========       ==========       ==========
  See notes to condensed consolidated financial statements.
  
                                          3
  COMCAST CABLE COMMUNICATIONS, INC. AND SUBSIDIARIES
                                      FORM 10-Q
                          QUARTER ENDED SEPTEMBER 30, 1999
                   CONDENSED CONSOLIDATED STATEMENT OF CASH FLOWS
                                     (Unaudited)
  (Dollars in millions)
                                                                      Nine Months Ended September 30,
                                                                           1999          1998
                                                                        --------       --------
  OPERATING ACTIVITIES
     Net loss .........................................................  ($171.0)        ($75.8)
     Adjustments to reconcile net loss to net cash provided
       by operating activities:
        Depreciation and amortization .................................    718.9          495.1
        Non-cash interest expense .....................................      0.6            0.3
        Non-cash interest expense on notes payable to affiliates ......      5.0           42.0
        Deferred expenses charged by an affiliate .....................    106.8           95.0
        Gain on sales of investments ..................................     (0.5)          (7.9)
        Extraordinary items ...........................................                     0.1
        Minority interest income ......................................    (82.6)         (12.9)
        Deferred income tax benefit, due to affiliate .................    (25.2)         (32.1)
        Other .........................................................     (4.2)          (0.8)
                                                                        --------       --------
                                                                           547.8          503.0
        Changes in working capital accounts ...........................     (7.7)          58.7
                                                                        --------       --------
               Net cash provided by operating activities ..............    540.1          561.7
                                                                        --------       --------
  
  FINANCING ACTIVITIES
     Proceeds from borrowings .........................................    146.5          827.0
     Repayments of long-term debt .....................................     (1.0)        (735.9)
     Proceeds from notes payable to affiliates ........................     40.3           92.4
     Repayment of notes payable to affiliates .........................    (45.0)         (20.0)
     Net transactions with affiliates .................................      4.6            4.0
     Deferred financing costs and other ...............................      8.1           (0.7)
                                                                        --------       --------
               Net cash provided by financing activities ..............    153.5          166.8
                                                                        --------       --------
  
  INVESTING ACTIVITIES
     Acquisitions, net of cash acquired ...............................    (41.8)        (219.4)
     Capital expenditures .............................................   (471.4)        (488.2)
     Sale of short-term investments ...................................                     0.1
     (Increase) decrease in cash held by an affiliate .................    (87.6)          27.8
     Additions to deferred charges and other ..........................   (105.4)         (36.3)
                                                                        --------       --------
               Net cash used in investing activities ..................   (706.2)        (716.0)
                                                                        --------       --------
  
  (DECREASE) INCREASE IN CASH AND CASH EQUIVALENTS ....................    (12.6)          12.5
  
  CASH AND CASH EQUIVALENTS, beginning of period ......................     34.5           40.7
                                                                        --------       --------
  
  CASH AND CASH EQUIVALENTS, end of period ............................    $21.9          $53.2
                                                                        ========       ========
  See notes to condensed consolidated financial statements.
  
                                          4
  COMCAST CABLE COMMUNICATIONS, INC. AND SUBSIDIARIES
                                      FORM 10-Q
                          QUARTER ENDED SEPTEMBER 30, 1999
                NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
                                     (Unaudited)
  
  1.    CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
  
        Basis of Presentation
        The condensed  consolidated balance sheet as of December 31, 1998 has been
        condensed from the audited consolidated balance sheet as of that date. The
        condensed  consolidated  balance  sheet  as of  September  30,  1999,  the
        condensed consolidated statement of operations and accumulated deficit for
        the  nine and  three  months  ended  September  30,  1999 and 1998 and the
        condensed  consolidated  statement of cash flows for the nine months ended
        September   30,  1999  and  1998  have  been  prepared  by  Comcast  Cable
        Communications, Inc. (the "Company"), a wholly owned subsidiary of Comcast
        Corporation  ("Comcast"),  and  have  not been  audited  by the  Company's
        independent  auditors.  In the  opinion  of  management,  all  adjustments
        necessary to present fairly the financial position,  results of operations
        and cash flows as of September 30, 1999 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, 1998 Annual Report on Form 10-K filed with the
        Securities and Exchange  Commission (the "SEC"). The results of operations
        for the periods ended September 30, 1999 are not necessarily indicative of
        operating results for the full year.
  
  2.    SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
  
        New Accounting Pronouncement
        In June 1998, the Financial Accounting Standards Board (the "FASB") issued
        Statement of Financial  Accounting Standards ("SFAS") No. 133, "Accounting
        for  Derivative   Instruments  and  Hedging  Activities."  This  statement
        establishes  the accounting and reporting  standards for  derivatives  and
        hedging  activity.  Upon the adoption of SFAS No. 133, all derivatives are
        required to be recognized in the statement of financial position as either
        assets or liabilities  and measured at fair value.  In July 1999, the FASB
        issued SFAS No. 137,  "Accounting  for Derivative  Instruments and Hedging
        Activities - Deferral of the Effective Date of FASB Statement No. 133 - an
        amendment of FASB  Statement No. 133"  deferring  the  effective  date for
        implementation  of SFAS No. 133 to fiscal years  beginning  after June 15,
        2000. The Company is currently  evaluating the impact the adoption of SFAS
        No. 133 will have on its financial position and results of operations.
  
