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:
                                    JUNE 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 June 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 JUNE 30, 1999
  
                                  TABLE OF CONTENTS
                                                                             Page
                                                                            Number
  
  PART I    FINANCIAL INFORMATION
  
            ITEM 1    Financial Statements
  
                      Condensed Consolidated Balance Sheet as of June 30,
                      1999 and December 31, 1998 (Unaudited).....................2
  
                      Condensed Consolidated Statement of Operations and
                      Accumulated Deficit for the Six and Three Months Ended
                      June 30, 1999 and 1998 (Unaudited).........................3
  
                      Condensed Consolidated Statement of Cash Flows for the
                      Six Months Ended June 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 June 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 JUNE 30, 1999
  
  PART I    FINANCIAL INFORMATION
  
  ITEM 1    FINANCIAL STATEMENTS
  
                        CONDENSED CONSOLIDATED BALANCE SHEET
                                     (Unaudited)
  
  <TABLE>
  <CAPTION>
                                                                                      (Dollars in millions, except share data)
                                                                                          June 30,        December 31,
                                                                                            1999              1998
                                                                                          ---------       ------------
  <S>                                                                                      <C>               <C>
  ASSETS
  
  CURRENT ASSETS
     Cash and cash equivalents.......................................................         $90.2             $34.5
     Investments.....................................................................          14.9              13.4
     Cash held by an affiliate.......................................................           6.5              57.1
     Accounts receivable, less allowance for doubtful
       accounts of $24.9 and $19.4...................................................         112.0              90.9
     Inventories.....................................................................          63.7              34.6
     Other current assets............................................................          36.6              14.9
                                                                                           --------          --------
         Total current assets........................................................         323.9             245.4
                                                                                           --------          --------
  
  INVESTMENTS........................................................................          45.3               4.9
                                                                                           --------          --------
  
  PROPERTY AND EQUIPMENT.............................................................       3,976.7           3,276.5
     Accumulated depreciation........................................................      (1,329.2)         (1,180.4)
                                                                                           --------          --------
     Property and equipment, net.....................................................       2,647.5           2,096.1
                                                                                           --------          --------
  
  DEFERRED CHARGES...................................................................       8,123.9           5,871.5
     Accumulated amortization........................................................      (2,003.2)         (1,768.5)
                                                                                           --------          --------
     Deferred charges, net...........................................................       6,120.7           4,103.0
                                                                                           --------          --------
                                                                                           $9,137.4          $6,449.4
                                                                                           ========          ========
  LIABILITIES AND STOCKHOLDER'S EQUITY
  
  CURRENT LIABILITIES
     Accounts payable and accrued expenses...........................................        $353.0            $324.0
     Accrued interest................................................................          55.5              35.4
     Deferred income taxes...........................................................           5.1               4.6
     Current portion of long-term debt...............................................           2.1               0.1
     Due to affiliates...............................................................         226.8             166.6
                                                                                           --------          --------
         Total current liabilities...................................................         642.5             530.7
                                                                                           --------          --------
  
  LONG-TERM DEBT, less current portion...............................................       5,085.9           3,462.1
                                                                                           --------          --------
  
  MINORITY INTEREST AND OTHER........................................................         184.8             181.8
                                                                                           --------          --------
  
  NOTES PAYABLE TO AFFILIATES........................................................          92.9             134.6
                                                                                           --------          --------
  
  DUE TO AFFILIATE...................................................................         599.6             524.8
                                                                                           --------          --------
  
  DEFERRED INCOME TAXES, due to affiliate............................................       1,690.9           1,442.4
                                                                                           --------          --------
  
  COMMITMENTS AND CONTINGENCIES
  
  STOCKHOLDER'S EQUITY
     Common stock, $1 par value - authorized and issued, 1,000 shares................
     Additional capital..............................................................       3,823.9           3,066.2
     Accumulated deficit.............................................................      (2,986.5)         (2,896.4)
     Unrealized gains on marketable securities.......................................           3.4               3.2
                                                                                           --------          --------
         Total stockholder's equity..................................................         840.8             173.0
                                                                                           --------          --------
  
                                                                                           $9,137.4          $6,449.4
                                                                                           ========          ========
  </TABLE>
  
  
  See notes to condensed consolidated financial statements.
  
                                          2
  <PAGE>
                 COMCAST CABLE COMMUNICATIONS, INC. AND SUBSIDIARIES
                                      FORM 10-Q
                             QUARTER ENDED JUNE 30, 1999
       CONDENSED CONSOLIDATED STATEMENT OF OPERATIONS AND ACCUMULATED DEFICIT
                                     (Unaudited)
  
  
  
  <TABLE>
  <CAPTION>
                                                                                  (Dollars in millions)
                                                                     Six Months Ended         Three Months Ended
                                                                         June 30,                  June 30,
                                                                    1999         1998         1999          1998
                                                                  ---------    ---------    ---------     --------
  <S>                                                              <C>          <C>            <C>          <C>
  SERVICE INCOME.................................................  $1,353.7     $1,109.5       $748.9       $568.3
                                                                  ---------    ---------    ---------     --------
  
  COSTS AND EXPENSES
     Operating...................................................     596.0        486.5        324.5        243.7
     Selling, general and administrative.........................     311.6        252.5        173.3        126.6
     Depreciation and amortization...............................     454.7        323.6        260.5        161.7
                                                                  ---------    ---------    ---------     --------
                                                                    1,362.3      1,062.6        758.3        532.0
                                                                  ---------    ---------    ---------     --------
  
  OPERATING (LOSS) INCOME........................................      (8.6)        46.9         (9.4)        36.3
  
  OTHER EXPENSE (INCOME)
     Interest expense............................................     159.0        107.9         93.3         54.4
     Interest expense on notes payable to affiliates.............       3.6         27.3          1.7         14.4
     Investment income and other, net............................       6.4         (3.9)         7.1         (1.6)
                                                                  ---------    ---------    ---------     --------
                                                                      169.0        131.3        102.1         67.2
                                                                  ---------    ---------    ---------     --------
  
  LOSS BEFORE INCOME TAX BENEFIT AND MINORITY INTEREST...........    (177.6)       (84.4)      (111.5)       (30.9)
  
  INCOME TAX BENEFIT.............................................     (29.8)       (20.7)       (11.3)        (6.3)
                                                                  ---------    ---------    ---------     --------
  
  LOSS BEFORE MINORITY INTEREST..................................    (147.8)       (63.7)      (100.2)       (24.6)
  
  MINORITY INTEREST..............................................     (57.7)        (9.5)       (48.9)        (4.3)
                                                                  ---------    ---------    ---------     --------
  
  NET LOSS.......................................................     (90.1)       (54.2)       (51.3)       (20.3)
  
  ACCUMULATED DEFICIT
     Beginning of period.........................................  (2,896.4)    (2,799.1)    (2,935.2)    (2,833.0)
                                                                  ---------    ---------    ---------     --------
  
     End of period............................................... ($2,986.5)   ($2,853.3)   ($2,986.5)   ($2,853.3)
                                                                  =========    =========    =========     ========
  </TABLE>
  
  
  See notes to condensed consolidated financial statements.
  
