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, 1998
                                         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.)
  
                   1105 North Market Street, Wilmington, DE 19801
  --------------------------------------------------------------------------------
                      (Address of principal executive offices)
                                     (Zip Code)
  
  Registrant's telephone number, including area code:  (302) 427-8991
  
                             --------------------------
  
  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, 1998, 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, 1998
  
                                  TABLE OF CONTENTS
  <TABLE>
  <CAPTION>
                                                                                                   Page
                                                                                                  Number
  <S>                            <C>                                                             <C>
  PART I            FINANCIAL INFORMATION
  
                    Item 1        Financial Statements
  
                                  Condensed Consolidated Balance Sheet
                                  as of June 30, 1998 and December 31,
                                  1997 (Unaudited)......................................................2
  
                                  Condensed Consolidated Statement of Operations
                                  and Accumulated Deficit for the Six and Three Months
                                  Ended June 30, 1998 and 1997 (Unaudited)..............................3
  
                                  Condensed Consolidated Statement of Cash
                                  Flows for the Six Months Ended June 30,
                                  1998 and 1997 (Unaudited).............................................4
  
                                  Notes to Condensed Consolidated
                                  Financial Statements (Unaudited)..................................5 - 8
  
                    Item 2        Management's Discussion and Analysis
                                  of Financial Condition and Results of
                                  Operations.......................................................9 - 11
  
  PART II           OTHER INFORMATION
  
                    Item 1        Legal Proceedings....................................................12
  
                    Item 6        Exhibits and Reports on Form 8-K.....................................12
  
                    SIGNATURE..........................................................................13
  </TABLE>
                         -----------------------------------
  
  This Quarterly  Report on Form 10-Q contains  forward  looking  statements  made
  pursuant to the "safe harbor"  provisions of the Private  Securities  Litigation
  Reform Act of 1995.  Readers are cautioned that such forward looking  statements
  involve  risks and  uncertainties  which  could  significantly  affect  expected
  results  in the  future  from  those  expressed  in  any  such  forward  looking
  statements  made by, or on behalf,  of the Company.  Certain  factors that could
  cause actual  results to differ  materially  include,  without  limitation,  the
  effects of  legislative  and  regulatory  changes;  the  potential for increased
  competition;  technological  changes; the need to generate substantial growth in
  the subscriber base by successfully launching,  marketing and providing services
  in  identified  markets;  pricing  pressures  which could affect  demand for the
  Company's services; the Company's ability to expand its distribution; changes in
  labor, programming, equipment and capital costs; the Company's continued ability
  to  create  or  acquire  programming  and  products  that  customers  will  find
  attractive;  future  acquisitions,   strategic  partnerships  and  divestitures;
  general business and economic conditions;  and other risks detailed from time to
  time in the Company's  periodic  reports filed with the  Securities and Exchange
  Commission.
  <PAGE>
                 COMCAST CABLE COMMUNICATIONS, INC. AND SUBSIDIARIES
                                      FORM 10-Q
                             QUARTER ENDED JUNE 30, 1998
  
  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,
                                                                                             1998             1997
                                                                                             ----             ----
  <S>                                                                                         <C>               <C>  
  ASSETS
  CURRENT ASSETS
     Cash and cash equivalents....................................................            $53.0             $40.7
     Short-term investments.......................................................              0.3               0.4
     Cash held by an affiliate....................................................             32.2              56.6
     Accounts receivable, less allowance for doubtful
       accounts of $16.9 and $16.7................................................             71.1              72.8
     Inventories..................................................................             34.1              31.3
     Other current assets.........................................................             14.9              18.0
                                                                                           --------          --------
         Total current assets.....................................................            205.6             219.8
                                                                                           --------          --------
  PROPERTY AND EQUIPMENT..........................................................          2,978.3           2,667.3
     Accumulated depreciation.....................................................         (1,124.6)         (1,021.2)
                                                                                           --------          --------
     Property and equipment, net..................................................          1,853.7           1,646.1
                                                                                           --------          --------
  DEFERRED CHARGES................................................................          5,818.5           5,655.7
     Accumulated amortization.....................................................         (1,623.1)         (1,463.8)
                                                                                           --------          --------
     Deferred charges, net........................................................          4,195.4           4,191.9
                                                                                           --------          --------
                                                                                           $6,254.7          $6,057.8
                                                                                           ========          ========
  LIABILITIES AND STOCKHOLDER'S EQUITY
  
  CURRENT LIABILITIES
     Accounts payable and accrued expenses........................................           $239.8            $239.9
     Accrued interest.............................................................             29.9              26.6
     Current portion of long-term debt............................................              3.1              52.8
     Due to affiliates............................................................            122.5             125.6
                                                                                           --------          --------
         Total current liabilities................................................            395.3             444.9
                                                                                           --------          --------
  LONG-TERM DEBT, less current portion............................................          2,709.1           2,554.9
                                                                                           --------          --------
  MINORITY INTEREST AND OTHER.....................................................            195.5             208.5
                                                                                           --------          --------
  NOTES PAYABLE TO AFFILIATES.....................................................            814.8             695.2
                                                                                           --------          --------
  DUE TO AFFILIATE................................................................            462.6             398.8
                                                                                           --------          --------
  DEFERRED INCOME TAXES, due to affiliate.........................................          1,464.5           1,488.4
                                                                                           --------          --------
  COMMITMENTS AND CONTINGENCIES
  
  STOCKHOLDER'S EQUITY
     Common stock, $1 par value - authorized and issued, 1,000 shares.............
     Additional capital...........................................................          3,066.2           3,066.2
     Accumulated deficit..........................................................         (2,853.3)         (2,799.1)
                                                                                           --------          --------
         Total stockholder's equity...............................................            212.9             267.1
                                                                                           --------          --------
                                                                                           $6,254.7          $6,057.8
                                                                                           ========          ========
  </TABLE>
  
  See notes to condensed consolidated financial statements.
  
                                          2
  <PAGE>
                 COMCAST CABLE COMMUNICATIONS, INC. AND SUBSIDIARIES
                                      FORM 10-Q
                             QUARTER ENDED JUNE 30, 1998
       CONDENSED CONSOLIDATED STATEMENT OF OPERATIONS AND ACCUMULATED DEFICIT
                                     (Unaudited)
  <TABLE>
  <CAPTION>
                                                                                     (Amounts in millions)
                                                                          Six Months Ended         Three Months Ended
                                                                              June 30,                  June 30,
                                                                         1998         1997         1998         1997
  <S>                                                                  <C>          <C>             <C>          <C>   
  SERVICE INCOME................................................       $1,109.5     $1,021.9        $568.3       $520.8
                                                                      ---------    ---------     ---------    --------- 
  
  COSTS AND EXPENSES
     Operating..................................................          486.5        450.7         243.7        225.4
     Selling, general and administrative........................          252.5        233.6         126.6        118.9
     Depreciation and amortization..............................          323.6        306.8         161.7        168.0
                                                                      ---------    ---------     ---------    --------- 
                                                                        1,062.6        991.1         532.0        512.3
                                                                      ---------    ---------     ---------    --------- 
  
  OPERATING INCOME..............................................           46.9         30.8          36.3          8.5
  
  OTHER (INCOME) EXPENSE
     Interest expense...........................................          107.9        119.9          54.4         63.2
     Interest expense on notes payable to affiliates............           27.3         12.4          14.4          3.3
     Investment income and other, net...........................           (3.9)        (2.0)         (1.6)        (2.0)
                                                                      ---------    ---------     ---------    --------- 
                                                                          131.3        130.3          67.2         64.5
                                                                      ---------    ---------     ---------    --------- 
  
  LOSS BEFORE INCOME TAX BENEFIT, MINORITY INTEREST AND
     EXTRAORDINARY ITEMS........................................          (84.4)       (99.5)        (30.9)       (56.0)
  
  INCOME TAX BENEFIT............................................          (20.7)       (23.5)         (6.3)       (14.2)
                                                                      ---------    ---------     ---------    --------- 
  
  LOSS BEFORE MINORITY INTEREST AND EXTRAORDINARY
     ITEMS......................................................          (63.7)       (76.0)        (24.6)       (41.8)
  
  MINORITY INTEREST.............................................           (9.5)       (10.2)         (4.3)        (5.2)
                                                                      ---------    ---------     ---------    --------- 
  
  LOSS BEFORE EXTRAORDINARY ITEMS...............................          (54.2)       (65.8)        (20.3)       (36.6)
  
  EXTRAORDINARY ITEMS...........................................                       (15.5)                     (15.5)
                                                                      ---------    ---------     ---------    --------- 
  
  NET LOSS......................................................          (54.2)       (81.3)        (20.3)       (52.1)
  
  ACCUMULATED DEFICIT
     Beginning of period........................................       (2,799.1)    (2,124.0)     (2,833.0)    (2,153.2)
     Elimination of outstanding notes receivable from affiliate
        through a non-cash dividend to parent...................                      (546.3)                    (546.3)
                                                                      ---------    ---------     ---------    --------- 
  
     End of period..............................................      ($2,853.3)   ($2,751.6)    ($2,853.3)   ($2,751.6)
                                                                      =========    =========     =========    ========= 
  </TABLE>
  See notes to condensed consolidated financial statements.
  