        Comprehensive Loss
        Total comprehensive loss for the nine and three months ended September 30,
        1999 and 1998 was $173.1 million,  $75.5 million,  $83.2 million and $21.3
        million,  respectively.  Total  comprehensive  loss  includes net loss and
        unrealized  gains  (losses)  on  marketable  securities  for  the  periods
        presented.
  
        Reclassifications
        Certain  reclassifications  have  been made to the  prior  year  condensed
        consolidated financial statements to conform to those classifications used
        in 1999.
  
  3.    ACQUISITIONS AND OTHER SIGNIFICANT EVENTS
  
        Adelphia Agreement
        In May 1999, the Company and Jones Intercable,  Inc. ("Jones Intercable" -
        see  "Acquisition  of a Controlling  Interest in Jones  Intercable,  Inc."
        below) entered into an agreement  (the  "Adelphia  Agreement") to exchange
        certain cable systems with Adelphia Communications ("Adelphia"). Under the
        terms of the Adelphia Agreement, the Company and Jones Intercable,  in the
        aggregate,  will receive  approximately  464,000  cable  subscribers  from
        Adelphia. In exchange,  Adelphia will receive current systems owned by the
        Company and Jones  Intercable  serving,  in the  aggregate,  approximately
        440,000 subscribers.  All of the systems involved in the transactions will
        be  valued  based  upon  independent  appraisals  with any  difference  in
        relative  value to be funded with cash or additional  cable  systems.  The
        system exchanges are subject to customary closing and regulatory approvals
        and are expected to close by mid-2000.
  
                                          5
  COMCAST CABLE COMMUNICATIONS, INC. AND SUBSIDIARIES
                                      FORM 10-Q
                          QUARTER ENDED SEPTEMBER 30, 1999
          NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS - CONTINUED
                                     (Unaudited)
  
        AT&T Agreement
        In May 1999,  Comcast and AT&T Corp.  ("AT&T")  entered  into an agreement
        (the  "AT&T  Agreement")  pursuant  to which  Comcast  and AT&T  agreed to
        exchange various cable systems,  including  certain of the Company's cable
        systems  (the  "AT&T  System  Exchanges").  Under  the  terms  of the AT&T
        Agreement,  Comcast will pay AT&T  approximately  $3.4 billion (subject to
        adjustment based on the actual number of net subscribers  acquired and the
        per subscriber price of certain subscribers) for the approximately 750,000
        net  subscribers to be acquired as a result of the AT&T System  Exchanges.
        Comcast will pay for the net  subscribers  acquired in connection with the
        AT&T System  Exchanges with shares of AT&T common stock currently owned or
        subsequently  acquired by Comcast  and other  securities  or assets  which
        would  permit  the AT&T  System  Exchanges  to be  tax-free  to the extent
        possible.  The  value  of any  currently  owned  AT&T  common  stock to be
        exchanged will be $54.41 per share,  based upon the average  trading price
        during the 20-day trading period beginning June 3, 1999.
  
        Under  the  terms of the AT&T  Agreement,  Comcast  also has an  option to
        acquire from AT&T, following  approximately three years,  additional cable
        systems  with a total of between 1.0  million and 1.4 million  subscribers
        for  approximately  $4.8 billion to $6.7 billion (subject to reduction for
        any long-term debt and other  liabilities of the acquired cable  systems).
        Comcast will pay for these cable systems with shares of Comcast's  Class A
        Special  Common Stock  (valued on the same basis as described in the prior
        paragraph)  and  other   securities  or  assets  which  would  permit  the
        acquisition  to be tax-free (or if such result can not be  obtained,  with
        cash).
  
        Under the terms of the AT&T  Agreement,  Comcast  has also agreed to offer
        AT&T-branded  residential wireline telephony in the Company's cable system
        markets,  provided  AT&T  has  concluded  separate  residential  telephony
        agreements with at least two other non-AT&T affiliated  multi-system cable
        operators.  AT&T has agreed to grant Comcast the most favorable terms AT&T
        has reached with any of those or other multi-system cable operators.
  
        The  majority of the AT&T System  Exchanges  and the exercise of Comcast's
        option to acquire the  additional  cable systems are  contingent  upon the
        completion  of  AT&T's  acquisition  of  MediaOne  Group,  Inc.,  which is
        expected to close in 2000, subject to receipt of necessary  regulatory and
        other approvals. There can be no assurance, however, that such acquisition
        will be consummated.
  
