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, 1996
                                         OR
  ( )  Transition  Report  pursuant  to Section  13 or 15(d) of the  Securities
       Exchange Act of 1934
       for the Transition Period from ________ to ________.
  
                            Commission File Number 0-6983
  
  
                                COMCAST CORPORATION
  
                              [GRAPHIC OMITTED - LOGO]
  
               (Exact name of registrant as specified in its charter)
  
              PENNSYLVANIA                                 23-1709202
  
     (State or other jurisdiction of                    (I.R.S. Employer
      incorporation or organization)                   Identification No.)
  
                   1500 Market Street, Philadelphia, PA 19102-2148
  
                      (Address of principal executive offices)
                                     (Zip Code)
  
  Registrant's telephone number, including area code:  (215) 665-1700
  
  Indicate by check mark whether the registrant (1) has filed all reports required
  to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during
  the preceding  twelve months (or for such shorter period that the registrant was
  required to file such  reports),  and (2) has been subject to such  requirements
  for the past 90 days.
  
           Yes  __X__                                         No ____
                             --------------------------
  
  As of June 30, 1996,  there were  190,199,646  shares of Class A Special  Common
  Stock, 34,388,885 shares of Class A Common Stock and 8,786,250 shares of Class B
  Common Stock outstanding.
  
  
  <PAGE>
                        COMCAST CORPORATION AND SUBSIDIARIES
                                      FORM 10-Q
                             QUARTER ENDED JUNE 30, 1996
  
                                  TABLE OF CONTENTS
  
  
  
  
                                                                             Page
                                                                            Number
  
  PART I.   FINANCIAL INFORMATION
  
            Item 1.   Financial Statements
  
                      Condensed Consolidated Balance
                      Sheet as of June 30, 1996 and December 31,
                      1995 (Unaudited).........................................2
  
                      Condensed Consolidated Statement of
                      Operations and Accumulated Deficit for
                      the Six and Three Months Ended June 30,
                      1996 and 1995 (Unaudited)................................3
  
                      Condensed Consolidated Statement of Cash
                      Flows for the Six Months Ended June 30,
                      1996 and 1995 (Unaudited)................................4
  
                      Notes to Condensed Consolidated
                      Financial Statements (Unaudited)....................5 - 12
  
            Item 2.   Management's Discussion and Analysis
                      of Financial Condition and Results of
                      Operations.........................................13 - 22
  
  PART II.  OTHER INFORMATION
  
            Item 1.   Legal Proceedings ......................................23
  
            Item 4.   Submission of Matters to a Vote of Security
                      Holders............................................23 - 24
  
            Item 6.   Exhibits and Reports on Form 8-K ..................24 - 25
  
                         -----------------------------------
  
  The Private  Securities  Litigation  Reform Act of 1995 provides a "safe harbor"
  for forward-looking  statements.  Certain information included in this Quarterly
  Report is  forward-looking,  such as  information  relating  to  future  capital
  commitments and the effects of  competition.  Such  forward-looking  information
  involves  important  risks and  uncertainties  that could  significantly  affect
  expected  results in the  future  from those  expressed  in any  forward-looking
  statements made by, or on behalf of, the Company.  These risks and uncertainties
  include, but are not limited to, uncertainties  relating to economic conditions,
  acquisitions and divestitures,  government and regulatory policies,  the pricing
  and   availability  of  equipment,   materials,   inventories  and  programming,
  technological  developments and changes in the competitive  environment in which
  the Company operates.
  