                                          3
  <PAGE>
                 COMCAST CABLE COMMUNICATIONS, INC. AND SUBSIDIARIES
                                      FORM 10-Q
                             QUARTER ENDED JUNE 30, 1998
                   CONDENSED CONSOLIDATED STATEMENT OF CASH FLOWS
                                     (Unaudited)
  <TABLE>
  <CAPTION>
                                                                                               (Dollars in millions)
                                                                                               Six Months Ended June 30,
                                                                                             1998             1997
                                                                                             ----             ----
  <S>                                                                                        <C>               <C>    
  OPERATING ACTIVITIES
     Net loss.....................................................................           ($54.2)           ($81.3)
     Adjustments to reconcile net loss to net cash provided
       by operating activities:
       Depreciation and amortization..............................................            323.6             306.8
       Non-cash interest expense..................................................              0.2               1.1
       Non-cash interest expense on notes payable to affiliates...................             27.3               1.2
       Deferred expenses charged by an affiliate..................................             63.8              54.6
       Loss on sale of investment.................................................                                1.6
       Extraordinary items........................................................                               15.5
       Minority interest..........................................................             (9.5)            (10.2)
       Deferred income tax benefit, due to affiliate..............................            (23.7)            (44.2)
       Other......................................................................             (0.1)
                                                                                           --------          -------- 
                                                                                              327.4             245.1
  
       Changes in working capital accounts........................................              1.6              11.9
                                                                                           --------          -------- 
  
             Net cash provided by operating activities............................            329.0             257.0
                                                                                           --------          -------- 
  
  FINANCING ACTIVITIES
     Proceeds from borrowings.....................................................            817.0           1,805.8
     Repayments of long-term debt.................................................           (712.7)         (1,937.7)
     Proceeds from notes payable to affiliates....................................             92.3             141.0
     Repayment of notes payable to affiliates.....................................                             (100.8)
     Net transactions with affiliates.............................................             (3.1)             56.2
     Deferred financing costs.....................................................             (0.7)            (15.2)
                                                                                           --------          -------- 
             Net cash provided by (used in) financing activities..................            192.8             (50.7)
                                                                                           --------          -------- 
  
  INVESTING ACTIVITIES
     Acquisitions, net of cash acquired...........................................           (219.4)             (7.1)
     Capital expenditures.........................................................           (293.7)           (251.5)
     Sale of short-term investments...............................................              0.1              21.2
     Decrease in cash held by an affiliate........................................             24.4              43.7
     Additions to deferred charges and other......................................            (20.9)             (6.8)
                                                                                           --------          -------- 
  
             Net cash used in investing activities................................           (509.5)           (200.5)
                                                                                           --------          -------- 
  
  INCREASE IN CASH AND CASH EQUIVALENTS...........................................             12.3               5.8
  
  CASH AND CASH EQUIVALENTS, beginning of period..................................             40.7              38.4
                                                                                           --------          -------- 
  
  CASH AND CASH EQUIVALENTS, end of period........................................            $53.0             $44.2
                                                                                           ========          ========
  </TABLE>
  See notes to condensed consolidated financial statements.
  
                                          4
  <PAGE>
                 COMCAST CABLE COMMUNICATIONS, INC. AND SUBSIDIARIES
                                      FORM 10-Q
                             QUARTER ENDED JUNE 30, 1998
                NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
                                     (Unaudited)
  
  1.   CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
  
       Basis of Presentation
       The condensed  consolidated  balance sheet as of December 31, 1997 has been
       condensed from the audited  consolidated balance sheet as of that date. The
       condensed  consolidated  balance  sheet as of June 30, 1998,  the condensed
       consolidated  statement of operations and  accumulated  deficit for the six
       and  three  months  ended  June  30,  1998  and  1997  and  the   condensed
       consolidated statement of cash flows for the six months ended June 30, 1998
       and 1997 have been  prepared by Comcast  Cable  Communications,  Inc.  (the
       "Company") and have not been audited by the Company's independent auditors.
       In the opinion of management,  all  adjustments  (which include only normal
       recurring  adjustments) necessary to present fairly the financial position,
       results  of  operations  and cash  flows  as of June  30,  1998 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, 1997 Annual Report on Form 10-K filed with the  Securities and Exchange
       Commission.  The results of operations  for the periods ended June 30, 1998
       are not necessarily indicative of operating results for the full year.
  
       Reorganization
       On April 24, 1997, Comcast Corporation  ("Comcast"),  the Company's parent,
       completed  a  restructuring  of the legal  organization  of  certain of its
       subsidiaries (the "Reorganization").  The Reorganization involved Comcast's
       contribution  to the  Company  of  ownership  interests  in  certain of its
       consolidated  subsidiaries,  all of which  were under  Comcast's  direct or
       indirect control (the "Contributed  Subsidiaries").  The Reorganization has
       been  accounted  for  in a  manner  similar  to  a  pooling  of  interests.
       Accordingly,  the Company's condensed consolidated financial statements for
       the six and three  months  ended June 30, 1997  include the accounts of the
       Contributed Subsidiaries.
  
       In addition,  certain expenses directly related to the Company's operations
       which were  historically paid by Comcast on behalf of the Company have been
       reflected in the Company's condensed  consolidated  statement of operations
       and accumulated deficit for the six and three months ended June 30, 1997.
  
  2.   SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
  
       New Accounting Pronouncement
       In June 1998, the Financial  Accounting Standards Board issued Statement of
       Financial Accounting Standards ("SFAS") No. 133, "Accounting for Derivative
       Instruments  and Hedging  Activities."  This statement,  which  establishes
       accounting and reporting  standards for derivatives and hedging activities,
       is effective  for fiscal  years  beginning  after June 15,  1999.  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. The Company is currently  evaluating the impact the
       adoption of SFAS No. 133 will have on its financial position and results of
       operations.
  
       Reclassifications
       Certain  reclassifications  have  been  made to the  prior  year  condensed
       consolidated  financial statements to conform to those classifications used
       in 1998.
  
  3.   LONG-TERM DEBT
  
       Interest Rates
       As of June 30, 1998 and December 31, 1997, the Company's effective weighted
       average  interest  rate on its  long-term  debt  outstanding  was 7.93% and
       8.14%, respectively.
  
       Lines of Credit
       In March 1998, the revolving credit facility of a majority owned subsidiary
       of the  Company was amended to,  among other  things,  increase  borrowings
       available to the  subsidiary  from $750.0  million to $875.0 million and to
       defer
  
                                          5
  <PAGE>
                 COMCAST CABLE COMMUNICATIONS, INC. AND SUBSIDIARIES
                                      FORM 10-Q
                             QUARTER ENDED JUNE 30, 1998
          NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS - CONTINUED
                                     (Unaudited)
  
       scheduled  maturities of long-term  debt.  Available  borrowings  under the
       subsidiary's  revolving  credit facility,  as amended,  reduce quarterly in
       installments beginning in 1999 through its final maturity in 2003.
  
       As of July 31, 1998,  certain  subsidiaries of the Company had unused lines
       of credit of $658.0 million.  The  availability and use of the unused lines
       of credit are  restricted by the  covenants of the related debt  agreements
       and to subsidiary general purposes and dividend declaration.
  