                                          3
  <PAGE>
                 COMCAST CABLE COMMUNICATIONS, INC. AND SUBSIDIARIES
                                      FORM 10-Q
                             QUARTER ENDED JUNE 30, 1999
                   CONDENSED CONSOLIDATED STATEMENT OF CASH FLOWS
                                     (Unaudited)
  
  
  <TABLE>
  <CAPTION>
                                                                                             (Dollars in millions)
                                                                                           Six Months Ended June 30,
                                                                                            1999              1998
                                                                                          ---------         ---------
  <S>                                                                                      <C>               <C>
  OPERATING ACTIVITIES
     Net loss.........................................................................       ($90.1)           ($54.2)
     Adjustments to reconcile net loss to net cash provided
      by operating activities:
       Depreciation and amortization..................................................        454.7             323.6
       Non-cash interest expense......................................................          0.4               0.2
       Non-cash interest expense on notes payable to affiliates.......................          3.3              27.3
       Deferred expenses charged by an affiliate......................................         74.8              63.8
       Minority interest..............................................................        (57.7)             (9.5)
       Deferred income tax benefit, due to affiliate..................................        (43.7)            (23.7)
       Other..........................................................................          2.5              (0.1)
                                                                                          ---------         ---------
                                                                                              344.2             327.4
       Changes in working capital accounts............................................        (95.2)              1.6
                                                                                          ---------         ---------
             Net cash provided by operating activities................................        249.0             329.0
                                                                                          ---------         ---------
  
  FINANCING ACTIVITIES
     Proceeds from borrowings.........................................................        125.8             817.0
     Repayments of long-term debt.....................................................                         (712.7)
     Proceeds from notes payable to affiliates........................................                           92.3
     Repayment of notes payable to affiliates.........................................        (45.0)
     Net transactions with affiliates.................................................         60.2              (3.1)
     Deferred financing costs.........................................................         (0.2)             (0.7)
                                                                                          ---------         ---------
             Net cash provided by financing activities................................        140.8             192.8
                                                                                          ---------         ---------
  
  INVESTING ACTIVITIES
     Acquisitions, net of cash acquired...............................................         (2.3)           (219.4)
     Capital expenditures.............................................................       (290.0)           (293.7)
     Sale of short-term investments...................................................                            0.1
     Decrease in cash held by an affiliate............................................         50.6              24.4
     Additions to deferred charges and other..........................................        (92.4)            (20.9)
                                                                                          ---------         ---------
             Net cash used in investing activities....................................       (334.1)           (509.5)
                                                                                          ---------         ---------
  
  INCREASE IN CASH AND CASH EQUIVALENTS...............................................         55.7              12.3
  
  CASH AND CASH EQUIVALENTS, beginning of period......................................         34.5              40.7
                                                                                          ---------         ---------
  
  CASH AND CASH EQUIVALENTS, end of period............................................        $90.2             $53.0
                                                                                          =========         =========
  </TABLE>
  
  
  
  See notes to condensed consolidated financial statements.
  
                                          4
  <PAGE>
                 COMCAST CABLE COMMUNICATIONS, INC. AND SUBSIDIARIES
                                      FORM 10-Q
                             QUARTER ENDED JUNE 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 June 30, 1999,  the condensed
       consolidated  statement of operations and  accumulated  deficit for the six
       and  three  months  ended  June  30,  1999  and  1998  and  the   condensed
       consolidated statement of cash flows for the six months ended June 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 June 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 results of operations  for the periods ended June 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 six and three months ended June 30, 1999
       and 1998 was $89.9 million, $54.2 million, $51.1 million and $20.3 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.,  a  consolidated
       subsidiary  of  Comcast,  ("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 JUNE 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  shareholder,  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.  On  June  29,  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 June 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.
  
       On August 9, 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 Securities and Exchange  Commission  pursuant to an
       effective registration statement. Comcast intends to contribute the shares
  
                                          6
  <PAGE>
                 COMCAST CABLE COMMUNICATIONS, INC. AND SUBSIDIARIES
                                      FORM 10-Q
                             QUARTER ENDED JUNE 30, 1999
          NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS - CONTINUED
                                     (Unaudited)
  
       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 six months ended June
       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, except per common share data).
  
  
                                                         Six Months Ended
                                                     June 30,          June 30,
                                                       1999              1998
                                                   -----------       -----------
  
       Revenues...................................  $1,480.0          $1,346.4
       Net loss...................................    (131.8)           (116.1)
  
  4.   LONG-TERM DEBT
  
       Interest Rates
       As of June 30, 1999 and December 31, 1998, the Company's effective weighted
       average  interest  rate on its  long-term  debt  outstanding  was 7.26% and
       7.48%, respectively.
  
       Lines of Credit
       As of June 30, 1999,  certain  subsidiaries of the Company had unused lines
       of credit of $972.1  million,  $372.1 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 June 30, 1999 and  December  31, 1998,  notes  payable to  affiliates
       include $85.7 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 June 30,  1999
       (weighted  average interest rate of 7.72% and 7.73% as of June 30, 1999 and
       December  31, 1998,  respectively)  and are due in 2002.  Accrued  interest
       relating  to such notes of $7.2  million  and $3.9  million is  included in
       notes  payable to  affiliates  as of June 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 six and three months ended
       June 30, 1999 and 1998, the Company's service income includes $4.7 million,
       $4.5 million, $2.1 million and $2.0 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
       $75.4 million,  $63.9  million,  $41.9 million and $32.7 million during the
       six and three  months  ended June 30,  1999 and 1998,  respectively.  These
       management  fees  are  included  in  selling,  general  and  administrative
       expenses in the Company's condensed consolidated statement
  
                                          7
  <PAGE>
                 COMCAST CABLE COMMUNICATIONS, INC. AND SUBSIDIARIES
                                      FORM 10-Q
                             QUARTER ENDED JUNE 30, 1999
          NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS - CONTINUED
                                     (Unaudited)
  