        Acquisition of a Controlling Interest in Jones Intercable, Inc.
        On April 7, 1999,  Comcast  completed  the  acquisition  of a  controlling
        interest  in Jones  Intercable,  for  aggregate  consideration  of  $706.3
        million in cash.  Also on that  date,  Comcast  contributed  its shares in
        Jones  Intercable  to the  Company.  In June 1999,  Comcast  purchased  an
        additional 1.0 million shares of Jones Intercable Class A Common Stock for
        $50.0 million through a private transaction and contributed such shares to
        the Company. As of September 30, 1999, the Company owns approximately 13.8
        million shares of Jones Intercable Class A Common Stock and  approximately
        2.9  million  shares  of  Jones  Intercable  Common  Stock,   representing
        approximately  39.6% of the economic  and 48.3% of the voting  interest in
        Jones Intercable.  In addition, the Control Shares represent shares having
        the right to elect  approximately  75% of the Board of  Directors of Jones
        Intercable.  Jones  Intercable  is a  public  company,  which  owns  cable
        operations serving  approximately 1.0 million  customers.  The acquisition
        was accounted for under the purchase  method of  accounting.  As such, the
        operating   results  of  Jones   Intercable  have  been  included  in  the
        accompanying   condensed   consolidated   statement  of   operations   and
        accumulated  deficit from the  acquisition  date.  The  allocation  of the
        purchase  price to the  assets  and  liabilities  of Jones  Intercable  is
        preliminary  pending a final  appraisal.  The  contributions  of Comcast's
        interest in Jones  Intercable to the Company had no significant  impact on
        the Company's condensed  consolidated statement of cash flows due to their
        noncash nature.
  
        In August 1999,  Comcast  announced  its intention to commence an offer to
        exchange 1.4 shares of its Class A Special  Common Stock for each share of
        Class A Common Stock or Common Stock of Jones  Intercable for up to 79% of
        the combined number of shares of Jones Intercable Class A Common Stock and
        Common Stock  outstanding  (subject to certain terms and  conditions to be
        contained  in  the  offer  documents).   The  offer  would  commence  upon
        registration  of Comcast's  Class A Special  Common Stock to be offered in
        the exchange offer with the SEC pursuant
  
                                          6
  COMCAST CABLE COMMUNICATIONS, INC. AND SUBSIDIARIES
                                      FORM 10-Q
                          QUARTER ENDED SEPTEMBER 30, 1999
          NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS - CONTINUED
                                     (Unaudited)
  
        to an effective registration statement.  Comcast intends to contribute the
        shares of Jones  Intercable  Class A Common  Stock  and  Jones  Intercable
        Common Stock received in the exchange offer to the Company.
  
        Unaudited Pro Forma Information
        The following  unaudited pro forma  information  for the nine months ended
        September 30, 1999 and 1998 has been presented as if the Jones  Intercable
        contribution  occurred on January 1, 1998.  This  information  is based on
        historical results of operations,  adjusted for acquisition costs, and, in
        the  opinion of  management,  is not  necessarily  indicative  of what the
        results would have been had the Company  operated Jones  Intercable  since
        January 1, 1998 (dollars in millions).
  Nine Months Ended
                                                                 September 30,        September 30,
                                                                     1999                 1998
                                                               -----------------    -----------------
  Revenues............................................         $2,242.2             $2,039.2
        Net loss............................................           (212.8)              (187.6)
  AT&T Acquisition of Teleport
        In July 1998,  AT&T  completed  its merger  with  Teleport  Communications
        Group, Inc. ("Teleport"). Upon closing of the merger, the Company received
        173,532 shares of AT&T common stock in exchange (the  "Exchange")  for the
        184,022 shares of Teleport Class B Common Stock held by the Company.  As a
        result of the  Exchange,  the Company  recognized  a pre-tax  gain of $7.9
        million  during  the nine and  three  months  ended  September  30,  1998,
        representing  the  difference  between  the fair  value of the AT&T  stock
        received and the  Company's  basis in  Teleport.  Such gain is included in
        investment  expense  (income) and other,  net in the  Company's  condensed
        consolidated statement of operations and accumulated deficit.
  
  4.    LONG-TERM DEBT
  
        Interest Rates
        As of September 30, 1999 and December 31, 1998,  the  Company's  effective
        weighted average interest rate on its long-term debt outstanding was 7.43%
        and 7.48%, respectively.
  
        Lines of Credit
        As of September 30, 1999,  certain  subsidiaries of the Company had unused
        lines of credit of $924.2  million,  $324.2 million of which is restricted
        by the covenants of the related debt agreements and to subsidiary  general
        purposes and dividend declaration.
  
  5.    NOTES PAYABLE TO AFFILIATES
  
        As of  September  30,  1999  and  December  31,  1998,  notes  payable  to
        affiliates  include $126.0 million and $130.7 million  principal amount of
        notes payable to Comcast and certain of its wholly owned subsidiaries. The
        notes  payable  bear  interest at rates  ranging from 7.25% to 9.25% as of
        September  30,  1999  (weighted  average  interest  rate  of  7.73%  as of
        September  30, 1999 and December  31,  1998) and are due in 2002.  Accrued
        interest  relating  to such  notes of $8.9  million  and $3.9  million  is
        included  in notes  payable to  affiliates  as of  September  30, 1999 and
        December 31, 1998, respectively.
  