  
  
  <PAGE>
                        COMCAST CORPORATION AND SUBSIDIARIES
                                      FORM 10-Q
                             QUARTER ENDED JUNE 30, 1996
  
  PART I.   FINANCIAL INFORMATION
  ITEM 1.   FINANCIAL STATEMENTS
  
                        CONDENSED CONSOLIDATED BALANCE SHEET
                                     (Unaudited)
  <TABLE>
  <CAPTION>
                                                                                        (Dollars in thousands)
                                                                                   June 30,          December 31,
                                                                                     1996                1995
  <S>                                                                          <C>                 <C>        
  ASSETS
  CURRENT ASSETS
     Cash and cash equivalents ..........................................        $   407,664         $   539,061
     Short-term investments, at cost which approximates fair value ......            133,926             370,982
     Accounts receivable, less allowance for doubtful accounts
       of $78,450 and $81,273 ...........................................            340,006             390,698
     Inventories, net ...................................................            243,120             243,447
     Prepaid charges and other ..........................................             54,441              49,671
     Deferred income taxes ..............................................             63,912              59,799
                                                                                 -----------         -----------
         Total current assets ...........................................          1,243,069           1,653,658
                                                                                 -----------         -----------
  INVESTMENTS, principally in affiliates ................................          1,135,104             906,383
                                                                                 -----------         -----------
  PROPERTY AND EQUIPMENT ................................................          2,989,329           2,575,633
     Accumulated depreciation ...........................................         (1,031,743)           (932,031)
                                                                                 -----------         -----------
     Property and equipment, net ........................................          1,957,586           1,643,602
                                                                                 -----------         -----------
  
  DEFERRED CHARGES ......................................................          6,640,735           6,552,437
     Accumulated amortization ...........................................         (1,352,921)         (1,175,772)
                                                                                 -----------         -----------
     Deferred charges, net ..............................................          5,287,814           5,376,665
                                                                                 -----------         -----------
                                                                                 $ 9,623,573         $ 9,580,308
                                                                                 ===========         ===========
  LIABILITIES AND STOCKHOLDERS' DEFICIENCY
  CURRENT LIABILITIES
     Accounts payable and accrued expenses ..............................        $   816,951         $   963,991
     Accrued interest ...................................................             78,731              72,675
     Current portion of long-term debt ..................................            143,379              85,403
                                                                                 -----------         -----------
         Total current liabilities ......................................          1,039,061           1,122,069
                                                                                 -----------         -----------
  
  LONG-TERM DEBT, less current portion ..................................          7,120,289           6,943,766
                                                                                 -----------         -----------
  
  DEFERRED INCOME TAXES .................................................          1,515,538           1,517,995
                                                                                 -----------         -----------
  
  MINORITY INTEREST AND OTHER ...........................................            834,337             772,004
                                                                                 -----------         -----------
  
  COMMITMENTS AND CONTINGENCIES
  
  COMMON EQUITY PUT OPTIONS .............................................             69,625              52,125
                                                                                 -----------         -----------
  STOCKHOLDERS' DEFICIENCY
     Class A special common stock, $1 par value - authorized, 500,000,000
       shares;  issued, 190,199,646 and 192,844,814 .....................            190,200             192,845
     Class A common stock, $1 par value - authorized, 200,000,000
       shares;  issued, 34,388,885 and 37,706,517 .......................             34,389              37,707
     Class B common stock, $1 par value - authorized, 50,000,000
       shares;  issued, 8,786,250 .......................................              8,786               8,786
     Additional capital .................................................            818,046             843,113
     Accumulated deficit ................................................         (2,030,633)         (1,914,292)
     Unrealized gains on marketable securities ..........................             42,080              22,210
     Cumulative translation adjustments .................................            (18,145)            (18,020)
                                                                                 -----------         -----------
         Total stockholders' deficiency .................................           (955,277)           (827,651)
                                                                                 -----------         -----------
                                                                                 $ 9,623,573         $ 9,580,308
                                                                                 ===========         ===========
  </TABLE>
  See notes to condensed consolidated financial statements.
  