       Extraordinary Items
       In connection with the refinancing and redemption of certain  subsidiaries'
       indebtedness,  the Company expensed  unamortized debt acquisition costs and
       incurred  debt  extinguishment   costs  of  $23.9  million,   resulting  in
       extraordinary losses, net of tax, of $15.5 million during the six and three
       months ended June 30, 1997.
  
  4.   NOTES PAYABLE TO AFFILIATES
  
       In April 1998,  the Company issued a $20.0 million  principal  amount note,
       payable to a subsidiary of Comcast  which bears  interest at a rate of 8.5%
       and is due in 2007. In May 1998,  the Company  issued an  additional  $72.3
       million  principal  amount note,  payable to a subsidiary  of Comcast which
       bears interest at a rate of 8.5% and is due in 2007. Borrowings under these
       notes were used by the Company for debt  service  requirements  and general
       purposes.
  
       As of June 30, 1998 and December 31, 1997,  Notes  Payable  include  $762.9
       million and $670.6 million principal amount of Notes Payable to Comcast and
       certain of its wholly owned subsidiaries.  Notes payable to affiliates bear
       interest at rates ranging from 7.25% to 9.25% as of June 30, 1998 (weighted
       average  interest  rate of 7.80% and 7.71% as of June 30, 1998 and December
       31,  1997)  with  maturities  from 2002 to 2007.  The notes are  payable to
       Comcast and certain of its wholly owned subsidiaries.  The Company incurred
       $27.3 million,  $12.4  million,  $14.4 million and $3.3 million of interest
       expense on the notes  during the six and three  months  ended June 30, 1998
       and 1997,  respectively.  Accrued interest  relating to such notes of $51.9
       million and $24.6  million is included in notes payable to affiliates as of
       June 30, 1998 and December 31, 1997, respectively.
  
  5.   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 incentive payments based on the number of
       subscribers receiving the QVC channel. In addition, 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, 1998 and 1997,  the  Company's
       service income includes $4.5 million,  $4.0 million,  $2.0 million and $2.1
       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  (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 the
       Company's  subsidiaries  management  fees of $63.9 million,  $58.8 million,
       $32.7 million and $29.8 million  during the six and three months ended June
       30, 1998 and 1997,  respectively.  These  management  fees are  included in
       selling,  general and  administrative  expenses in the Company's  condensed
       consolidated  statement of operations and accumulated deficit.  Comcast has
       agreed to permit certain  subsidiaries of the Company to defer payment of a
       portion of these  expenses  with the deferred  portion  being  treated as a
       subordinated  long-term  liability due to affiliate  which will not be paid
       until the subsidiaries'  existing  long-term debt is retired.  In addition,
       payment of certain of these expenses has been deferred until the California
       Public Employees'  Retirement System  ("CalPERS") no longer has an interest
       in Comcast MHCP Holdings,  LLC (the "LLC"),  a majority owned subsidiary of
       the Company.  Management fees deferred during the six months ended June 30,
       1998 and 1997 were $2.7 million and $2.4  million,  respectively.  Deferred
       management  fees were $139.6 million and $136.9 million as of June 30, 1998
       and December 31, 1997, respectively.
  
                                          6
  <PAGE>
                 COMCAST CABLE COMMUNICATIONS, INC. AND SUBSIDIARIES
                                      FORM 10-Q
                             QUARTER ENDED JUNE 30, 1998
          NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS - CONCLUDED
                                     (Unaudited)
  
       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
       $380.4  million,   $343.3  million,  $189.9  million  and  $171.9  million,
       including $320.8 million, $286.4 million, $159.9 million and $143.7 million
       of Programming Charges, during the six and three months ended June 30, 1998
       and 1997,  respectively.  The  Programming  Charges  include $24.5 million,
       $19.7  million,  $12.8 million and $10.5  million  during the six and three
       months ended June 30, 1998 and 1997, 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, 1998 and
       1997  were  $61.1  million  and  $52.2  million,   respectively.   Deferred
       Programming  Charges were $323.0  million and $261.9 million as of June 30,
       1998 and December 31, 1997, 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, 1998 and December 31,
       1997, $32.2 million and $56.6 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, 1998 and 1997,  the Company  recognized
       investment  income of $2.2  million,  $1.9  million,  $0.7 million and $0.8
       million, respectively, on cash held by CFAC.
  
  6.   STATEMENT OF CASH FLOWS-SUPPLEMENTAL INFORMATION
  
       The Company made cash payments for interest on its long-term debt of $104.4
       million, $112.7 million, $95.3 million and $58.0 million during the six and
       three months ended June 30, 1998 and 1997,  respectively.  The Company made
       cash  payments for  interest on the notes  payable to  affiliates  of $11.2
       million and $3.8 million during the six and three months June 30, 1997.
  
       The Company made cash payments for state income taxes of $4.1 million, $4.4
       million,  $3.6  million and $3.6  million  during the six and three  months
       ended June 30, 1998 and 1997, respectively.
  
  7.   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.
  
                                          7
  <PAGE>
                 COMCAST CABLE COMMUNICATIONS, INC. AND SUBSIDIARIES
                                      FORM 10-Q
                             QUARTER ENDED JUNE 30, 1998
          NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS - CONCLUDED
                                     (Unaudited)
  
       The  Federal  Communications  Commission  and the  Company  entered  into a
       "social  contract" in which the Company has  committed to complete  certain
       system  upgrades and  improvements by March 1999 in return for which it was
       able,  after  December 31,  1997,  to move a limited  number of  previously
       regulated   programming   services  in  certain  cable   franchises  to  an
       unregulated new product tier.
  
       In June 1998,  the  Department  of Public  Utility  Control of the State of
       Connecticut  issued an Amended  Decision  resolving a dispute pending since
       1994 involving basic service rates and equipment and  installation  charges
       for  certain of the  Company's  cable  systems in the  State.  The  Amended
       Decision provides for refunds of approximately $1.8 million over a one-year
       period to subscribers and establishes maximum permitted basic service rates
       and equipment and installation charges through March 1999.
  
  
                                          8
  <PAGE>
                 COMCAST CABLE COMMUNICATIONS, INC. AND SUBSIDIARIES
                                      FORM 10-Q
                             QUARTER ENDED JUNE 30, 1998
  
  
  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
  
  Summarized  consolidated financial information for Comcast Cable Communications,
  Inc. (the  "Company")  for the six and three months ended June 30, 1998 and 1997
  is as follows (dollars in millions, "NM" denotes percentage is not meaningful):
  <TABLE>
  <CAPTION>
                                                                      Six Months Ended
                                                                          June 30,             Increase / (Decrease)
                                                                     1998         1997             $           %
  <S>                                                              <C>          <C>              <C>          <C> 
  Service income............................................       $1,109.5     $1,021.9         $87.6        8.6%
  Operating, selling, general and administrative expenses...          739.0        684.3          54.7        8.0
                                                                   --------     --------         -----     
  Operating income before depreciation and
     amortization (1).......................................          370.5        337.6          32.9        9.7
  Depreciation and amortization.............................          323.6        306.8          16.8        5.5
                                                                   --------     --------         -----     
  Operating income..........................................           46.9         30.8          16.1       52.3
                                                                   --------     --------         -----     
  Interest expense..........................................          107.9        119.9         (12.0)     (10.0)
  Interest expense on notes payable to affiliates...........           27.3         12.4          14.9         NM
  Investment income and other, net..........................           (3.9)        (2.0)          1.9       95.0
  Income tax benefit........................................          (20.7)       (23.5)         (2.8)     (11.9)
  Minority interest.........................................           (9.5)       (10.2)         (0.7)      (6.9)
  Extraordinary items.......................................                       (15.5)        (15.5)        NM
                                                                   --------     --------         -----     
  Net loss..................................................         ($54.2)      ($81.3)       ($27.1)      33.3%
                                                                   ========     ========         =====      
  
                                                                      Three Months Ended
                                                                          June 30,              Increase / (Decrease)
                                                                     1998         1997             $           %
  