  6.    RELATED PARTY TRANSACTIONS
  
        Comcast, on behalf of the Company, has an affiliation  agreement with QVC,
        Inc. ("QVC"),  an electronic  retailer and a majority owned and controlled
        subsidiary of Comcast,  to carry its  programming.  In return for carrying
        QVC  programming,  the Company receives an allocated  portion,  based upon
        market  share,  of a percentage  of net sales of  merchandise  sold to QVC
        customers  located in the Company's  service area.  For the nine and three
        months ended
  
                                          7
  COMCAST CABLE COMMUNICATIONS, INC. AND SUBSIDIARIES
                                      FORM 10-Q
                          QUARTER ENDED SEPTEMBER 30, 1999
          NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS - CONTINUED
                                     (Unaudited)
  
        September 30, 1999 and 1998, the Company's  service  income  includes $7.2
        million,  $7.0  million,  $2.4  million  and $2.5  million,  respectively,
        relating to QVC.
  
        Comcast,  through  management  agreements,  manages the  operations of the
        Company's  subsidiaries,  including rebuilds and upgrades.  The management
        agreements  generally  provide that Comcast will  supervise the management
        and operations of the cable systems and arrange for and supervise  certain
        administrative   functions.   As  compensation  for  such  services,   the
        agreements  provide for Comcast to charge  management  fees of up to 6% of
        gross revenues. Comcast charged the Company's subsidiaries management fees
        of $118.4 million,  $96.4 million,  $43.0 million and $32.5 million during
        the nine and three months ended September 30, 1999 and 1998, respectively.
        These management fees are included in selling,  general and administrative
        expenses in the Company's condensed  consolidated  statement of operations
        and accumulated deficit. Comcast has agreed to permit certain subsidiaries
        of the Company to defer  payment of a portion of these  expenses  with the
        deferred portion being treated as a subordinated  long-term  liability due
        to  affiliate  which  will not be paid  until the  subsidiaries'  existing
        long-term  debt is  retired.  In  addition,  payment  of  certain of these
        expenses  has  been  deferred  until  the  California   Public  Employees'
        Retirement  System  ("CalPERS")  no longer has an interest in Comcast MHCP
        Holdings,  LLC (the "LLC"),  a majority  owned  subsidiary of the Company.
        Management  fees deferred  during the nine months ended September 30, 1999
        and 1998  were  $4.3  million  and $4.1  million,  respectively.  Deferred
        management fees were $146.7 million and $142.4 million as of September 30,
        1999 and December 31, 1998, respectively.
  
        On behalf of the Company,  Comcast seeks and secures long-term programming
        contracts that generally provide for payment based on either a monthly fee
        per subscriber per channel or a percentage of certain subscriber revenues.
        Comcast  charges each of the Company's  subsidiaries  for programming on a
        basis which generally  approximates  the amount each such subsidiary would
        be charged if it purchased  such  programming  directly from the supplier,
        subject  to   limitations   imposed  by  debt   facilities   for   certain
        subsidiaries,  and did not benefit from the purchasing  power of Comcast's
        consolidated  operations.  Amounts  charged to the  Company by Comcast for
        programming (the "Programming Charges") are included in operating expenses
        in the  Company's  condensed  consolidated  statement  of  operations  and
        accumulated   deficit.  The  Company  purchases  certain  other  services,
        including insurance and employee benefits, from Comcast under cost-sharing
        arrangements  on terms that reflect  Comcast's  actual  cost.  The Company
        reimburses  Comcast for certain  other costs  (primarily  salaries)  under
        cost-reimbursement  arrangements.  Under  all of these  arrangements,  the
        Company incurred total expenses of $720.0 million,  $571.2 million, $252.5
        million and $190.8  million,  including  $612.8  million,  $482.5 million,
        $211.6 million and $161.7 million of Programming Charges,  during the nine
        and three  months ended  September  30, 1999 and 1998,  respectively.  The
        Programming  Charges include $59.7 million,  $43.2 million,  $18.5 million
        and $13.7  million  during the nine and three months ended  September  30,
        1999 and 1998,  respectively,  relating to  programming  purchased  by the
        Company,  through Comcast, from suppliers in which Comcast holds an equity
        interest.
  
        Comcast  has agreed to permit  certain of the  Company's  subsidiaries  to
        defer  payment of a portion of the  Programming  Charges with the deferred
        portion  being  treated  as a  subordinated  long-term  liability  due  to
        affiliate  which  will not be  payable  until the  subsidiaries'  existing
        long-term  debt  is  retired.  In  addition,  payment  of  certain  of the
        Programming  Charges  has been  deferred  until  CalPERS  no longer has an
        interest in the LLC.  Programming  Charges deferred during the nine months
        ended  September 30, 1999 and 1998 were $102.5  million and $90.9 million,
        respectively.  Deferred Programming Charges were $484.9 million and $382.4
        million as of September 30, 1999 and December 31, 1998, respectively.
  