                                          2
  <PAGE>
                        COMCAST CORPORATION AND SUBSIDIARIES
                                      FORM 10-Q
                             QUARTER ENDED JUNE 30, 1996
       CONDENSED CONSOLIDATED STATEMENT OF OPERATIONS AND ACCUMULATED DEFICIT
                                     (Unaudited)
  
  <TABLE>
  <CAPTION>
                                                                                 (Amounts in thousands, except per share data)
                                                                              Six Months Ended                Three Months Ended
                                                                                   June 30,                         June 30,
                                                                             1996            1995             1996            1995
  <S>                                                                  <C>             <C>             <C>             <C>        
  REVENUES
     Service income .................................................    $ 1,040,460     $   902,752     $   539,794     $   466,165
     Net sales from electronic retailing ............................        855,846         584,426         405,768         357,407
                                                                         -----------     -----------     -----------     -----------
                                                                           1,896,306       1,487,178         945,562         823,572
                                                                         -----------     -----------     -----------     -----------
  
  COSTS AND EXPENSES
     Operating ......................................................        453,473         367,357         223,710         195,890
     Cost of goods sold from electronic retailing ...................        512,380         350,246         242,234         212,172
     Selling, general and administrative ............................        364,256         289,145         183,544         154,686
     Depreciation and amortization ..................................        324,272         387,043         167,399         143,566
                                                                         -----------     -----------     -----------     -----------
                                                                           1,654,381       1,393,791         816,887         706,314
                                                                         -----------     -----------     -----------     -----------
  
  OPERATING INCOME ..................................................        241,925          93,387         128,675         117,258
  
  INVESTMENT (INCOME) EXPENSE
     Interest expense ...............................................        267,993         250,551         133,179         132,964
     Investment income ..............................................        (47,491)       (157,580)        (28,846)         (4,756)
     Equity in net losses of affiliates .............................         60,321          37,906          25,819          21,489
     Gain from equity offering of affiliate .........................        (40,638)                        (40,638)
     Other ..........................................................         22,966             368          11,577             658
                                                                         -----------     -----------     -----------     -----------
                                                                             263,151         131,245         101,091         150,355
                                                                         -----------     -----------     -----------     -----------
  
  (LOSS) INCOME BEFORE INCOME TAX EXPENSE, MINORITY
     INTEREST AND EXTRAORDINARY ITEM ................................        (21,226)        (37,858)         27,584         (33,097)
  
  INCOME TAX EXPENSE ................................................         24,612          14,035          23,748          10,100
                                                                         -----------     -----------     -----------     -----------
  
  (LOSS) INCOME BEFORE MINORITY INTEREST AND
     EXTRAORDINARY ITEM .............................................        (45,838)        (51,893)          3,836         (43,197)
  
  MINORITY INTEREST .................................................        (29,094)        (21,971)        (14,024)        (13,903)
                                                                         -----------     -----------     -----------     -----------
  
  (LOSS) INCOME BEFORE EXTRAORDINARY ITEM ...........................        (16,744)        (29,922)         17,860         (29,294)
  
  EXTRAORDINARY ITEM ................................................          1,013                           1,013
                                                                         -----------     -----------     -----------     -----------
  
  NET (LOSS) INCOME .................................................        (17,757)        (29,922)         16,847         (29,294)
  
  ACCUMULATED DEFICIT
     Beginning of period ............................................     (1,914,292)     (1,827,647)     (1,997,138)     (1,833,858)
     Dividends declared - $.0467, $.0467, $.0233 and $.0233 per share        (11,054)        (11,169)         (5,474)         (5,586)
     Retirement of common stock .....................................        (87,530)                        (44,868)
                                                                         -----------     -----------     -----------     -----------
  
     End of period ..................................................    ($2,030,633)    ($1,868,738)    ($2,030,633)    ($1,868,738)
                                                                         ===========     ===========     ===========     =========== 
  
  (LOSS) INCOME PER SHARE
     (Loss) income before extraordinary item ........................    ($      .07)    ($      .12)    $       .07     ($      .12)
     Extraordinary item..............................................
                                                                         -----------     -----------     -----------     -----------
          Net (loss) income .........................................    ($      .07)    ($      .12)    $       .07     ($      .12)
                                                                         ===========     ===========     ===========     =========== 
  
  WEIGHTED AVERAGE NUMBER OF COMMON SHARES
    OUTSTANDING DURING THE PERIOD ...................................        237,624         239,541         235,827         239,674
                                                                         ===========     ===========     ===========     =========== 
  </TABLE>
  See notes to condensed consolidated financial statements.
  