  Service income............................................         $568.3       $520.8         $47.5        9.1%
  Operating, selling, general and administrative expenses...          370.3        344.3          26.0        7.6
                                                                   --------     --------         -----     
  Operating income before depreciation and
     amortization (1).......................................          198.0        176.5          21.5       12.2
  Depreciation and amortization.............................          161.7        168.0          (6.3)      (3.8)
                                                                   --------     --------         -----     
  Operating income..........................................           36.3          8.5          27.8         NM
                                                                   --------     --------         -----     
  Interest expense..........................................           54.4         63.2          (8.8)     (13.9)
  Interest expense on notes payable to affiliates...........           14.4          3.3          11.1         NM
  Investment income and other, net..........................           (1.6)        (2.0)         (0.4)     (20.0)
  Income tax benefit........................................           (6.3)       (14.2)         (7.9)     (55.6)
  Minority interest.........................................           (4.3)        (5.2)         (0.9)     (17.3)
  Extraordinary items.......................................                       (15.5)        (15.5)        NM
                                                                   --------     --------         -----     
  Net loss..................................................         ($20.3)      ($52.1)       ($31.8)      61.0%
                                                                   ========     ========         =====      
  ------------
  </TABLE>
  (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 the Company's measure of operating cash
       flow may not 
  
                                          9
  <PAGE>
                 COMCAST CABLE COMMUNICATIONS, INC. AND SUBSIDIARIES
                                      FORM 10-Q
                             QUARTER ENDED JUNE 30, 1998
  
       be comparable to similarly  titled measures of other  companies.  Operating
       cash flow does not purport to represent  net income or net cash provided by
       operating  activities,  as those terms are defined under generally accepted
       accounting  principles,  and should not be considered as an  alternative to
       such measurements as an indicator of the Company's performance.
  
  Of the  respective  $87.6 million and $47.5 million  increases in service income
  for the six  and  three  month  periods  from  1997 to  1998,  $9.9  million  is
  attributable to the effects of the acquisitions of cable communications systems,
  $17.1  million and $8.6 million are  attributable  to subscriber  growth,  $50.2
  million  and $25.9  million  relate to changes in rates,  $9.3  million and $5.4
  million are attributable to growth in cable  advertising sales and the remaining
  changes relate to other product offerings.
  
  Of the  respective  $54.7  million and $26.0  million  increases  in  operating,
  selling, general and administrative expenses for the six and three month periods
  from  1997  to  1998,  $6.6  million  is  attributable  to  the  effects  of the
  acquisitions of cable communication systems, $31.0 million and $13.2 million are
  attributable  to  increases  in the  costs of cable  programming  as a result of
  changes in rates,  subscriber  growth and  additional  channel  offerings,  $3.6
  million and $1.6 million are  attributable  to growth in  advertising  sales and
  $13.5 million and $4.6 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 Company's cost of cable  programming  will increase in the
  future as cable  programming  rates  increase  and  additional  sources of cable
  programming become available.
  
  Comcast Corporation ("Comcast"), the Company's parent, 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 incentive payments
  based on the number of subscribers  receiving the QVC channel. In addition,  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, 1998 and 1997,  the
  Company's service income includes $4.5 million,  $4.0 million,  $2.0 million and
  $2.1 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  (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 the Company's  subsidiaries  management fees of $63.9
  million, $58.8 million, $32.7 million and $29.8 million during the six and three
  months ended June 30, 1998 and 1997,  respectively.  These  management  fees are
  included  in  selling,  general and  administrative  expenses  in the  Company's
  condensed consolidated statement of operations and accumulated deficit.
  
  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 $380.4 million,  $343.3  million,  $189.9 million and
  $171.9 million,  including  $320.8 million,  $286.4 million,  $159.9 million and
  $143.7  million of  Programming  Charges,  during the six and three months ended
  June 30, 1998 and 1997,  respectively.  The  Programming  Charges  include $24.5
  million, $19.7 million, $12.8 million and $10.5 million during the six and three
  months  ended June 30,  1998 and 1997,  respectively,  relating  to  programming
  purchased by the Company, through Comcast, from suppliers in which Comcast holds
  an equity interest.
  
                                         10
  <PAGE>
                 COMCAST CABLE COMMUNICATIONS, INC. AND SUBSIDIARIES
                                      FORM 10-Q
                             QUARTER ENDED JUNE 30, 1998
  
  The $16.8 million increase in depreciation and amortization  expense for the six
  month  period  from 1997 to 1998 is  primarily  attributable  to the  effects of
  capital  expenditures and increased losses on asset disposals in connection with
  the Company's cable system rebuild activities.
  
  The $6.3 million decrease in depreciation and amortization expense for the three
  month period from 1997 to 1998 is primarily  attributable  to the effects of the
  final  purchase  price  allocation  during the three  months ended June 30, 1997
  relating to the November 1996 acquisition of the cable television  operations of
  The E.W. Scripps Company.
  
  The respective $12.0 million and $8.8 million  decreases in interest expense for
  the six and three month periods from 1997 to 1998 are primarily  attributable to
  reduced  levels of debt  outstanding  offset,  in part,  by an  increase  in the
  Company's weighted average interest rate. The Company  anticipates that, for the
  foreseeable  future,  interest expense will be a significant cost to the Company
  and will have a significant  adverse effect on the Company's  ability to realize
  net  earnings.  The  Company  believes  it will  continue to be able to meet its
  obligations  through  its  ability  both to  generate  operating  income  before
  depreciation and amortization and to obtain external financing.
  
  The respective $14.9 million and $11.1 million  increases in interest expense on
  notes  payable to  affiliates  for the six and three month  periods from 1997 to
  1998  are  primarily   attributable   to  increases  in  the  balance  of  notes
  outstanding.
  
  As a result of the signficant  levels of depreciation and  amortization  expense
  and interest expense, it is expected that the Company will continue to recognize
  significant losses for the foreseeable future.
  
  The respective $2.8 million and $7.9 million decreases in income tax benefit for
  the six and three month periods from 1997 to 1998 are primarily  attributable to
  decreases in the Company's loss before income tax benefit, minority interest and
  extraordinary items.
  
  In connection  with the  refinancing  and  redemption  of certain  subsidiaries'
  indebtedness,  the  Company  expensed  unamortized  debt  acquisition  costs and
  incurred debt extinguishment costs of $23.9 million,  resulting in extraordinary
  losses,  net of tax, of $15.5 million during the six and three months ended June
  30, 1997.
  
  For the six and  three  months  ended  June 30,  1998 and  1997,  the  Company's
  earnings  before  extraordinary  items,  income tax  benefit  and fixed  charges
  (interest  expense and interest  expense on notes  payable to  affiliates)  were
  $60.3  million,  $43.0 million,  $42.2 million and $15.7 million,  respectively.
  Such earnings  were not adequate to cover the Company's  fixed charges of $135.2
  million,  $132.3 million,  $68.8 million and $66.5 million for the six and three
  months ended June 30, 1998 and 1997,  respectively.  The Company's fixed charges
  include non-cash interest expense of $27.5 million, $2.3 million,  $14.5 million
  and $0.1  million  for the six and three  months  ended June 30,  1998 and 1997,
  respectively.  The  inadequacy  of these  earnings  to cover  fixed  charges  is
  primarily  due  to  the  substantial   non-cash  charges  for  depreciation  and
  amortization expense.
  
  The Company  believes that its losses and  inadequacy of earnings to cover fixed
  charges will not  significantly  affect the  performance of its normal  business
  activities   because  of  its  existing  cash,  cash   equivalents,   short-term
  investments  and cash held by an  affiliate,  its ability to generate  operating
  income before  depreciation  and amortization and its ability to obtain external
  financing.
  
  The  Company  believes  that  its  operations  are not  materially  affected  by
  inflation.
  
                                         11
  <PAGE>
                 COMCAST CABLE COMMUNICATIONS, INC. AND SUBSIDIARIES
                                      FORM 10-Q
                             QUARTER ENDED JUNE 30, 1998
  
  
  PART II.          OTHER INFORMATION
  
  ITEM 1.           LEGAL PROCEEDINGS
  
       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.
  
  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 - none.
  
  
  
  
  
  
  
  
                                         12
  <PAGE>
                 COMCAST CABLE COMMUNICATIONS, INC. AND SUBSIDIARIES
                                      FORM 10-Q
                             QUARTER ENDED JUNE 30, 1998
  
                                      SIGNATURE
  
           Pursuant to the  requirements  of the  Securities  and  Exchange Act of
  1934,  the  Registrant has duly caused this report to be signed on its behalf by
  the undersigned thereunto duly authorized.
  