        Current due to affiliates in the Company's condensed  consolidated balance
        sheet  primarily  consists of amounts  due to Comcast  and its  affiliates
        under the cost-sharing arrangements described above and amounts payable to
        Comcast and its  affiliates  as  reimbursement  for payments  made, in the
        ordinary course of business, by such affiliates on behalf of the Company.
  
        The Company has entered into a custodial account  arrangement with Comcast
        Financial  Agency  Corporation  ("CFAC"),  a wholly  owned  subsidiary  of
        Comcast,  under  which  CFAC  provides  cash  management  services  to the
        Company. Under this arrangement, the Company's cash receipts are deposited
        with and held by CFAC, as custodian
  
                                          8
  COMCAST CABLE COMMUNICATIONS, INC. AND SUBSIDIARIES
                                      FORM 10-Q
                          QUARTER ENDED SEPTEMBER 30, 1999
          NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS - CONCLUDED
                                     (Unaudited)
  
        and agent,  which invests and disburses such funds at the direction of the
        Company.  As of September 30, 1999 and December 31, 1998,  $144.7  million
        and $57.1 million,  respectively,  of the Company's cash was held by CFAC.
        These  amounts  have been  classified  as cash held by an affiliate in the
        Company's condensed  consolidated balance sheet. During the nine and three
        months  ended  September  30,  1999  and  1998,  the  Company   recognized
        investment  income of $1.2 million,  $2.7  million,  $0.4 million and $0.5
        million, respectively, on cash held by CFAC.
  
  7.    STATEMENT OF CASH FLOWS - SUPPLEMENTAL INFORMATION
  
        The Company  made cash  payments  for  interest on its  long-term  debt of
        $180.0 million, $119.3 million, $41.5 million and $14.9 million during the
        nine and three months ended September 30, 1999 and 1998, respectively. The
        Company made cash payments for interest on the notes payable to affiliates
        of $0.2 million during the nine months September 30, 1999.
  
        The Company made cash  payments  for state  income taxes of $4.8  million,
        $4.4  million,  $1.4  million and $0.3  million  during the nine and three
        months ended September 30, 1999 and 1998, respectively.
  
  8.    COMMITMENTS AND CONTINGENCIES
  
        The Company is subject to legal  proceedings and claims which arise in the
        ordinary course of its business. In the opinion of management,  the amount
        of ultimate  liability  with respect to these actions will not  materially
        affect the financial  position,  results of operations or liquidity of the
        Company.
  
                                          9
  COMCAST CABLE COMMUNICATIONS, INC. AND SUBSIDIARIES
                                      FORM 10-Q
                          QUARTER ENDED SEPTEMBER 30, 1999
  
  ITEM 2    MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
            RESULTS OF OPERATIONS
  
        Information  for this item is omitted  pursuant to Securities and Exchange
  Commission General Instruction H to Form 10-Q, except as noted below.
  
  Results of Operations
  
        Our summarized  consolidated  financial information for the nine and three
  months  ended  September  30, 1999 and 1998 is as follows  (dollars in millions,
  "NM" denotes percentage is not meaningful):
  Nine Months Ended
                                                                             September 30,            Increase / (Decrease)
                                                                           1999          1998           $              %
                                                                        ----------    ----------    ----------    -----------
  Service income.....................................................     $2,115.9      $1,681.2        $434.7           25.9%
  Operating, selling, general and administrative expenses............      1,407.5       1,110.6         296.9           26.7
                                                                        ----------    ----------
  Operating income before depreciation and
     amortization (1)................................................        708.4         570.6         137.8           24.2
  Depreciation and amortization......................................        718.9         495.1         223.8           45.2
                                                                        ----------    ----------
  Operating (loss) income............................................        (10.5)         75.5         (86.0)            NM
                                                                        ----------    ----------
  Interest expense...................................................        254.7         163.0          91.7           56.3
  Interest expense on notes payable to affiliates....................          5.2          42.0         (36.8)         (87.6)
  Investment expense (income) and other, net.........................          2.0         (13.3)         15.3             NM
  Income tax benefit.................................................        (18.8)        (27.6)         (8.8)         (31.9)
  Minority interest income...........................................        (82.6)        (12.9)         69.7             NM
  Extraordinary items................................................                       (0.1)          0.1             NM
                                                                        ----------    ----------
  Net loss...........................................................      ($171.0)       ($75.8)        $95.2             NM
                                                                        ==========    ==========
  