                                          3
  <PAGE>
                        COMCAST CORPORATION AND SUBSIDIARIES
                                      FORM 10-Q
                             QUARTER ENDED JUNE 30, 1996
                   CONDENSED CONSOLIDATED STATEMENT OF CASH FLOWS
                                     (Unaudited)
  <TABLE>
  <CAPTION>
                                                                            (Dollars in thousands)
                                                                          Six  Months Ended June 30,
                                                                           1996               1995
  <S>                                                               <C>                 <C>         
  OPERATING ACTIVITIES
     Net loss ................................................        ($   17,757)        ($   29,922)
     Adjustments to reconcile net loss to net cash provided
      by operating activities:
       Depreciation and amortization .........................            324,272             387,043
       Non-cash interest expense, net ........................             32,208              27,360
       Equity in net losses of affiliates ....................             60,321              37,906
       Gains on long-term investments, net ...................            (16,301)           (140,968)
       Gain from equity offering of affiliate ................            (40,638)
       Minority interest .....................................            (29,094)            (21,971)
       Extraordinary item ....................................              1,013
       Deferred income taxes and other .......................             12,211                 675
                                                                      -----------         ----------- 
                                                                          326,235             260,123
  
       Decrease in accounts receivable, net ..................             55,198              26,662
       Decrease (increase) in inventories, net ...............                327             (10,889)
       Decrease (increase) in prepaid charges and other ......                666             (12,348)
       Decrease in accounts payable and accrued expenses .....            (99,293)            (69,778)
       Increase in accrued interest ..........................              6,038              13,069
                                                                      -----------         ----------- 
  
           Net cash provided by operating activities .........            289,171             206,839
                                                                      -----------         ----------- 
  
  FINANCING ACTIVITIES
     Proceeds from borrowings ................................            558,366           2,018,977
     Retirement and repayment of debt ........................           (478,293)           (194,378)
     (Repurchases) issuances of common stock, net ............           (107,022)              1,413
     Equity contribution to a subsidiary .....................                                  6,556
     Dividends ...............................................            (11,054)            (11,169)
     Other ...................................................             (4,809)              1,488
                                                                      -----------         ----------- 
  
           Net cash (used in) provided by financing activities            (42,812)          1,822,887
                                                                      -----------         ----------- 
  
  INVESTING ACTIVITIES
     Acquisitions, net of cash acquired ......................            (46,494)         (1,369,073)
     Proceeds from sales of short-term investments, net ......            237,056              48,331
     Investments, principally in affiliates ..................           (357,421)           (431,525)
     Proceeds from sales of long-term investments ............             91,400             188,096
     Additions to property and equipment .....................           (278,905)           (338,960)
     Other ...................................................            (23,392)            (14,026)
                                                                      -----------         ----------- 
  
           Net cash used in investing activities .............           (377,756)         (1,917,157)
                                                                      -----------         ----------- 
  
  (DECREASE) INCREASE IN CASH AND CASH EQUIVALENTS ...........           (131,397)            112,569
  
  CASH AND CASH EQUIVALENTS, beginning of period .............            539,061             335,320
                                                                      -----------         ----------- 
  
  CASH AND CASH EQUIVALENTS, end of period ...................        $   407,664         $   447,889
                                                                      ===========         ===========
  </TABLE>
  
  See notes to condensed consolidated financial statements.
  