       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 six months ended June 30, 1999 and 1998
       were $2.9 million and $2.7 million, respectively.  Deferred management fees
       were $145.3 million and $142.4 million as of June 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
       $467.5  million,   $380.4  million,  $245.6  million  and  $189.9  million,
       including $401.2 million, $320.8 million, $211.4 million and $159.9 million
       of Programming Charges, during the six and three months ended June 30, 1999
       and 1998,  respectively.  The  Programming  Charges  include $41.2 million,
       $29.5  million,  $22.5 million and $15.5  million  during the six and three
       months ended June 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 six months ended June 30, 1999 and
       1998  were  $71.9  million  and  $61.1  million,   respectively.   Deferred
       Programming  Charges were $454.3  million and $382.4 million as of June 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 and agent,  which  invests and  disburses  such
       funds at the direction of the Company. As of June 30, 1999 and December 31,
       1998, $6.5 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
       six and three months ended June 30, 1999 and 1998,  the Company  recognized
       investment  income of $0.8  million,  $2.2  million,  $0.5 million and $0.7
       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 $138.5
       million,  $104.4  million,  $127.1 million and $95.3 million during the six
       and three months ended June 30, 1999 and 1998, respectively. The
  
                                          8
  
  <PAGE>
                 COMCAST CABLE COMMUNICATIONS, INC. AND SUBSIDIARIES
                                      FORM 10-Q
                             QUARTER ENDED JUNE 30, 1999
          NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS - CONCLUDED
                                     (Unaudited)
  
       Company made cash  payments for interest on the notes payable to affiliates
       of $0.3 million during the six months June 30, 1999.
  
       The Company made cash payments for state income taxes of $3.4 million, $4.1
       million,  $3.3  million and $3.6  million  during the six and three  months
       ended June 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 JUNE 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 six and three
  months  ended June 30, 1999 and 1998 is as follows  (dollars in  millions,  "NM"
  denotes percentage is not meaningful):
  
  <TABLE>
  <CAPTION>
                                                                Six Months Ended
                                                                    June 30,          Increase / (Decrease)
                                                                1999        1998          $           %
                                                              ---------   ---------   ---------   ---------
  <S>                                                          <C>         <C>           <C>           <C>
  Service income............................................   $1,353.7    $1,109.5      $244.2        22.0%
  Operating, selling, general and administrative expenses...      907.6       739.0       168.6        22.8
                                                              ---------   ---------   ---------
  Operating income before depreciation and
     amortization (1).......................................      446.1       370.5        75.6        20.4
  Depreciation and amortization.............................      454.7       323.6       131.1        40.5
                                                              ---------   ---------   ---------
  Operating (loss) income...................................       (8.6)       46.9       (55.5)         NM
                                                              ---------   ---------   ---------
  Interest expense..........................................      159.0       107.9        51.1        47.4
  Interest expense on notes payable to affiliates...........        3.6        27.3       (23.7)      (86.8)
  Investment income and other, net..........................        6.4        (3.9)       10.3          NM
  Income tax benefit........................................      (29.8)      (20.7)        9.1        44.0
  Minority interest.........................................      (57.7)       (9.5)       48.2          NM
                                                              ---------   ---------   ---------
  Net loss..................................................     ($90.1)     ($54.2)      $35.9        66.2%
                                                              =========   =========   =========
  </TABLE>
  
  
  <TABLE>
  <CAPTION>
                                                               Three Months Ended
                                                                    June 30,          Increase / (Decrease)
                                                                1999        1998          $           %
                                                              ---------   ---------   ---------   ---------
  <S>                                                            <C>         <C>         <C>           <C>
  Service income............................................     $748.9      $568.3      $180.6        31.8%
  Operating, selling, general and administrative expenses...      497.8       370.3       127.5        34.4
                                                              ---------   ---------   ---------
  Operating income before depreciation and
     amortization (1).......................................      251.1       198.0        53.1        26.8
  Depreciation and amortization.............................      260.5       161.7        98.8        61.1
                                                              ---------   ---------   ---------
  Operating (loss) income...................................       (9.4)       36.3       (45.7)         NM
                                                              ---------   ---------   ---------
  Interest expense..........................................       93.3        54.4        38.9        71.5
  Interest expense on notes payable to affiliates...........        1.7        14.4       (12.7)      (88.2)
  Investment income and other, net..........................        7.1        (1.6)        8.7          NM
  Income tax benefit........................................      (11.3)       (6.3)        5.0        79.4
  Minority interest.........................................      (48.9)       (4.3)       44.6          NM
                                                              ---------   ---------   ---------
  Net loss..................................................     ($51.3)     ($20.3)      $31.0          NM
                                                              =========   =========   =========
  <FN>
  ------------
  (1)  Operating income before  depreciation and amortization is commonly referred
       to in the cable communications business as "operating cash flow." Operating
       cash flow is a measure of a company's  ability to generate  cash to service
       its obligations, including debt service obligations, and to finance capital
       and other expenditures.  In part due to the capital intensive nature of the
       cable  communications  business  and the  resulting  significant  level  of
       non-cash  depreciation  and  amortization  expense,  operating cash flow is
       frequently  used as one of the bases for comparing  businesses in the cable
       communications  industry,  although our measure of operating  cash flow may
       not  be  comparable  to  similarly  titled  measures  of  other  companies.
       Operating  cash flow is the primary basis used by our management to measure
       the operating  performance  of our business.  Operating  cash flow does not
       purport  to  represent  net  income  or  net  cash  provided  by  operating
       activities,  as those terms are defined under generally accepted accounting
       principles,  and  should  not  be  considered  as an  alternative  to  such
       measurements as an indicator of our performance.
  </FN>
  </TABLE>
  
                                         10
  <PAGE>
                 COMCAST CABLE COMMUNICATIONS, INC. AND SUBSIDIARIES
                                      FORM 10-Q
                             QUARTER ENDED JUNE 30, 1999
  
  
       Of the respective  $244.2  million and $180.6 million  increases in service
  income for the six and three month periods from 1998 to 1999, $146.3 million and
  $132.9  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, $12.5 million and $5.8 million are attributable to
  subscriber  growth,  $47.1 million and $22.2 million relate to changes in rates,
  $10.6 million and $5.6 million are  attributable to growth in cable  advertising
  sales and $27.7  million and $14.1  million  relate to other  product  offerings
  (e.g., digital cable, high speed data services, etc.).
  