                                                                           Three Months Ended
                                                                             September 30,            Increase / (Decrease)
                                                                           1999          1998           $              %
                                                                        ----------    ----------    ----------    -----------
  Service income.....................................................       $762.3        $571.7        $190.6           33.3%
  Operating, selling, general and administrative expenses............        500.0         371.6         128.4           34.6
                                                                        ----------    ----------
  Operating income before depreciation and
     amortization (1)................................................        262.3         200.1          62.2           31.1
  Depreciation and amortization......................................        264.2         171.5          92.7           54.1
                                                                        ----------    ----------
  Operating (loss) income............................................         (1.9)         28.6         (30.5)            NM
                                                                        ----------    ----------
  Interest expense...................................................         95.7          55.1          40.6           73.7
  Interest expense on notes payable to affiliates....................          1.6          14.7         (13.1)         (89.1)
  Investment income and other, net...................................         (4.4)         (9.4)         (5.0)         (53.2)
  Income tax expense (benefit).......................................         11.0          (6.9)         17.9             NM
  Minority interest income...........................................        (24.9)         (3.4)         21.5             NM
  Extraordinary items................................................                       (0.1)          0.1             NM
                                                                        ----------    ----------
  Net loss...........................................................       ($80.9)       ($21.6)        $59.3             NM
                                                                        ==========    ==========
  ------------
  (1)   Operating income before depreciation and amortization is commonly referred
        to  in  the  cable  communications  business  as  "operating  cash  flow."
        Operating  cash flow is a measure of a company's  ability to generate cash
        to service its  obligations,  including debt service  obligations,  and to
        finance  capital  and  other  expenditures.  In  part  due to the  capital
        intensive  nature of the cable  communications  business and the resulting
        significant  level of  non-cash  depreciation  and  amortization  expense,
        operating  cash flow is frequently  used as one of the bases for comparing
        businesses in the cable communications  industry,  although our measure of
        operating cash flow may not be comparable to similarly  titled measures of
        other  companies.  Operating  cash flow is the  primary  basis used by our
        management to measure the operating performance of our business. Operating
        cash flow does not purport to
  
                                         10
  COMCAST CABLE COMMUNICATIONS, INC. AND SUBSIDIARIES
                                      FORM 10-Q
                          QUARTER ENDED SEPTEMBER 30, 1999
  
        represent  net income or net cash  provided by  operating  activities,  as
        those terms are defined under generally  accepted  accounting  principles,
        and should not be considered as an alternative to such  measurements as an
        indicator of our performance.
  Service Income
  
        Of the respective  $434.7 million and $190.6 million  increases in service
  income for the nine and three month  periods from 1998 to 1999,  $284.1  million
  and $137.8 million are attributable to the effects of Comcast's  contribution of
  Jones  Intercable to us in April 1999 (see Note 3 to our condensed  consolidated
  financial  statements included in Item 1) and the effects of our acquisitions of
  cable communications systems, $18.1 million and $5.6 million are attributable to
  subscriber  growth,  $68.6 million and $21.5 million relate to changes in rates,
  $16.2 million and $5.6 million attributable to growth in cable advertising sales
  and $47.7 million and $20.1 million  relate to other  product  offerings  (e.g.,
  digital cable, high speed data services, etc.).
  
  Operating, Selling, General and Administrative Expenses
  
        See Note 6 to our condensed  consolidated financial statements included in
  Item 1.
  
        Of  the  respective   $296.9  million  and  $128.4  million  increases  in
  operating,  selling,  general and administrative expenses for the nine and three
  month  periods  from  1998  to  1999,  $204.6  million  and  $92.5  million  are
  attributable to the effects of Comcast's  contribution of Jones Intercable to us
  in April  1999  and the  effects  of our  acquisitions  of cable  communications
  systems,  $39.4 million and $10.9 million are  attributable  to increases in the
  costs of cable  programming as a result of changes in rates,  subscriber  growth
  and additional channel offerings, $3.6 million and $1.4 million are attributable
  to growth in  advertising  sales and $49.3 million and $23.6 million result from
  increases  in the  cost of  labor,  other  volume  related  expenses  and  costs
  associated with new product offerings.  It is anticipated that the cost of cable
  programming will increase in the future as cable  programming rates increase and
  additional sources of cable programming become available.
  
  Depreciation and Amortization Expense
  
        The respective  $223.8 million and $92.7 million increases in depreciation
  and amortization  expense for the nine and three month periods from 1998 to 1999
  are primarily  attributable  to the effects of Comcast's  contribution  of Jones
  Intercable  to us,  the  effects  of our  acquisitions  of cable  communications
  systems  and  the  effects  of  our  capital   expenditures.   Depreciation  and
  amortization  expense for the nine months ended  September 30, 1999 includes the
  effects  of  final  purchase  price   adjustments   relating  to  certain  cable
  communications systems which we acquired in 1998.
  
  Interest Expense
  
        The  respective  $91.7  million and $40.6  million  increases  in interest
  expense for the nine and three month periods from 1998 to 1999 are primarily due
  to the effects of Comcast's  contribution  of Jones  Intercable to us and to the
  issuance of our $800.0 million aggregate principal amount 6.20% senior notes due
  2008 in November 1998. We anticipate that, for the foreseeable future,  interest
  expense will be a  significant  cost to us and will have a  significant  adverse
  effect on our ability to realize net earnings. We believe we will continue to be
  able to meet our  obligations  through  our ability  both to generate  operating
  income before depreciation and amortization and to obtain external financing.
  