                                          4
  <PAGE>
                        COMCAST CORPORATION AND SUBSIDIARIES
                                      FORM 10-Q
                             QUARTER ENDED JUNE 30, 1996
                NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
                                     (Unaudited)
  
  1.   CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
  
       Basis of Presentation
       The condensed  consolidated  balance sheet as of December 31, 1995 has been
       condensed  from the audited  balance  sheet as of that date.  The condensed
       consolidated balance sheet as of June 30, 1996, the condensed  consolidated
       statement  of  operations  and  accumulated  deficit  for the six and three
       months  ended  June  30,  1996  and  1995  and the  condensed  consolidated
       statement  of cash  flows for the six months  ended June 30,  1996 and 1995
       have been prepared by Comcast Corporation (the "Company") and have not been
       audited  by  the  Company's   independent   auditors.  In  the  opinion  of
       management,   all   adjustments   (which  include  only  normal   recurring
       adjustments) necessary to present fairly the financial position, results of
       operations and cash flows as of June 30, 1996 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, 1995 Annual Report on Form 10-K filed with the  Securities and Exchange
       Commission.  The results of operations  for the periods ended June 30, 1996
       are not necessarily indicative of operating results for the full year.
  
  2.   SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
  
       New Accounting Pronouncement
       Effective  January 1, 1996,  the Company  adopted  Statement  of  Financial
       Accounting   Standards  ("SFAS")  No.  123,   "Accounting  for  Stock-Based
       Compensation."  The  Company  has  elected  to  continue  to  measure  such
       compensation  expense using the method prescribed by Accounting  Principles
       Board  Opinion  No. 25,  "Accounting  for Stock  Issued to  Employees,"  as
       permitted by SFAS No. 123. Accordingly, there was no impact of the adoption
       of  SFAS  No.  123  on the  Company's  financial  position  or  results  of
       operations.
  
       Net (Loss) Income Per Share
       Net (loss)  income  per share is based on the  weighted  average  number of
       common shares  outstanding during the period. For the six months ended June
       30,  1996  and for the six and  three  months  ended  June  30,  1995,  the
       Company's common stock equivalents have an antidilutive  effect on net loss
       per  share  and,  therefore,  have not been used in  determining  the total
       weighted average number of common shares outstanding.
  
       For the three months ended June 30, 1996,  the  Company's  shares which are
       issuable upon conversion of its convertible debentures and upon exercise of
       the its  outstanding  common  equity put options have not been  included as
       common  stock  equivalents,  since  inclusion of these shares would have an
       antidilutive  effect on net income per share. The Company's dilutive common
       stock  equivalents,  consisting  solely of shares  issuable  under employee
       stock  programs,  did not  have  any  impact  on net  income  per  share as
       presented in the Company's condensed  consolidated  statement of operations
       and accumulated  deficit.  Therefore,  primary and fully diluted net income
       per share have not been presented  herein.  For the three months ended June
       30, 1996, the primary and fully diluted  weighted  average number of common
       shares and common share equivalents outstanding was 241.0 million and 241.3
       million, respectively.
  
       Reclassifications
       Certain  reclassifications  have  been  made to the  prior  year  condensed
       consolidated  financial statements to conform to those classifications used
       in 1996.
  
                                          5
  <PAGE>
                        COMCAST CORPORATION AND SUBSIDIARIES
                                      FORM 10-Q
                             QUARTER ENDED JUNE 30, 1996
          NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS - CONTINUED
                                     (Unaudited)
  
  3.   ACQUISITIONS AND OTHER SIGNIFICANT EVENTS
  
       Regional Sports Venture
       On July 17,  1996,  the Company  completed  its  acquisition  (the  "Sports
       Venture   Acquisition")  of  an  interest  of  approximately   66%  in  the
       Philadelphia Flyers Limited Partnership, a Pennsylvania limited partnership
       ("PFLP"),  the assets of which,  after giving effect to the Sports  Venture
       Acquisition,  consist of (i) the National  Basketball  Association  ("NBA")
       franchise to own and operate the  Philadelphia  76ers  basketball  team and
       related  assets (the  "Sixers"),  (ii) the National  Hockey League  ("NHL")
       franchise  to own and  operate  the  Philadelphia  Flyers  hockey  team and
       related assets, and (iii) two adjacent arenas,  leasehold  interests in and
       development  rights  related  to the land  underlying  the arenas and other
       adjacent   parcels   of  land   located   in   Philadelphia,   Pennsylvania
       (collectively,  the "Arenas"). Concurrent with the completion of the Sports
       Venture  Acquisition,  PFLP was renamed Comcast  Spectacor,  L.P. ("Comcast
       Spectacor").
  