       Of the respective $168.6 million and $127.5 million increases in operating,
  selling, general and administrative expenses for the six and three month periods
  from 1998 to 1999,  $112.1  million and $103.2 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,  $28.5 million
  and  $13.8  million  are  attributable  to  increases  in  the  costs  of  cable
  programming  as a result of changes in rates,  subscriber  growth and additional
  channel  offerings,  $2.2 million and $0.9 million are attributable to growth in
  advertising  sales and $25.8 million and $9.6 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.
  
       Comcast,  on our  behalf,  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, we
  receive an allocated  portion,  based upon market share,  of a percentage of net
  sales of merchandise sold to QVC customers  located in our service area. For the
  six and three months ended June 30, 1999 and 1998, our service  income  includes
  $4.7  million,  $4.5  million,  $2.1  million  and $2.0  million,  respectively,
  relating to QVC.
  
       Comcast,  through  management  agreements,  manages the  operations  of our
  subsidiaries,   including  rebuilds  and  upgrades.  The  management  agreements
  generally  provide that Comcast will  supervise the management and operations of
  the cable systems and arrange for and  supervise  (but not  necessarily  perform
  itself) certain administrative functions. As compensation for such services, the
  agreements  provide for Comcast to charge  management  fees of up to 6% of gross
  revenues.  Comcast  charged our  subsidiaries  management fees of $75.4 million,
  $63.9  million,  $41.9 million and $32.7 million during the six and three months
  ended June 30, 1999 and 1998,  respectively.  These management fees are included
  in selling,  general and administrative  expenses in our condensed  consolidated
  statement of operations and accumulated deficit.
  
       On our behalf,  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 our 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  us  by  Comcast  for
  programming (the  "Programming  Charges") are included in operating  expenses in
  our condensed  consolidated  statement of operations and accumulated deficit. We
  purchase certain other services, including insurance and employee benefits, from
  Comcast under  cost-sharing  arrangements on terms that reflect Comcast's actual
  cost. We reimburse  Comcast for certain other costs  (primarily  salaries) under
  cost-reimbursement  arrangements.  Under all of these arrangements,  we incurred
  total  expenses of $467.5  million,  $380.4  million,  $245.6  million and 189.9
  million,  including  $401.2 million,  $320.8 million,  $211.4 million and $159.9
  million of Programming  Charges,  during the six and three months ended June 30,
  1999 and 1998,  respectively.  The  Programming  Charges  include $41.2 million,
  $29.5  million,  $22.5 million and $15.5 million during the six and three months
  ended June 30, 1999 and 1998, respectively, relating to programming purchased by
  us, through Comcast, from suppliers in which Comcast holds an equity interest.
  
       The respective  $131.1 million and $98.8 million  increases in depreciation
  and  amortization  expense for the six 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 six months ended June 30, 1999 includes the effects
  of final purchase  price  adjustments  relating to certain cable  communications
  systems which we acquired in 1998.
  
                                         11
  <PAGE>
                 COMCAST CABLE COMMUNICATIONS, INC. AND SUBSIDIARIES
                                      FORM 10-Q
                             QUARTER ENDED JUNE 30, 1999
  
  
       The  respective  $51.1  million  and $38.9  million  increases  in interest
  expense for the six 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
  
       From January 1, 1999 through August 13, 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  August 13, 1999. As of August 13, 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 5.92%.
  
       The  respective  $23.7  million  and $12.7  million  decreases  in interest
  expense on notes payable to affiliates  for the six and three month periods from
  1998 to 1999 are primarily  attributable  to decreases in the average balance of
  notes outstanding.
  
       The  respective  $10.3  million and $8.7 million  increases  in  investment
  income and other,  net for the six and three month periods from 1998 to 1999 are
  primarily attributable to Comcast's contribution of Jones Intercable to us.
  
       The  respective  $9.1  million  and $5.0  million  increases  in income tax
  benefit for the six 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.
  
       The  respective  $48.2  million  and $44.6  million  increases  in minority
  interest for the six 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 six and three  months  ended June 30, 1999 and 1998,  our  earnings
  before  income tax  benefit and fixed  charges  (interest  expense and  interest
  expense on notes payable to affiliates) were $42.7 million, $60.3 million, $32.4
  million and $42.2  million,  respectively.  Such  earnings  were not adequate to
  cover our fixed charges of $162.6  million,  $135.2  million,  $95.0 million and
  $68.8  million  for the six and  three  months  ended  June 30,  1999 and  1998,
  respectively.  Our fixed  charges  include  non-cash  interest  expense  of $3.7
  million,  $27.5  million,  $1.9 million and $14.5  million for the six and three
  months  ended  June 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:
  
       o    Assessment  Phase.   Structured   evaluation,   including  a  detailed
            inventory  outlining  the impact  that the Year 2000 Issue may have on
            current operations.
  
       o    Detailed Planning Phase.  Establishment of priorities,  development of
            specific action steps
  
                                         12
  <PAGE>
                 COMCAST CABLE COMMUNICATIONS, INC. AND SUBSIDIARIES
                                      FORM 10-Q
                             QUARTER ENDED JUNE 30, 1999
  
  
            and  allocation  of resources to address the issues  identified in the
            Assessment Phase.
  
       o    Conversion Phase. Implementation of the necessary system modifications
            as outlined in the Detailed Planning Phase.
  
       o    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.
  
       o    Implementation  Phase.  Final roll-out of fully tested components into
            an operational unit.
  
       Based on an  inventory  conducted  in  1997,  we have  identified  computer
  systems that will require modification or replacement so that they will properly
  utilize dates beyond December 31, 1999. Many of our critical systems are new and
  are already Year 2000 compliant as a result of our recent rebuild of many of our
  cable communications systems. In addition, we have initiated communications with
  all of our significant software suppliers and service bureaus to determine their
  plans for remediating the Year 2000 Issue in their software which we use or rely
  upon.
  
       As of June 30,  1999,  except for Jones  Intercable,  we are in the Testing
  Phase and the Implementation Phase of our Year 2000 remediation program and have
  entered the Implementation Phase with respect to certain of our key systems. For
  Jones  Intercable,  as of June 30, 1999, we are in the Conversion  Phase and the
  Testing Phase of our Year 2000  remediation  program . Through June 30, 1999, we
  have  incurred  approximately  $5.0  million  in  connection  with our Year 2000
  remediation  program. We estimate that we will incur between  approximately $3.0
  million  to  $5.0  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.  We plan to complete the Year 2000 mitigation by the end of the third
  quarter of 1999, except for Jones Intercable which will be completed in November
  1999. Our management has  investigated  and may consider  potential  contingency
  plans in the event that our Year 2000  remediation  program is not  completed by
  that date.
  