  
  
                                        COMCAST CABLE COMMUNICATIONS, INC.
  
  
  
                                        /S/ LAWRENCE S. SMITH
                                        Lawrence S. Smith
                                        Executive Vice President
                                        (Principal Accounting Officer)
  
  
  
  Date: August 14, 1998
  
                                         13
metadata_documents: [{"type": "10-Q", "sequence": "1", "secsgml_size_bytes": 56783}]
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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, 1998
                                         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.)
  
                   1105 North Market Street, Wilmington, DE 19801
  --------------------------------------------------------------------------------
                      (Address of principal executive offices)
                                     (Zip Code)
  
  Registrant's telephone number, including area code:  (302) 427-8991
  
                             --------------------------
  
  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, 1998, 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, 1998
  
                                  TABLE OF CONTENTS
  Page
                                                                                                  Number
  PART I            FINANCIAL INFORMATION
  
                    Item 1        Financial Statements
  
                                  Condensed Consolidated Balance Sheet
                                  as of June 30, 1998 and December 31,
                                  1997 (Unaudited)......................................................2
  
                                  Condensed Consolidated Statement of Operations
                                  and Accumulated Deficit for the Six and Three Months
                                  Ended June 30, 1998 and 1997 (Unaudited)..............................3
  
                                  Condensed Consolidated Statement of Cash
                                  Flows for the Six Months Ended June 30,
                                  1998 and 1997 (Unaudited).............................................4
  
                                  Notes to Condensed Consolidated
                                  Financial Statements (Unaudited)..................................5 - 8
  
                    Item 2        Management's Discussion and Analysis
                                  of Financial Condition and Results of
                                  Operations.......................................................9 - 11
  
  PART II           OTHER INFORMATION
  
                    Item 1        Legal Proceedings....................................................12
  
                    Item 6        Exhibits and Reports on Form 8-K.....................................12
  
                    SIGNATURE..........................................................................13
  -----------------------------------
  
  This Quarterly  Report on Form 10-Q contains  forward  looking  statements  made
  pursuant to the "safe harbor"  provisions of the Private  Securities  Litigation
  Reform Act of 1995.  Readers are cautioned that such forward looking  statements
  involve  risks and  uncertainties  which  could  significantly  affect  expected
  results  in the  future  from  those  expressed  in  any  such  forward  looking
  statements  made by, or on behalf,  of the Company.  Certain  factors that could
  cause actual  results to differ  materially  include,  without  limitation,  the
  effects of  legislative  and  regulatory  changes;  the  potential for increased
  competition;  technological  changes; the need to generate substantial growth in
  the subscriber base by successfully launching,  marketing and providing services
  in  identified  markets;  pricing  pressures  which could affect  demand for the
  Company's services; the Company's ability to expand its distribution; changes in
  labor, programming, equipment and capital costs; the Company's continued ability
  to  create  or  acquire  programming  and  products  that  customers  will  find
  attractive;  future  acquisitions,   strategic  partnerships  and  divestitures;
  general business and economic conditions;  and other risks detailed from time to
  time in the Company's  periodic  reports filed with the  Securities and Exchange
  Commission.
  COMCAST CABLE COMMUNICATIONS, INC. AND SUBSIDIARIES
                                      FORM 10-Q
                             QUARTER ENDED JUNE 30, 1998
  
  PART I            FINANCIAL INFORMATION
  
  ITEM 1            FINANCIAL STATEMENTS
  
                        CONDENSED CONSOLIDATED BALANCE SHEET
                                     (Unaudited)
  (Dollars in millions, except share data)
                                                                                           June 30,       December 31,
                                                                                             1998             1997
                                                                                             ----             ----
  ASSETS
  CURRENT ASSETS
     Cash and cash equivalents....................................................            $53.0             $40.7
     Short-term investments.......................................................              0.3               0.4
     Cash held by an affiliate....................................................             32.2              56.6
     Accounts receivable, less allowance for doubtful
       accounts of $16.9 and $16.7................................................             71.1              72.8
     Inventories..................................................................             34.1              31.3
     Other current assets.........................................................             14.9              18.0
                                                                                           --------          --------
         Total current assets.....................................................            205.6             219.8
                                                                                           --------          --------
  PROPERTY AND EQUIPMENT..........................................................          2,978.3           2,667.3
     Accumulated depreciation.....................................................         (1,124.6)         (1,021.2)
                                                                                           --------          --------
     Property and equipment, net..................................................          1,853.7           1,646.1
                                                                                           --------          --------
  DEFERRED CHARGES................................................................          5,818.5           5,655.7
     Accumulated amortization.....................................................         (1,623.1)         (1,463.8)
                                                                                           --------          --------
     Deferred charges, net........................................................          4,195.4           4,191.9
                                                                                           --------          --------
                                                                                           $6,254.7          $6,057.8
                                                                                           ========          ========
  LIABILITIES AND STOCKHOLDER'S EQUITY
  
  CURRENT LIABILITIES
     Accounts payable and accrued expenses........................................           $239.8            $239.9
     Accrued interest.............................................................             29.9              26.6
     Current portion of long-term debt............................................              3.1              52.8
     Due to affiliates............................................................            122.5             125.6
                                                                                           --------          --------
         Total current liabilities................................................            395.3             444.9
                                                                                           --------          --------
  LONG-TERM DEBT, less current portion............................................          2,709.1           2,554.9
                                                                                           --------          --------
  MINORITY INTEREST AND OTHER.....................................................            195.5             208.5
                                                                                           --------          --------
  NOTES PAYABLE TO AFFILIATES.....................................................            814.8             695.2
                                                                                           --------          --------
  DUE TO AFFILIATE................................................................            462.6             398.8
                                                                                           --------          --------
  DEFERRED INCOME TAXES, due to affiliate.........................................          1,464.5           1,488.4
                                                                                           --------          --------
  COMMITMENTS AND CONTINGENCIES
  
  STOCKHOLDER'S EQUITY
     Common stock, $1 par value - authorized and issued, 1,000 shares.............
     Additional capital...........................................................          3,066.2           3,066.2
     Accumulated deficit..........................................................         (2,853.3)         (2,799.1)
                                                                                           --------          --------
         Total stockholder's equity...............................................            212.9             267.1
                                                                                           --------          --------
                                                                                           $6,254.7          $6,057.8
                                                                                           ========          ========
  See notes to condensed consolidated financial statements.
  
                                          2
  COMCAST CABLE COMMUNICATIONS, INC. AND SUBSIDIARIES
                                      FORM 10-Q
                             QUARTER ENDED JUNE 30, 1998
       CONDENSED CONSOLIDATED STATEMENT OF OPERATIONS AND ACCUMULATED DEFICIT
                                     (Unaudited)
  (Amounts in millions)
                                                                          Six Months Ended         Three Months Ended
                                                                              June 30,                  June 30,
                                                                         1998         1997         1998         1997
  SERVICE INCOME................................................       $1,109.5     $1,021.9        $568.3       $520.8
                                                                      ---------    ---------     ---------    --------- 
  
  COSTS AND EXPENSES
     Operating..................................................          486.5        450.7         243.7        225.4
     Selling, general and administrative........................          252.5        233.6         126.6        118.9
     Depreciation and amortization..............................          323.6        306.8         161.7        168.0
                                                                      ---------    ---------     ---------    --------- 
                                                                        1,062.6        991.1         532.0        512.3
                                                                      ---------    ---------     ---------    --------- 
  
  OPERATING INCOME..............................................           46.9         30.8          36.3          8.5
  
  OTHER (INCOME) EXPENSE
     Interest expense...........................................          107.9        119.9          54.4         63.2
     Interest expense on notes payable to affiliates............           27.3         12.4          14.4          3.3
     Investment income and other, net...........................           (3.9)        (2.0)         (1.6)        (2.0)
                                                                      ---------    ---------     ---------    --------- 
                                                                          131.3        130.3          67.2         64.5
                                                                      ---------    ---------     ---------    --------- 
  
  LOSS BEFORE INCOME TAX BENEFIT, MINORITY INTEREST AND
     EXTRAORDINARY ITEMS........................................          (84.4)       (99.5)        (30.9)       (56.0)
  
  INCOME TAX BENEFIT............................................          (20.7)       (23.5)         (6.3)       (14.2)
                                                                      ---------    ---------     ---------    --------- 
  