       The Sports Venture  Acquisition  was completed in two steps. In April 1996,
       the Company  purchased  the Sixers for $125.0  million in cash plus assumed
       net  liabilities  of  approximately  $11.0  million  through a  partnership
       controlled by the Company. To complete the Sports Venture  Acquisition,  in
       July 1996, the Company  contributed  its interest in the Sixers,  exchanged
       approximately  3.5 million  shares of the Company's  Class A Special Common
       Stock  (the  "Class A  Special  Common  Stock")  and  6,370  shares  of the
       Company's  newly  issued  5%  Series A  Convertible  Preferred  Stock  (the
       "Preferred  Stock"),  which is convertible into  approximately  1.3 million
       shares of Class A Special  Common  Stock  (subject  to  certain  conversion
       adjustments)  and paid $15.0  million in cash for its  current  interest in
       Comcast  Spectacor.  The remaining interest of approximately 34% in Comcast
       Spectacor is owned by a group, including the former majority owner of PFLP,
       who also manages Comcast  Spectacor.  In connection with the Sports Venture
       Acquisition, Comcast Spectacor assumed the outstanding liabilities relating
       to  the  Sixers  and  the  Arenas,   including  a  mortgage  obligation  of
       approximately  $155.0 million. The Company will account for its interest in
       Comcast Spectacor under the equity method.
  
       Sprint Spectrum
       Effective  as of  January  1996,  the  Company,  Tele-Communications,  Inc.
       ("TCI"),   Cox   Communications,   Inc.  ("Cox")  and  Sprint   Corporation
       (collectively,  the  "Parents"),  and certain  subsidiaries of the Parents,
       entered into a series of agreements relating to their previously  announced
       joint venture (March 1995) to engage in the communications  business. Under
       an Amended and Restated Agreement of Limited  Partnership of MajorCo,  L.P.
       (known as "Sprint  Spectrum"),  the business of Sprint Spectrum will be the
       provision of wireless  telecommunications services and will not include the
       previously  authorized business of providing local wireline  communications
       services to residences  and  businesses.  A partnership  owned  entirely by
       subsidiaries  of the  Company  owns 15% of  Sprint  Spectrum.  The  Company
       accounts for its investment in Sprint Spectrum under the equity method (see
       Note 4).
  
       Scripps Cable
       In October 1995,  the Company  announced its agreement to acquire the cable
       television  operations ("Scripps Cable") of The E.W. Scripps Company ("E.W.
       Scripps") in exchange for shares of the  Company's  Class A Special  Common
       Stock worth $1.575  billion,  subject to certain closing  adjustments  (the
       "Scripps Transaction"). For purposes of determining the number of shares of
       Class A Special  Common Stock to be  delivered in the Scripps  Transaction,
       such stock will be valued on the basis of the average  closing price of the
       Class A Special Common Stock on The Nasdaq Stock Market for 15 trading days
       randomly  selected from the 40 trading day period ending shortly before the
       closing date (the "Comcast Share  Price");  provided that the Comcast Share
       Price will be no greater than $23.09 and, except as provided below, no less
       than $17.06.  If the Comcast Share Price is below $17.06,  E.W. Scripps has
       the right to terminate the  agreement,  subject to the right of the Company
       to  increase  the  number of shares of Class A Special  Common  Stock to be
       delivered  in the Scripps  Transaction  to that number of shares that would
       have been  delivered  if the  Comcast  Share  Price were not subject to the
       minimum  price of $17.06.
  
                                          6
  <PAGE>
                        COMCAST CORPORATION AND SUBSIDIARIES
                                      FORM 10-Q
                             QUARTER ENDED JUNE 30, 1996
          NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS - CONTINUED
                                     (Unaudited)
  
       Scripps  Cable  passes  more than 1.2  million  homes and serves  more than
       800,000   subscribers,   with  over  60%  of  its  subscribers  located  in
       Sacramento,  California  and  Chattanooga  and  Knoxville,  Tennessee.  The
       Scripps  Transaction  is expected  to close in the fourth  quarter of 1996,
       subject  to  shareholder   and   regulatory   approval  and  certain  other
       conditions.
  