       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 JUNE 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 April 8,
                 1999 relating to our  announcement  that Comcast  Corporation had
                 completed  the  acquisition  of a  controlling  interest in Jones
                 Intercable. Inc.
  
            (ii) We filed a Current Report on Form 8-K under Item 5 on May 6, 1999
                 relating to our announcement that Comcast Corporation had entered
                 into an  agreement  with AT&T Corp.  to  exchange  certain  cable
                 systems and that Comcast Corporation had terminated its Agreement
                 and Plan of Merger with MediaOne Group, Inc.
  
            (iii)We filed a Current  Report  on Form 8-K  under  Item 5 on May 27,
                 1999 relating to our  announcement  that Comcast  Corporation had
                 entered  into  an  agreement  with  Adelphia   Communications  to
                 exchange certain cable systems.
  
  
  
                                         14
  <PAGE>
                 COMCAST CABLE COMMUNICATIONS, INC. AND SUBSIDIARIES
                                      FORM 10-Q
                             QUARTER ENDED JUNE 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: August 16, 1999
  
                                         15
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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": "99692797"}, "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:
                                    JUNE 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 June 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 JUNE 30, 1999
  
                                  TABLE OF CONTENTS
                                                                             Page
                                                                            Number
  
  PART I    FINANCIAL INFORMATION
  
            ITEM 1    Financial Statements
  
                      Condensed Consolidated Balance Sheet as of June 30,
                      1999 and December 31, 1998 (Unaudited).....................2
  
                      Condensed Consolidated Statement of Operations and
                      Accumulated Deficit for the Six and Three Months Ended
                      June 30, 1999 and 1998 (Unaudited).........................3
  
                      Condensed Consolidated Statement of Cash Flows for the
                      Six Months Ended June 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 June 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 JUNE 30, 1999
  
  PART I    FINANCIAL INFORMATION
  
  ITEM 1    FINANCIAL STATEMENTS
  
                        CONDENSED CONSOLIDATED BALANCE SHEET
                                     (Unaudited)
  (Dollars in millions, except share data)
                                                                                          June 30,        December 31,
                                                                                            1999              1998
                                                                                          ---------       ------------
  ASSETS
  
  CURRENT ASSETS
     Cash and cash equivalents.......................................................         $90.2             $34.5
     Investments.....................................................................          14.9              13.4
     Cash held by an affiliate.......................................................           6.5              57.1
     Accounts receivable, less allowance for doubtful
       accounts of $24.9 and $19.4...................................................         112.0              90.9
     Inventories.....................................................................          63.7              34.6
     Other current assets............................................................          36.6              14.9
                                                                                           --------          --------
         Total current assets........................................................         323.9             245.4
                                                                                           --------          --------
  
  INVESTMENTS........................................................................          45.3               4.9
                                                                                           --------          --------
  
  PROPERTY AND EQUIPMENT.............................................................       3,976.7           3,276.5
     Accumulated depreciation........................................................      (1,329.2)         (1,180.4)
                                                                                           --------          --------
     Property and equipment, net.....................................................       2,647.5           2,096.1
                                                                                           --------          --------
  
  DEFERRED CHARGES...................................................................       8,123.9           5,871.5
     Accumulated amortization........................................................      (2,003.2)         (1,768.5)
                                                                                           --------          --------
     Deferred charges, net...........................................................       6,120.7           4,103.0
                                                                                           --------          --------
                                                                                           $9,137.4          $6,449.4
                                                                                           ========          ========
  LIABILITIES AND STOCKHOLDER'S EQUITY
  
  CURRENT LIABILITIES
     Accounts payable and accrued expenses...........................................        $353.0            $324.0
     Accrued interest................................................................          55.5              35.4
     Deferred income taxes...........................................................           5.1               4.6
     Current portion of long-term debt...............................................           2.1               0.1
     Due to affiliates...............................................................         226.8             166.6
                                                                                           --------          --------
         Total current liabilities...................................................         642.5             530.7
                                                                                           --------          --------
  
  LONG-TERM DEBT, less current portion...............................................       5,085.9           3,462.1
                                                                                           --------          --------
  
  MINORITY INTEREST AND OTHER........................................................         184.8             181.8
                                                                                           --------          --------
  
  NOTES PAYABLE TO AFFILIATES........................................................          92.9             134.6
                                                                                           --------          --------
  
  DUE TO AFFILIATE...................................................................         599.6             524.8
                                                                                           --------          --------
  
  DEFERRED INCOME TAXES, due to affiliate............................................       1,690.9           1,442.4
                                                                                           --------          --------
  
  COMMITMENTS AND CONTINGENCIES
  
  STOCKHOLDER'S EQUITY
     Common stock, $1 par value - authorized and issued, 1,000 shares................
     Additional capital..............................................................       3,823.9           3,066.2
     Accumulated deficit.............................................................      (2,986.5)         (2,896.4)
     Unrealized gains on marketable securities.......................................           3.4               3.2
                                                                                           --------          --------
         Total stockholder's equity..................................................         840.8             173.0
                                                                                           --------          --------
  
                                                                                           $9,137.4          $6,449.4
                                                                                           ========          ========
  See notes to condensed consolidated financial statements.
  
                                          2
  COMCAST CABLE COMMUNICATIONS, INC. AND SUBSIDIARIES
                                      FORM 10-Q
                             QUARTER ENDED JUNE 30, 1999
       CONDENSED CONSOLIDATED STATEMENT OF OPERATIONS AND ACCUMULATED DEFICIT
                                     (Unaudited)
  (Dollars in millions)
                                                                     Six Months Ended         Three Months Ended
                                                                         June 30,                  June 30,
                                                                    1999         1998         1999          1998
                                                                  ---------    ---------    ---------     --------
  SERVICE INCOME.................................................  $1,353.7     $1,109.5       $748.9       $568.3
                                                                  ---------    ---------    ---------     --------
  
  COSTS AND EXPENSES
     Operating...................................................     596.0        486.5        324.5        243.7
     Selling, general and administrative.........................     311.6        252.5        173.3        126.6
     Depreciation and amortization...............................     454.7        323.6        260.5        161.7
                                                                  ---------    ---------    ---------     --------
                                                                    1,362.3      1,062.6        758.3        532.0
                                                                  ---------    ---------    ---------     --------
  
  OPERATING (LOSS) INCOME........................................      (8.6)        46.9         (9.4)        36.3
  
  OTHER EXPENSE (INCOME)
     Interest expense............................................     159.0        107.9         93.3         54.4
     Interest expense on notes payable to affiliates.............       3.6         27.3          1.7         14.4
     Investment income and other, net............................       6.4         (3.9)         7.1         (1.6)
                                                                  ---------    ---------    ---------     --------
                                                                      169.0        131.3        102.1         67.2
                                                                  ---------    ---------    ---------     --------
  