  Interest Rate Risk
  
        During the nine months  ended  September  30,  1999,  we have entered into
  interest rate exchange agreements ("Swaps") with an aggregate notional amount of
  $300.0 million and in connection with Comcast's contribution of Jones Intercable
  to us, we acquired Swaps with an aggregate  notional  amount of $400.0  million.
  Swaps with an aggregate notional amount of $150.0 million either were terminated
  or expired from January 1, 1999 through  September 30, 1999. As of September 30,
  1999, we have Swaps with an aggregate  notional  amount of $600.0 million having
  an average pay rate of 6.87% and an average receive rate of 5.85%.
  
  Interest Expense on Notes Payable to Affiliates
  
        The  respective  $36.8  million and $13.1  million  decreases  in interest
  expense on notes payable to affiliates for the nine and three month periods from
  1998 to 1999 are primarily  attributable  to decreases in the average balance of
  notes outstanding.
  
  Investment Expense (Income) and Other, Net
  
        In July 1998,  AT&T  completed  its merger  with  Teleport  Communications
  Group, Inc. ("Teleport"). Upon closing of the merger, we received 173,532 shares
  of AT&T common stock in exchange (the "Exchange") for
  
                                         11
  COMCAST CABLE COMMUNICATIONS, INC. AND SUBSIDIARIES
                                      FORM 10-Q
                          QUARTER ENDED SEPTEMBER 30, 1999
  
  the 184,022  shares of Teleport  Class B Common Stock held by us. As a result of
  the Exchange,  we recognized a pre-tax gain of $7.9 million  during the nine and
  three months ended September 30, 1998,  representing the difference  between the
  fair value of the AT&T stock  received and our basis in  Teleport.  Such gain is
  included  in  investment  expense  (income)  and  other,  net in  our  condensed
  consolidated statement of operations and accumulated deficit.
  
  Income Tax (Benefit) Expense
  
        The  respective  $8.8  million and $17.9  million  decreases in income tax
  benefit for the nine and three month periods from 1998 to 1999 are primarily the
  result of the effects of  increases  in our loss  before  income tax benefit and
  minority interest.
  
  Minority Interest Income
  
       The  respective  $69.7  million  and $21.5  million  increases  in minority
  interest  income  for the nine and  three  month  periods  from 1998 to 1999 are
  primarily due to the effects of Comcast's contribution of Jones Intercable to us
  and to increases in the net loss of our majority owned subsidiary,  Comcast MHCP
  Holdings, L.L.C. in 1999 as compared to the 1998 periods.
  
       For the nine and three  months  ended  September  30,  1999 and  1998,  our
  earnings  before  extraordinary  items,  income tax (benefit)  expense and fixed
  charges  (interest  expense and interest expense on notes payable to affiliates)
  were  $70.1  million,   $101.7   million,   $27.4  million  and  $41.4  million,
  respectively.  Such  earnings  were not  adequate to cover our fixed  charges of
  $259.9 million, $205.0 million, $97.3 million and $69.8 million for the nine and
  three months ended September 30, 1999 and 1998, respectively.  Our fixed charges
  include non-cash interest expense of $5.6 million,  $42.3 million,  $1.9 million
  and $14.8  million for the nine and three  months ended  September  30, 1999 and
  1998,  respectively.  The  inadequacy  of our earnings to cover fixed charges is
  primarily  due  to  the  substantial   non-cash  charges  for  depreciation  and
  amortization expense.
  
        We believe  that our losses and the  inadequacy  of our  earnings to cover
  fixed  charges  will not  significantly  affect  the  performance  of our normal
  business activities because of our existing cash, cash equivalents,  investments
  and cash held by an affiliate,  our ability to generate  operating income before
  depreciation and amortization and our ability to obtain external financing.
  
        We believe that our operations are not materially affected by inflation.
  
                                --------------------
  
  Year 2000 Readiness Disclosure
  
        The Year 2000 Issue is the result of computer programs being written using
  two  digits  rather  than four to define  the  applicable  year.  Certain of our
  computer programs that have  date-sensitive  software may recognize a date using
  "00" as the year 1900 rather than the year 2000 (the "Year 2000 Issue"). If this
  situation   occurs,   the  potential  exists  for  computer  system  failure  or
  miscalculations   by  computer   programs,   which  could  cause  disruption  of
  operations. We are in the process of evaluating and addressing the impact of the
  Year 2000 Issue on our operations to ensure that our information  technology and
  business  systems  recognize  calendar Year 2000. We are utilizing both internal
  and external resources in implementing our Year 2000 program,  which consists of
  the following phases:
  
        Assessment Phase.  Structured  evaluation,  including a detailed inventory
  outlining the impact that the Year 2000 Issue may have on current operations.
  
        Detailed  Planning  Phase.  Establishment  of  priorities,  development of
  specific  action  steps and  allocation  of  resources  to  address  the  issues
  identified in the Assessment Phase.
  
        Conversion Phase.  Implementation of the necessary system modifications as
  outlined in the Detailed Planning Phase.
  
        Testing  Phase.  Verification  that the  modifications  implemented in the
  Conversion Phase will be successful in resolving the Year 2000 Issue so that all
  inventory items will function  properly,  both individually and on an integrated
  basis.
  