  LOSS BEFORE MINORITY INTEREST AND EXTRAORDINARY
     ITEMS......................................................          (63.7)       (76.0)        (24.6)       (41.8)
  
  MINORITY INTEREST.............................................           (9.5)       (10.2)         (4.3)        (5.2)
                                                                      ---------    ---------     ---------    --------- 
  
  LOSS BEFORE EXTRAORDINARY ITEMS...............................          (54.2)       (65.8)        (20.3)       (36.6)
  
  EXTRAORDINARY ITEMS...........................................                       (15.5)                     (15.5)
                                                                      ---------    ---------     ---------    --------- 
  
  NET LOSS......................................................          (54.2)       (81.3)        (20.3)       (52.1)
  
  ACCUMULATED DEFICIT
     Beginning of period........................................       (2,799.1)    (2,124.0)     (2,833.0)    (2,153.2)
     Elimination of outstanding notes receivable from affiliate
        through a non-cash dividend to parent...................                      (546.3)                    (546.3)
                                                                      ---------    ---------     ---------    --------- 
  
     End of period..............................................      ($2,853.3)   ($2,751.6)    ($2,853.3)   ($2,751.6)
                                                                      =========    =========     =========    =========
  See notes to condensed consolidated financial statements.
  
                                          3
  COMCAST CABLE COMMUNICATIONS, INC. AND SUBSIDIARIES
                                      FORM 10-Q
                             QUARTER ENDED JUNE 30, 1998
                   CONDENSED CONSOLIDATED STATEMENT OF CASH FLOWS
                                     (Unaudited)
  (Dollars in millions)
                                                                                               Six Months Ended June 30,
                                                                                             1998             1997
                                                                                             ----             ----
  OPERATING ACTIVITIES
     Net loss.....................................................................           ($54.2)           ($81.3)
     Adjustments to reconcile net loss to net cash provided
       by operating activities:
       Depreciation and amortization..............................................            323.6             306.8
       Non-cash interest expense..................................................              0.2               1.1
       Non-cash interest expense on notes payable to affiliates...................             27.3               1.2
       Deferred expenses charged by an affiliate..................................             63.8              54.6
       Loss on sale of investment.................................................                                1.6
       Extraordinary items........................................................                               15.5
       Minority interest..........................................................             (9.5)            (10.2)
       Deferred income tax benefit, due to affiliate..............................            (23.7)            (44.2)
       Other......................................................................             (0.1)
                                                                                           --------          -------- 
                                                                                              327.4             245.1
  
       Changes in working capital accounts........................................              1.6              11.9
                                                                                           --------          -------- 
  
             Net cash provided by operating activities............................            329.0             257.0
                                                                                           --------          -------- 
  
  FINANCING ACTIVITIES
     Proceeds from borrowings.....................................................            817.0           1,805.8
     Repayments of long-term debt.................................................           (712.7)         (1,937.7)
     Proceeds from notes payable to affiliates....................................             92.3             141.0
     Repayment of notes payable to affiliates.....................................                             (100.8)
     Net transactions with affiliates.............................................             (3.1)             56.2
     Deferred financing costs.....................................................             (0.7)            (15.2)
                                                                                           --------          -------- 
             Net cash provided by (used in) financing activities..................            192.8             (50.7)
                                                                                           --------          -------- 
  
  INVESTING ACTIVITIES
     Acquisitions, net of cash acquired...........................................           (219.4)             (7.1)
     Capital expenditures.........................................................           (293.7)           (251.5)
     Sale of short-term investments...............................................              0.1              21.2
     Decrease in cash held by an affiliate........................................             24.4              43.7
     Additions to deferred charges and other......................................            (20.9)             (6.8)
                                                                                           --------          -------- 
  
             Net cash used in investing activities................................           (509.5)           (200.5)
                                                                                           --------          -------- 
  
  INCREASE IN CASH AND CASH EQUIVALENTS...........................................             12.3               5.8
  
  CASH AND CASH EQUIVALENTS, beginning of period..................................             40.7              38.4
                                                                                           --------          -------- 
  
  CASH AND CASH EQUIVALENTS, end of period........................................            $53.0             $44.2
                                                                                           ========          ========
  See notes to condensed consolidated financial statements.
  
                                          4
  COMCAST CABLE COMMUNICATIONS, INC. AND SUBSIDIARIES
                                      FORM 10-Q
                             QUARTER ENDED JUNE 30, 1998
                NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
                                     (Unaudited)
  
  1.   CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
  
       Basis of Presentation
       The condensed  consolidated  balance sheet as of December 31, 1997 has been
       condensed from the audited  consolidated balance sheet as of that date. The
       condensed  consolidated  balance  sheet as of June 30, 1998,  the condensed
       consolidated  statement of operations and  accumulated  deficit for the six
       and  three  months  ended  June  30,  1998  and  1997  and  the   condensed
       consolidated statement of cash flows for the six months ended June 30, 1998
       and 1997 have been  prepared by Comcast  Cable  Communications,  Inc.  (the
       "Company") and have not been audited by the Company's independent auditors.
       In the opinion of management,  all  adjustments  (which include only normal
       recurring  adjustments) necessary to present fairly the financial position,
       results  of  operations  and cash  flows  as of June  30,  1998 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, 1997 Annual Report on Form 10-K filed with the  Securities and Exchange
       Commission.  The results of operations  for the periods ended June 30, 1998
       are not necessarily indicative of operating results for the full year.
  
       Reorganization
       On April 24, 1997, Comcast Corporation  ("Comcast"),  the Company's parent,
       completed  a  restructuring  of the legal  organization  of  certain of its
       subsidiaries (the "Reorganization").  The Reorganization involved Comcast's
       contribution  to the  Company  of  ownership  interests  in  certain of its
       consolidated  subsidiaries,  all of which  were under  Comcast's  direct or
       indirect control (the "Contributed  Subsidiaries").  The Reorganization has
       been  accounted  for  in a  manner  similar  to  a  pooling  of  interests.
       Accordingly,  the Company's condensed consolidated financial statements for
       the six and three  months  ended June 30, 1997  include the accounts of the
       Contributed Subsidiaries.
  
       In addition,  certain expenses directly related to the Company's operations
       which were  historically paid by Comcast on behalf of the Company have been
       reflected in the Company's condensed  consolidated  statement of operations
       and accumulated deficit for the six and three months ended June 30, 1997.
  
  2.   SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
  
       New Accounting Pronouncement
       In June 1998, the Financial  Accounting Standards Board issued Statement of
       Financial Accounting Standards ("SFAS") No. 133, "Accounting for Derivative
       Instruments  and Hedging  Activities."  This statement,  which  establishes
       accounting and reporting  standards for derivatives and hedging activities,
       is effective  for fiscal  years  beginning  after June 15,  1999.  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. The Company is currently  evaluating the impact the
       adoption of SFAS No. 133 will have on its financial position and results of
       operations.
  
       Reclassifications
       Certain  reclassifications  have  been  made to the  prior  year  condensed
       consolidated  financial statements to conform to those classifications used
       in 1998.
  
  3.   LONG-TERM DEBT
  
       Interest Rates
       As of June 30, 1998 and December 31, 1997, the Company's effective weighted
       average  interest  rate on its  long-term  debt  outstanding  was 7.93% and
       8.14%, respectively.
  
       Lines of Credit
       In March 1998, the revolving credit facility of a majority owned subsidiary
       of the  Company was amended to,  among other  things,  increase  borrowings
       available to the  subsidiary  from $750.0  million to $875.0 million and to
       defer
  
                                          5
  COMCAST CABLE COMMUNICATIONS, INC. AND SUBSIDIARIES
                                      FORM 10-Q
                             QUARTER ENDED JUNE 30, 1998
          NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS - CONTINUED
                                     (Unaudited)
  
       scheduled  maturities of long-term  debt.  Available  borrowings  under the
       subsidiary's  revolving  credit facility,  as amended,  reduce quarterly in
       installments beginning in 1999 through its final maturity in 2003.
  
       As of July 31, 1998,  certain  subsidiaries of the Company had unused lines
       of credit of $658.0 million.  The  availability and use of the unused lines
       of credit are  restricted by the  covenants of the related debt  agreements
       and to subsidiary general purposes and dividend declaration.
  