  LOSS BEFORE INCOME TAX BENEFIT AND MINORITY INTEREST...........    (177.6)       (84.4)      (111.5)       (30.9)
  
  INCOME TAX BENEFIT.............................................     (29.8)       (20.7)       (11.3)        (6.3)
                                                                  ---------    ---------    ---------     --------
  
  LOSS BEFORE MINORITY INTEREST..................................    (147.8)       (63.7)      (100.2)       (24.6)
  
  MINORITY INTEREST..............................................     (57.7)        (9.5)       (48.9)        (4.3)
                                                                  ---------    ---------    ---------     --------
  
  NET LOSS.......................................................     (90.1)       (54.2)       (51.3)       (20.3)
  
  ACCUMULATED DEFICIT
     Beginning of period.........................................  (2,896.4)    (2,799.1)    (2,935.2)    (2,833.0)
                                                                  ---------    ---------    ---------     --------
  
     End of period............................................... ($2,986.5)   ($2,853.3)   ($2,986.5)   ($2,853.3)
                                                                  =========    =========    =========     ========
  See notes to condensed consolidated financial statements.
  
                                          3
  COMCAST CABLE COMMUNICATIONS, INC. AND SUBSIDIARIES
                                      FORM 10-Q
                             QUARTER ENDED JUNE 30, 1999
                   CONDENSED CONSOLIDATED STATEMENT OF CASH FLOWS
                                     (Unaudited)
  (Dollars in millions)
                                                                                           Six Months Ended June 30,
                                                                                            1999              1998
                                                                                          ---------         ---------
  OPERATING ACTIVITIES
     Net loss.........................................................................       ($90.1)           ($54.2)
     Adjustments to reconcile net loss to net cash provided
      by operating activities:
       Depreciation and amortization..................................................        454.7             323.6
       Non-cash interest expense......................................................          0.4               0.2
       Non-cash interest expense on notes payable to affiliates.......................          3.3              27.3
       Deferred expenses charged by an affiliate......................................         74.8              63.8
       Minority interest..............................................................        (57.7)             (9.5)
       Deferred income tax benefit, due to affiliate..................................        (43.7)            (23.7)
       Other..........................................................................          2.5              (0.1)
                                                                                          ---------         ---------
                                                                                              344.2             327.4
       Changes in working capital accounts............................................        (95.2)              1.6
                                                                                          ---------         ---------
             Net cash provided by operating activities................................        249.0             329.0
                                                                                          ---------         ---------
  
  FINANCING ACTIVITIES
     Proceeds from borrowings.........................................................        125.8             817.0
     Repayments of long-term debt.....................................................                         (712.7)
     Proceeds from notes payable to affiliates........................................                           92.3
     Repayment of notes payable to affiliates.........................................        (45.0)
     Net transactions with affiliates.................................................         60.2              (3.1)
     Deferred financing costs.........................................................         (0.2)             (0.7)
                                                                                          ---------         ---------
             Net cash provided by financing activities................................        140.8             192.8
                                                                                          ---------         ---------
  
  INVESTING ACTIVITIES
     Acquisitions, net of cash acquired...............................................         (2.3)           (219.4)
     Capital expenditures.............................................................       (290.0)           (293.7)
     Sale of short-term investments...................................................                            0.1
     Decrease in cash held by an affiliate............................................         50.6              24.4
     Additions to deferred charges and other..........................................        (92.4)            (20.9)
                                                                                          ---------         ---------
             Net cash used in investing activities....................................       (334.1)           (509.5)
                                                                                          ---------         ---------
  
  INCREASE IN CASH AND CASH EQUIVALENTS...............................................         55.7              12.3
  
  CASH AND CASH EQUIVALENTS, beginning of period......................................         34.5              40.7
                                                                                          ---------         ---------
  
  CASH AND CASH EQUIVALENTS, end of period............................................        $90.2             $53.0
                                                                                          =========         =========
  See notes to condensed consolidated financial statements.
  
                                          4
  COMCAST CABLE COMMUNICATIONS, INC. AND SUBSIDIARIES
                                      FORM 10-Q
                             QUARTER ENDED JUNE 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 June 30, 1999,  the condensed
       consolidated  statement of operations and  accumulated  deficit for the six
       and  three  months  ended  June  30,  1999  and  1998  and  the   condensed
       consolidated statement of cash flows for the six months ended June 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 June 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 results of operations  for the periods ended June 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 six and three months ended June 30, 1999
       and 1998 was $89.9 million, $54.2 million, $51.1 million and $20.3 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.,  a  consolidated
       subsidiary  of  Comcast,  ("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 JUNE 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  shareholder,  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.  On  June  29,  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 June 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.
  
       On August 9, 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 Securities and Exchange  Commission  pursuant to an
       effective registration statement. Comcast intends to contribute the shares
  
                                          6
  COMCAST CABLE COMMUNICATIONS, INC. AND SUBSIDIARIES
                                      FORM 10-Q
                             QUARTER ENDED JUNE 30, 1999
          NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS - CONTINUED
                                     (Unaudited)
  
       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 six months ended June
       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, except per common share data).
  
                                                         Six Months Ended
                                                     June 30,          June 30,
                                                       1999              1998
                                                   -----------       -----------
  
       Revenues...................................  $1,480.0          $1,346.4
       Net loss...................................    (131.8)           (116.1)
  
  4.   LONG-TERM DEBT
  
       Interest Rates
       As of June 30, 1999 and December 31, 1998, the Company's effective weighted
       average  interest  rate on its  long-term  debt  outstanding  was 7.26% and
       7.48%, respectively.
  