        Implementation  Phase.  Final roll-out of fully tested  components into an
  operational unit.
  
        Based on an inventory  conducted in 1997, we identified  computer  systems
  that required  modification  or replacement  so that they will properly  utilize
  dates beyond December 31, 1999.  Many of our critical  systems were new and were
  already  Year 2000  compliant  as a result of the recent  rebuild of many of our
  cable  communications  systems.  In  addition,  we have  communicated  with  our
  significant  software suppliers and service bureaus to determine their plans for
  remediating the Year 2000 Issue in their software which we use or rely upon.
  
                                         12
  COMCAST CABLE COMMUNICATIONS, INC. AND SUBSIDIARIES
                                      FORM 10-Q
                          QUARTER ENDED SEPTEMBER 30, 1999
  
        As of  October  31,  1999,  we are in the  final  stages  of our Year 2000
  program. We believe that all key systems are Year 2000 compliant.  Other systems
  that required remediation are substantially complete. Further, contingency plans
  have been  created  for our key  systems  and  operations.  Additional  business
  continuity  preparations are being implemented to create post-Year 2000 response
  teams with a centralized command center to further mitigate Year 2000 risk.
  
        Through September 30, 1999, we have incurred approximately $7.0 million in
  connection  with our Year 2000  remediation  program.  We estimate  that we will
  incur between  approximately  $1.0 million to $3.0 million of additional expense
  through December 1999 in connection with our Year 2000 remediation  program. Our
  estimate to complete the remediation plan includes the estimated time associated
  with mitigating the Year 2000 Issue for third party software. However, there can
  be no  guarantee  that the systems of other  companies  on which we rely will be
  converted  on a timely  basis,  or that a failure to convert by another  company
  would not have a material adverse effect on us.
  
        Our management  will continue to  periodically  report the progress of our
  Year 2000  remediation  program to the Audit  Committee  of  Comcast's  Board of
  Directors.
  
        The costs of the  project  and the date on which we plan to  complete  the
  Year 2000 modifications and replacements are based on our best estimates,  which
  were  derived  using  assumptions  of  future  events  including  the  continued
  availability of resources and the reliability of third party modification plans.
  However,  there can be no guarantee  that these  estimates  will be achieved and
  actual results could differ  materially from those plans.  Specific factors that
  may cause  such  material  differences  include,  but are not  limited  to,  the
  availability  and cost of personnel with  appropriate  necessary  skills and the
  ability  to  locate  and  correct  all  relevant   computer   code  and  similar
  uncertainties.
  
        We believe that with modifications to existing software and conversions to
  new  software,  the  Year  2000  Issue  can  be  mitigated.   However,  if  such
  modifications  and  conversions  are not made,  or are not  completed  within an
  adequate time frame, the Year 2000 Issue could have a material adverse impact on
  our operations.
  
                                         13
  COMCAST CABLE COMMUNICATIONS, INC. AND SUBSIDIARIES
                                      FORM 10-Q
                          QUARTER ENDED SEPTEMBER 30, 1999
  
  PART II   OTHER INFORMATION
  
  ITEM 1    LEGAL PROCEEDINGS
  
        We are subject to legal proceedings and claims which arise in the ordinary
        course of our business.  In the opinion of our  management,  the amount of
        ultimate  liability  with  respect to these  actions  will not  materially
        affect our financial position, results of operations or liquidity .
  
  ITEM 6    EXHIBITS AND REPORTS ON FORM 8-K
  
        (a)   Exhibits required to be filed by Item 601 of Regulation S-K:
  
              27.1  Financial Data Schedule.
  
        (b)   Reports on Form 8-K:
  
              (i)   We filed a Current  Report on Form 8-K under  Item 5 on August
                    11, 1999 relating to our announcement that Comcast Corporation
                    plans to commence an offer to exchange 1.4 shares of its Class
                    A Special  Common Stock for each share of Class A Common Stock
                    or Common Stock of Jones Intercable, Inc. for up to 79% of the
                    combined  number of shares of Jones  Intercable,  Inc. Class A
                    Common Stock and Common Stock outstanding.
  
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  COMCAST CABLE COMMUNICATIONS, INC. AND SUBSIDIARIES
                                      FORM 10-Q
                          QUARTER ENDED SEPTEMBER 30, 1999
  
                                     SIGNATURES
  
        Pursuant to the  requirements of the Securities  Exchange Act of 1934, the
  Registrant  has duly  caused  this  report  to be  signed  on its  behalf by the
  undersigned thereunto duly authorized.
  
                                          COMCAST CABLE COMMUNICATIONS, INC.
                                          ----------------------------------------
  
                                          /S/ LAWRENCE S. SMITH
                                          ----------------------------------------
                                          Lawrence S. Smith
                                          Principal Accounting Officer
  
                                          /S/ JOSEPH J. EUTENEUER
                                          ----------------------------------------
                                          Joseph J. Euteneuer
                                          Vice President (Authorized Officer)
  
  Date: November 15, 1999
  
                                         15