       Extraordinary Items
       In connection with the refinancing and redemption of certain  subsidiaries'
       indebtedness,  the Company expensed  unamortized debt acquisition costs and
       incurred  debt  extinguishment   costs  of  $23.9  million,   resulting  in
       extraordinary losses, net of tax, of $15.5 million during the six and three
       months ended June 30, 1997.
  
  4.   NOTES PAYABLE TO AFFILIATES
  
       In April 1998,  the Company issued a $20.0 million  principal  amount note,
       payable to a subsidiary of Comcast  which bears  interest at a rate of 8.5%
       and is due in 2007. In May 1998,  the Company  issued an  additional  $72.3
       million  principal  amount note,  payable to a subsidiary  of Comcast which
       bears interest at a rate of 8.5% and is due in 2007. Borrowings under these
       notes were used by the Company for debt  service  requirements  and general
       purposes.
  
       As of June 30, 1998 and December 31, 1997,  Notes  Payable  include  $762.9
       million and $670.6 million principal amount of Notes Payable to Comcast and
       certain of its wholly owned subsidiaries.  Notes payable to affiliates bear
       interest at rates ranging from 7.25% to 9.25% as of June 30, 1998 (weighted
       average  interest  rate of 7.80% and 7.71% as of June 30, 1998 and December
       31,  1997)  with  maturities  from 2002 to 2007.  The notes are  payable to
       Comcast and certain of its wholly owned subsidiaries.  The Company incurred
       $27.3 million,  $12.4  million,  $14.4 million and $3.3 million of interest
       expense on the notes  during the six and three  months  ended June 30, 1998
       and 1997,  respectively.  Accrued interest  relating to such notes of $51.9
       million and $24.6  million is included in notes payable to affiliates as of
       June 30, 1998 and December 31, 1997, respectively.
  
  5.   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 incentive payments based on the number of
       subscribers receiving the QVC channel. In addition, 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, 1998 and 1997,  the  Company's
       service income includes $4.5 million,  $4.0 million,  $2.0 million and $2.1
       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  (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 the
       Company's  subsidiaries  management  fees of $63.9 million,  $58.8 million,
       $32.7 million and $29.8 million  during the six and three months ended June
       30, 1998 and 1997,  respectively.  These  management  fees are  included in
       selling,  general and  administrative  expenses in the Company's  condensed
       consolidated  statement of operations and accumulated deficit.  Comcast has
       agreed to permit certain  subsidiaries of the Company to defer payment of a
       portion of these  expenses  with the deferred  portion  being  treated as a
       subordinated  long-term  liability due to affiliate  which will not be paid
       until the subsidiaries'  existing  long-term debt is retired.  In addition,
       payment of certain of these expenses has been deferred until the California
       Public Employees'  Retirement System  ("CalPERS") no longer has an interest
       in Comcast MHCP Holdings,  LLC (the "LLC"),  a majority owned subsidiary of
       the Company.  Management fees deferred during the six months ended June 30,
       1998 and 1997 were $2.7 million and $2.4  million,  respectively.  Deferred
       management  fees were $139.6 million and $136.9 million as of June 30, 1998
       and December 31, 1997, respectively.
  
                                          6
  COMCAST CABLE COMMUNICATIONS, INC. AND SUBSIDIARIES
                                      FORM 10-Q
                             QUARTER ENDED JUNE 30, 1998
          NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS - CONCLUDED
                                     (Unaudited)
  
       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
       $380.4  million,   $343.3  million,  $189.9  million  and  $171.9  million,
       including $320.8 million, $286.4 million, $159.9 million and $143.7 million
       of Programming Charges, during the six and three months ended June 30, 1998
       and 1997,  respectively.  The  Programming  Charges  include $24.5 million,
       $19.7  million,  $12.8 million and $10.5  million  during the six and three
       months ended June 30, 1998 and 1997, 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, 1998 and
       1997  were  $61.1  million  and  $52.2  million,   respectively.   Deferred
       Programming  Charges were $323.0  million and $261.9 million as of June 30,
       1998 and December 31, 1997, 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, 1998 and December 31,
       1997, $32.2 million and $56.6 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, 1998 and 1997,  the Company  recognized
       investment  income of $2.2  million,  $1.9  million,  $0.7 million and $0.8
       million, respectively, on cash held by CFAC.
  
  6.   STATEMENT OF CASH FLOWS-SUPPLEMENTAL INFORMATION
  
       The Company made cash payments for interest on its long-term debt of $104.4
       million, $112.7 million, $95.3 million and $58.0 million during the six and
       three months ended June 30, 1998 and 1997,  respectively.  The Company made
       cash  payments for  interest on the notes  payable to  affiliates  of $11.2
       million and $3.8 million during the six and three months June 30, 1997.
  
       The Company made cash payments for state income taxes of $4.1 million, $4.4
       million,  $3.6  million and $3.6  million  during the six and three  months
       ended June 30, 1998 and 1997, respectively.
  
  7.   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.
  
                                          7
  COMCAST CABLE COMMUNICATIONS, INC. AND SUBSIDIARIES
                                      FORM 10-Q
                             QUARTER ENDED JUNE 30, 1998
          NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS - CONCLUDED
                                     (Unaudited)
  
       The  Federal  Communications  Commission  and the  Company  entered  into a
       "social  contract" in which the Company has  committed to complete  certain
       system  upgrades and  improvements by March 1999 in return for which it was
       able,  after  December 31,  1997,  to move a limited  number of  previously
       regulated   programming   services  in  certain  cable   franchises  to  an
       unregulated new product tier.
  
       In June 1998,  the  Department  of Public  Utility  Control of the State of
       Connecticut  issued an Amended  Decision  resolving a dispute pending since
       1994 involving basic service rates and equipment and  installation  charges
       for  certain of the  Company's  cable  systems in the  State.  The  Amended
       Decision provides for refunds of approximately $1.8 million over a one-year
       period to subscribers and establishes maximum permitted basic service rates
       and equipment and installation charges through March 1999.
  
                                          8
  COMCAST CABLE COMMUNICATIONS, INC. AND SUBSIDIARIES
                                      FORM 10-Q
                             QUARTER ENDED JUNE 30, 1998
  
  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
  
  Summarized  consolidated financial information for Comcast Cable Communications,
  Inc. (the  "Company")  for the six and three months ended June 30, 1998 and 1997
  is as follows (dollars in millions, "NM" denotes percentage is not meaningful):
  Six Months Ended
                                                                          June 30,             Increase / (Decrease)
                                                                     1998         1997             $           %
  Service income............................................       $1,109.5     $1,021.9         $87.6        8.6%
  Operating, selling, general and administrative expenses...          739.0        684.3          54.7        8.0
                                                                   --------     --------         -----     
  Operating income before depreciation and
     amortization (1).......................................          370.5        337.6          32.9        9.7
  Depreciation and amortization.............................          323.6        306.8          16.8        5.5
                                                                   --------     --------         -----     
  Operating income..........................................           46.9         30.8          16.1       52.3
                                                                   --------     --------         -----     
  Interest expense..........................................          107.9        119.9         (12.0)     (10.0)
  Interest expense on notes payable to affiliates...........           27.3         12.4          14.9         NM
  Investment income and other, net..........................           (3.9)        (2.0)          1.9       95.0
  Income tax benefit........................................          (20.7)       (23.5)         (2.8)     (11.9)
  Minority interest.........................................           (9.5)       (10.2)         (0.7)      (6.9)
  Extraordinary items.......................................                       (15.5)        (15.5)        NM
                                                                   --------     --------         -----     
  Net loss..................................................         ($54.2)      ($81.3)       ($27.1)      33.3%
                                                                   ========     ========         =====      
  
                                                                      Three Months Ended
                                                                          June 30,              Increase / (Decrease)
                                                                     1998         1997             $           %
  