       Lines of Credit
       As of June 30, 1999,  certain  subsidiaries of the Company had unused lines
       of credit of $972.1  million,  $372.1 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 June 30, 1999 and  December  31, 1998,  notes  payable to  affiliates
       include $85.7 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 June 30,  1999
       (weighted  average interest rate of 7.72% and 7.73% as of June 30, 1999 and
       December  31, 1998,  respectively)  and are due in 2002.  Accrued  interest
       relating  to such notes of $7.2  million  and $3.9  million is  included in
       notes  payable to  affiliates  as of June 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 six and three months ended
       June 30, 1999 and 1998, the Company's service income includes $4.7 million,
       $4.5 million, $2.1 million and $2.0 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
       $75.4 million,  $63.9  million,  $41.9 million and $32.7 million during the
       six and three  months  ended June 30,  1999 and 1998,  respectively.  These
       management  fees  are  included  in  selling,  general  and  administrative
       expenses in the Company's condensed consolidated statement
  
                                          7
  COMCAST CABLE COMMUNICATIONS, INC. AND SUBSIDIARIES
                                      FORM 10-Q
                             QUARTER ENDED JUNE 30, 1999
          NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS - CONTINUED
                                     (Unaudited)
  
       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 six months ended June 30, 1999 and 1998
       were $2.9 million and $2.7 million, respectively.  Deferred management fees
       were $145.3 million and $142.4 million as of June 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
       $467.5  million,   $380.4  million,  $245.6  million  and  $189.9  million,
       including $401.2 million, $320.8 million, $211.4 million and $159.9 million
       of Programming Charges, during the six and three months ended June 30, 1999
       and 1998,  respectively.  The  Programming  Charges  include $41.2 million,
       $29.5  million,  $22.5 million and $15.5  million  during the six and three
       months ended June 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 six months ended June 30, 1999 and
       1998  were  $71.9  million  and  $61.1  million,   respectively.   Deferred
       Programming  Charges were $454.3  million and $382.4 million as of June 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 and agent,  which  invests and  disburses  such
       funds at the direction of the Company. As of June 30, 1999 and December 31,
       1998, $6.5 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
       six and three months ended June 30, 1999 and 1998,  the Company  recognized
       investment  income of $0.8  million,  $2.2  million,  $0.5 million and $0.7
       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 $138.5
       million,  $104.4  million,  $127.1 million and $95.3 million during the six
       and three months ended June 30, 1999 and 1998, respectively. The
  
                                          8
  COMCAST CABLE COMMUNICATIONS, INC. AND SUBSIDIARIES
                                      FORM 10-Q
                             QUARTER ENDED JUNE 30, 1999
          NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS - CONCLUDED
                                     (Unaudited)
  
       Company made cash  payments for interest on the notes payable to affiliates
       of $0.3 million during the six months June 30, 1999.
  
       The Company made cash payments for state income taxes of $3.4 million, $4.1
       million,  $3.3  million and $3.6  million  during the six and three  months
       ended June 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 JUNE 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 six and three
  months  ended June 30, 1999 and 1998 is as follows  (dollars in  millions,  "NM"
  denotes percentage is not meaningful):
  Six Months Ended
                                                                    June 30,          Increase / (Decrease)
                                                                1999        1998          $           %
                                                              ---------   ---------   ---------   ---------
  Service income............................................   $1,353.7    $1,109.5      $244.2        22.0%
  Operating, selling, general and administrative expenses...      907.6       739.0       168.6        22.8
                                                              ---------   ---------   ---------
  Operating income before depreciation and
     amortization (1).......................................      446.1       370.5        75.6        20.4
  Depreciation and amortization.............................      454.7       323.6       131.1        40.5
                                                              ---------   ---------   ---------
  Operating (loss) income...................................       (8.6)       46.9       (55.5)         NM
                                                              ---------   ---------   ---------
  Interest expense..........................................      159.0       107.9        51.1        47.4
  Interest expense on notes payable to affiliates...........        3.6        27.3       (23.7)      (86.8)
  Investment income and other, net..........................        6.4        (3.9)       10.3          NM
  Income tax benefit........................................      (29.8)      (20.7)        9.1        44.0
  Minority interest.........................................      (57.7)       (9.5)       48.2          NM
                                                              ---------   ---------   ---------
  Net loss..................................................     ($90.1)     ($54.2)      $35.9        66.2%
                                                              =========   =========   =========
  Three Months Ended
                                                                    June 30,          Increase / (Decrease)
                                                                1999        1998          $           %
                                                              ---------   ---------   ---------   ---------
  Service income............................................     $748.9      $568.3      $180.6        31.8%
  Operating, selling, general and administrative expenses...      497.8       370.3       127.5        34.4
                                                              ---------   ---------   ---------
  Operating income before depreciation and
     amortization (1).......................................      251.1       198.0        53.1        26.8
  Depreciation and amortization.............................      260.5       161.7        98.8        61.1
                                                              ---------   ---------   ---------
  Operating (loss) income...................................       (9.4)       36.3       (45.7)         NM
                                                              ---------   ---------   ---------
  Interest expense..........................................       93.3        54.4        38.9        71.5
  Interest expense on notes payable to affiliates...........        1.7        14.4       (12.7)      (88.2)
  Investment income and other, net..........................        7.1        (1.6)        8.7          NM
  Income tax benefit........................................      (11.3)       (6.3)        5.0        79.4
  Minority interest.........................................      (48.9)       (4.3)       44.6          NM
                                                              ---------   ---------   ---------
  Net loss..................................................     ($51.3)     ($20.3)      $31.0          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  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.
  10
  COMCAST CABLE COMMUNICATIONS, INC. AND SUBSIDIARIES
                                      FORM 10-Q
                             QUARTER ENDED JUNE 30, 1999
  
       Of the respective  $244.2  million and $180.6 million  increases in service
  income for the six and three month periods from 1998 to 1999, $146.3 million and
  $132.9  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, $12.5 million and $5.8 million are attributable to
  subscriber  growth,  $47.1 million and $22.2 million relate to changes in rates,
  $10.6 million and $5.6 million are  attributable to growth in cable  advertising
  sales and $27.7  million and $14.1  million  relate to other  product  offerings
  (e.g., digital cable, high speed data services, etc.).
  
       Of the respective $168.6 million and $127.5 million increases in operating,
  selling, general and administrative expenses for the six and three month periods
  from 1998 to 1999,  $112.1  million and $103.2 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,  $28.5 million
  and  $13.8  million  are  attributable  to  increases  in  the  costs  of  cable
  programming  as a result of changes in rates,  subscriber  growth and additional
  channel  offerings,  $2.2 million and $0.9 million are attributable to growth in
  advertising  sales and $25.8 million and $9.6 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.
  
       Comcast,  on our  behalf,  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, we
  receive an allocated  portion,  based upon market share,  of a percentage of net
  sales of merchandise sold to QVC customers  located in our service area. For the
  six and three months ended June 30, 1999 and 1998, our service  income  includes
  $4.7  million,  $4.5  million,  $2.1  million  and $2.0  million,  respectively,
  relating to QVC.
  