       Share Repurchase Program
       Concurrent with the  announcement of the Scripps  Transaction,  the Company
       announced  that  its  Board of  Directors  authorized  a market  repurchase
       program  (the  "Repurchase  Program")  pursuant  to which the  Company  may
       purchase,  at such times and on such terms as it deems  appropriate,  up to
       $500.0  million  of  its  outstanding  common  stock,  subject  to  certain
       restrictions and market conditions. Pursuant to the Repurchase Program, the
       Company  has   repurchased   shares  of  its  common  stock  for  aggregate
       consideration  of $185.8 million  through July 31, 1996,  including  $116.6
       million and $59.9  million  during the six and three  months ended June 30,
       1996, respectively.
  
       As part of the Repurchase Program,  the Company has sold put options on 4.0
       million  shares of its Class A Special  Common Stock through July 31, 1996,
       including  put  options on 1.0  million of such  shares sold during the six
       months  ended June 30,  1996.  The put options give the holder the right to
       require  the  Company to  repurchase  such  shares at  specified  prices on
       specific dates. In May 1996, the Company  extended the original May through
       July 1996  maturities of the put options to October  through  December 1996
       and received $1.1 million in connection with the extensions. Total proceeds
       of $4.6 million from the sale and subsequent extension of these put options
       were  credited  to  additional  capital.  The amount the  Company  would be
       obligated to pay to repurchase  such shares if all  outstanding put options
       were  exercised,  totaling  $69.6  million,  has  been  reclassified  to  a
       temporary equity account in the Company's  condensed  consolidated  balance
       sheet as of June 30, 1996.
  
       Cellular Rebuild
       In 1995, the Company's  cellular division  purchased  approximately  $172.0
       million of switching and cell site  equipment  which  replaced the existing
       switching and cell site  equipment (the  "Cellular  Rebuild").  The Company
       substantially  completed the Cellular Rebuild during 1995. During the first
       quarter  of 1995,  the  Company  charged  approximately  $110.0  million to
       depreciation  expense which represented the difference between the net book
       value of the equipment  replaced and the residual  value  realized upon its
       disposal.
  
       QVC
       In February 1995, the Company and TCI acquired all of the outstanding stock
       of QVC,  Inc. and its  subsidiaries  ("QVC") not  previously  owned by them
       (approximately  65% of such  shares on a fully  diluted  basis) for $46, in
       cash,  per share  (the "QVC  Acquisition"),  representing  a total  cost of
       approximately $1.4 billion. The QVC Acquisition,  including the exercise of
       certain warrants held by the Company,  was financed with cash contributions
       from the Company and TCI of $296.3 million and $6.6 million,  respectively,
       borrowings  of $1.1 billion  under a $1.2  billion QVC credit  facility and
       existing cash and cash equivalents held by QVC.  Following the acquisition,
       the Company and TCI own, through their respective subsidiaries,  57.45% and
       42.55%,  respectively,  of  QVC.  The  Company  has  accounted  for the QVC
       Acquisition  under the purchase  method and QVC was  consolidated  with the
       Company effective February 1, 1995.
  
                                          7
  <PAGE>
                        COMCAST CORPORATION AND SUBSIDIARIES
                                      FORM 10-Q
                             QUARTER ENDED JUNE 30, 1996
          NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS - CONTINUED
                                     (Unaudited)
  
       Pro Forma Results
       The following pro forma  information for the six months ended June 30, 1995
       has been presented as if the QVC  Acquisition  occurred on January 1, 1995.
       This  unaudited pro forma  information  is based on  historical  results of
       operations,   adjusted  for  acquisition  costs,  and  is  not  necessarily
       indicative of what the results would have been had the Company operated QVC
       since such date.
  