  Service income............................................         $568.3       $520.8         $47.5        9.1%
  Operating, selling, general and administrative expenses...          370.3        344.3          26.0        7.6
                                                                   --------     --------         -----     
  Operating income before depreciation and
     amortization (1).......................................          198.0        176.5          21.5       12.2
  Depreciation and amortization.............................          161.7        168.0          (6.3)      (3.8)
                                                                   --------     --------         -----     
  Operating income..........................................           36.3          8.5          27.8         NM
                                                                   --------     --------         -----     
  Interest expense..........................................           54.4         63.2          (8.8)     (13.9)
  Interest expense on notes payable to affiliates...........           14.4          3.3          11.1         NM
  Investment income and other, net..........................           (1.6)        (2.0)         (0.4)     (20.0)
  Income tax benefit........................................           (6.3)       (14.2)         (7.9)     (55.6)
  Minority interest.........................................           (4.3)        (5.2)         (0.9)     (17.3)
  Extraordinary items.......................................                       (15.5)        (15.5)        NM
                                                                   --------     --------         -----     
  Net loss..................................................         ($20.3)      ($52.1)       ($31.8)      61.0%
                                                                   ========     ========         =====      
  ------------
  (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 the Company's measure of operating cash
       flow may not 
  
                                          9
  COMCAST CABLE COMMUNICATIONS, INC. AND SUBSIDIARIES
                                      FORM 10-Q
                             QUARTER ENDED JUNE 30, 1998
  
       be comparable to similarly  titled measures of other  companies.  Operating
       cash flow does not purport to represent  net income or net cash provided by
       operating  activities,  as those terms are defined under generally accepted
       accounting  principles,  and should not be considered as an  alternative to
       such measurements as an indicator of the Company's performance.
  
  Of the  respective  $87.6 million and $47.5 million  increases in service income
  for the six  and  three  month  periods  from  1997 to  1998,  $9.9  million  is
  attributable to the effects of the acquisitions of cable communications systems,
  $17.1  million and $8.6 million are  attributable  to subscriber  growth,  $50.2
  million  and $25.9  million  relate to changes in rates,  $9.3  million and $5.4
  million are attributable to growth in cable  advertising sales and the remaining
  changes relate to other product offerings.
  
  Of the  respective  $54.7  million and $26.0  million  increases  in  operating,
  selling, general and administrative expenses for the six and three month periods
  from  1997  to  1998,  $6.6  million  is  attributable  to  the  effects  of the
  acquisitions of cable communication systems, $31.0 million and $13.2 million are
  attributable  to  increases  in the  costs of cable  programming  as a result of
  changes in rates,  subscriber  growth and  additional  channel  offerings,  $3.6
  million and $1.6 million are  attributable  to growth in  advertising  sales and
  $13.5 million and $4.6 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 Company's cost of cable  programming  will increase in the
  future as cable  programming  rates  increase  and  additional  sources of cable
  programming become available.
  
  Comcast Corporation ("Comcast"), the Company's parent, 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 incentive payments
  based on the number of subscribers  receiving the QVC channel. In addition,  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, 1998 and 1997,  the
  Company's service income includes $4.5 million,  $4.0 million,  $2.0 million and
  $2.1 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  (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 the Company's  subsidiaries  management fees of $63.9
  million, $58.8 million, $32.7 million and $29.8 million during the six and three
  months ended June 30, 1998 and 1997,  respectively.  These  management  fees are
  included  in  selling,  general and  administrative  expenses  in the  Company's
  condensed consolidated statement of operations and accumulated deficit.
  
  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 $380.4 million,  $343.3  million,  $189.9 million and
  $171.9 million,  including  $320.8 million,  $286.4 million,  $159.9 million and
  $143.7  million of  Programming  Charges,  during the six and three months ended
  June 30, 1998 and 1997,  respectively.  The  Programming  Charges  include $24.5
  million, $19.7 million, $12.8 million and $10.5 million during the six and three
  months  ended June 30,  1998 and 1997,  respectively,  relating  to  programming
  purchased by the Company, through Comcast, from suppliers in which Comcast holds
  an equity interest.
  
                                         10
  COMCAST CABLE COMMUNICATIONS, INC. AND SUBSIDIARIES
                                      FORM 10-Q
                             QUARTER ENDED JUNE 30, 1998
  
  The $16.8 million increase in depreciation and amortization  expense for the six
  month  period  from 1997 to 1998 is  primarily  attributable  to the  effects of
  capital  expenditures and increased losses on asset disposals in connection with
  the Company's cable system rebuild activities.
  
  The $6.3 million decrease in depreciation and amortization expense for the three
  month period from 1997 to 1998 is primarily  attributable  to the effects of the
  final  purchase  price  allocation  during the three  months ended June 30, 1997
  relating to the November 1996 acquisition of the cable television  operations of
  The E.W. Scripps Company.
  
  The respective $12.0 million and $8.8 million  decreases in interest expense for
  the six and three month periods from 1997 to 1998 are primarily  attributable to
  reduced  levels of debt  outstanding  offset,  in part,  by an  increase  in the
  Company's weighted average interest rate. The Company  anticipates that, for the
  foreseeable  future,  interest expense will be a significant cost to the Company
  and will have a significant  adverse effect on the Company's  ability to realize
  net  earnings.  The  Company  believes  it will  continue to be able to meet its
  obligations  through  its  ability  both to  generate  operating  income  before
  depreciation and amortization and to obtain external financing.
  
  The respective $14.9 million and $11.1 million  increases in interest expense on
  notes  payable to  affiliates  for the six and three month  periods from 1997 to
  1998  are  primarily   attributable   to  increases  in  the  balance  of  notes
  outstanding.
  
  As a result of the signficant  levels of depreciation and  amortization  expense
  and interest expense, it is expected that the Company will continue to recognize
  significant losses for the foreseeable future.
  
  The respective $2.8 million and $7.9 million decreases in income tax benefit for
  the six and three month periods from 1997 to 1998 are primarily  attributable to
  decreases in the Company's loss before income tax benefit, minority interest and
  extraordinary items.
  
  In connection  with the  refinancing  and  redemption  of certain  subsidiaries'
  indebtedness,  the  Company  expensed  unamortized  debt  acquisition  costs and
  incurred debt extinguishment costs of $23.9 million,  resulting in extraordinary
  losses,  net of tax, of $15.5 million during the six and three months ended June
  30, 1997.
  
  For the six and  three  months  ended  June 30,  1998 and  1997,  the  Company's
  earnings  before  extraordinary  items,  income tax  benefit  and fixed  charges
  (interest  expense and interest  expense on notes  payable to  affiliates)  were
  $60.3  million,  $43.0 million,  $42.2 million and $15.7 million,  respectively.
  Such earnings  were not adequate to cover the Company's  fixed charges of $135.2
  million,  $132.3 million,  $68.8 million and $66.5 million for the six and three
  months ended June 30, 1998 and 1997,  respectively.  The Company's fixed charges
  include non-cash interest expense of $27.5 million, $2.3 million,  $14.5 million
  and $0.1  million  for the six and three  months  ended June 30,  1998 and 1997,
  respectively.  The  inadequacy  of these  earnings  to cover  fixed  charges  is
  primarily  due  to  the  substantial   non-cash  charges  for  depreciation  and
  amortization expense.
  
  The Company  believes that its losses and  inadequacy of earnings to cover fixed
  charges will not  significantly  affect the  performance of its normal  business
  activities   because  of  its  existing  cash,  cash   equivalents,   short-term
  investments  and cash held by an  affiliate,  its ability to generate  operating
  income before  depreciation  and amortization and its ability to obtain external
  financing.
  
  The  Company  believes  that  its  operations  are not  materially  affected  by
  inflation.
  
                                         11
  COMCAST CABLE COMMUNICATIONS, INC. AND SUBSIDIARIES
                                      FORM 10-Q
                             QUARTER ENDED JUNE 30, 1998
  
  PART II.          OTHER INFORMATION
  
  ITEM 1.           LEGAL PROCEEDINGS
  
       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.
  
  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 - none.
  
                                         12
  COMCAST CABLE COMMUNICATIONS, INC. AND SUBSIDIARIES
                                      FORM 10-Q
                             QUARTER ENDED JUNE 30, 1998
  
                                      SIGNATURE
  
           Pursuant to the  requirements  of the  Securities  and  Exchange Act of
  1934,  the  Registrant has duly caused this report to be signed on its behalf by
  the undersigned thereunto duly authorized.
  
                                        COMCAST CABLE COMMUNICATIONS, INC.
  
                                        /S/ LAWRENCE S. SMITH
                                        Lawrence S. Smith
                                        Executive Vice President
                                        (Principal Accounting Officer)
  
  Date: August 14, 1998
  
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