       Comcast,  through  management  agreements,  manages the  operations  of our
  subsidiaries,   including  rebuilds  and  upgrades.  The  management  agreements
  generally  provide that Comcast will  supervise the management and operations of
  the cable systems and arrange for and  supervise  (but not  necessarily  perform
  itself) certain administrative functions. As compensation for such services, the
  agreements  provide for Comcast to charge  management  fees of up to 6% of gross
  revenues.  Comcast  charged our  subsidiaries  management fees of $75.4 million,
  $63.9  million,  $41.9 million and $32.7 million during the six and three months
  ended June 30, 1999 and 1998,  respectively.  These management fees are included
  in selling,  general and administrative  expenses in our condensed  consolidated
  statement of operations and accumulated deficit.
  
       On our behalf,  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 our 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  us  by  Comcast  for
  programming (the  "Programming  Charges") are included in operating  expenses in
  our condensed  consolidated  statement of operations and accumulated deficit. We
  purchase certain other services, including insurance and employee benefits, from
  Comcast under  cost-sharing  arrangements on terms that reflect Comcast's actual
  cost. We reimburse  Comcast for certain other costs  (primarily  salaries) under
  cost-reimbursement  arrangements.  Under all of these arrangements,  we incurred
  total  expenses of $467.5  million,  $380.4  million,  $245.6  million and 189.9
  million,  including  $401.2 million,  $320.8 million,  $211.4 million and $159.9
  million of Programming  Charges,  during the six and three months ended June 30,
  1999 and 1998,  respectively.  The  Programming  Charges  include $41.2 million,
  $29.5  million,  $22.5 million and $15.5 million during the six and three months
  ended June 30, 1999 and 1998, respectively, relating to programming purchased by
  us, through Comcast, from suppliers in which Comcast holds an equity interest.
  
       The respective  $131.1 million and $98.8 million  increases in depreciation
  and  amortization  expense for the six 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 six months ended June 30, 1999 includes the effects
  of final purchase  price  adjustments  relating to certain cable  communications
  systems which we acquired in 1998.
  
                                         11
  COMCAST CABLE COMMUNICATIONS, INC. AND SUBSIDIARIES
                                      FORM 10-Q
                             QUARTER ENDED JUNE 30, 1999
  
       The  respective  $51.1  million  and $38.9  million  increases  in interest
  expense for the six 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
  
       From January 1, 1999 through August 13, 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  August 13, 1999. As of August 13, 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 5.92%.
  
       The  respective  $23.7  million  and $12.7  million  decreases  in interest
  expense on notes payable to affiliates  for the six and three month periods from
  1998 to 1999 are primarily  attributable  to decreases in the average balance of
  notes outstanding.
  
       The  respective  $10.3  million and $8.7 million  increases  in  investment
  income and other,  net for the six and three month periods from 1998 to 1999 are
  primarily attributable to Comcast's contribution of Jones Intercable to us.
  
       The  respective  $9.1  million  and $5.0  million  increases  in income tax
  benefit for the six 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.
  
       The  respective  $48.2  million  and $44.6  million  increases  in minority
  interest for the six 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 six and three  months  ended June 30, 1999 and 1998,  our  earnings
  before  income tax  benefit and fixed  charges  (interest  expense and  interest
  expense on notes payable to affiliates) were $42.7 million, $60.3 million, $32.4
  million and $42.2  million,  respectively.  Such  earnings  were not adequate to
  cover our fixed charges of $162.6  million,  $135.2  million,  $95.0 million and
  $68.8  million  for the six and  three  months  ended  June 30,  1999 and  1998,
  respectively.  Our fixed  charges  include  non-cash  interest  expense  of $3.7
  million,  $27.5  million,  $1.9 million and $14.5  million for the six and three
  months  ended  June 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:
  
       o    Assessment  Phase.   Structured   evaluation,   including  a  detailed
            inventory  outlining  the impact  that the Year 2000 Issue may have on
            current operations.
  
       o    Detailed Planning Phase.  Establishment of priorities,  development of
            specific action steps
  
                                         12
  COMCAST CABLE COMMUNICATIONS, INC. AND SUBSIDIARIES
                                      FORM 10-Q
                             QUARTER ENDED JUNE 30, 1999
  
            and  allocation  of resources to address the issues  identified in the
            Assessment Phase.
  
       o    Conversion Phase. Implementation of the necessary system modifications
            as outlined in the Detailed Planning Phase.
  
       o    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.
  
       o    Implementation  Phase.  Final roll-out of fully tested components into
            an operational unit.
  
       Based on an  inventory  conducted  in  1997,  we have  identified  computer
  systems that will require modification or replacement so that they will properly
  utilize dates beyond December 31, 1999. Many of our critical systems are new and
  are already Year 2000 compliant as a result of our recent rebuild of many of our
  cable communications systems. In addition, we have initiated communications with
  all of our significant software suppliers and service bureaus to determine their
  plans for remediating the Year 2000 Issue in their software which we use or rely
  upon.
  
       As of June 30,  1999,  except for Jones  Intercable,  we are in the Testing
  Phase and the Implementation Phase of our Year 2000 remediation program and have
  entered the Implementation Phase with respect to certain of our key systems. For
  Jones  Intercable,  as of June 30, 1999, we are in the Conversion  Phase and the
  Testing Phase of our Year 2000  remediation  program . Through June 30, 1999, we
  have  incurred  approximately  $5.0  million  in  connection  with our Year 2000
  remediation  program. We estimate that we will incur between  approximately $3.0
  million  to  $5.0  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.  We plan to complete the Year 2000 mitigation by the end of the third
  quarter of 1999, except for Jones Intercable which will be completed in November
  1999. Our management has  investigated  and may consider  potential  contingency
  plans in the event that our Year 2000  remediation  program is not  completed by
  that date.
  
       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 JUNE 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 April 8,
                 1999 relating to our  announcement  that Comcast  Corporation had
                 completed  the  acquisition  of a  controlling  interest in Jones
                 Intercable. Inc.
  
            (ii) We filed a Current Report on Form 8-K under Item 5 on May 6, 1999
                 relating to our announcement that Comcast Corporation had entered
                 into an  agreement  with AT&T Corp.  to  exchange  certain  cable
                 systems and that Comcast Corporation had terminated its Agreement
                 and Plan of Merger with MediaOne Group, Inc.
  
            (iii)We filed a Current  Report  on Form 8-K  under  Item 5 on May 27,
                 1999 relating to our  announcement  that Comcast  Corporation had
                 entered  into  an  agreement  with  Adelphia   Communications  to
                 exchange certain cable systems.
  
                                         14
  COMCAST CABLE COMMUNICATIONS, INC. AND SUBSIDIARIES
                                      FORM 10-Q
                             QUARTER ENDED JUNE 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: August 16, 1999
  
                                         15