  <TABLE>
  <CAPTION>
                                                      (Dollars in millions, except per share data)
                                                                   Six Months Ended
                                                                   June 30, 1995 (1)
              <S>                                                  <C>     
                Revenues.......................................       $1,617.6
  
                Net loss.......................................          (34.9)
  
                Net loss per share.............................           (.15)
  <FN>
       (1)  Effective  April 1,  1995,  QVC  commenced  consolidating  its  United
            Kingdom ("UK")  operations.  Pro forma revenues presented above do not
            reflect  revenues  relating to QVC's UK  operations  prior to April 1,
            1995.
  </FN>
  </TABLE>
  
                                          8
  <PAGE>
                        COMCAST CORPORATION AND SUBSIDIARIES
                                      FORM 10-Q
                             QUARTER ENDED JUNE 30, 1996
          NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS - CONTINUED
                                     (Unaudited)
  
  4.   INVESTMENTS
  
       Investments - Equity Method
       Summarized  financial  information  for  equity  method  investments  is as
       follows (dollars in thousands):
  <TABLE>
  <CAPTION>
     Six Months Ended June 30, 1996:                      Sprint Spectrum (a)      Other            Combined
  <S>                                                           <C>            <C>                 <C>     
  
     Combined Results of Operations
       Revenues, net...............................             $                 $445,773          $445,773
       Depreciation and amortization...............                  304            91,082            91,386
       Operating loss..............................              (75,757)          (73,117)         (148,874)
       Net loss as reported
          by affiliates............................             (152,671)         (127,142)         (279,813)
  
     Company's Equity in Net Loss
       Equity in current period net loss...........             ($22,901)         ($35,200)         ($58,101)
       Amortization income (expense) (b)...........                  636            (2,856)           (2,220)
                                                                --------          --------          -------- 
         Total equity in net loss..................             ($22,265)         ($38,056)         ($60,321)
                                                                ========          ========          ======== 
  
  
     Three Months Ended June 30, 1996:                    Sprint Spectrum (a)      Other            Combined
  
     Combined Results of Operations
       Revenues, net...............................              $                $224,654          $224,654
       Depreciation and amortization...............                  254            44,335            44,589
       Operating loss..............................              (30,978)          (32,293)          (63,271)
       Net loss as reported
          by affiliates............................              (67,358)          (58,872)         (126,230)
  
     Company's Equity in Net Loss
       Equity in current period net loss...........             ($10,104)         ($15,250)         ($25,354)
       Amortization income (expense) (b)...........                  636            (1,101)             (465)
                                                                --------          --------          -------- 
         Total equity in net loss..................              ($9,468)         ($16,351)         ($25,819)
                                                                 =======          ========          ======== 
  
  
     As of June 30, 1996:                                 Sprint Spectrum (a)      Other            Combined
  
     Combined Financial Position
       Current assets..................................           $4,962        $1,839,111        $1,844,073
       Noncurrent assets...............................        2,333,692         2,232,785         4,566,477
       Current liabilities.............................           96,872           804,703           901,575
       Noncurrent liabilities..........................            4,246         2,136,908         2,141,154
  <FN>
  - ---------------------
  (a) See footnote (1) on page 10.
  (b) See footnote (3) on page 10.
  </FN>
  </TABLE>
  
  
                                          9
  <PAGE>
                        COMCAST CORPORATION AND SUBSIDIARIES
                                      FORM 10-Q
                             QUARTER ENDED JUNE 30, 1996
          NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS - CONTINUED
                                     (Unaudited)
  
  <TABLE>
  <CAPTION>
                                                      Three Months      Six Months                    Three Months
                                                          Ended            Ended                          Ended
                                                     January 31,1995   June 30, 1995                  June 30, 1995
                                                         QVC (2)           Other        Combined      Combined (2)
  <S>                                                  <C>               <C>            <C>            <C>     
     Combined Results of Operations
       Revenues, net...............................     $425,921          $289,653       $715,574       $149,267
       Depreciation and amortization...............       12,992            70,065         83,057         36,272
       Operating income (loss).....................       58,247           (99,549)       (41,302)       (50,594)
       Net income (loss) as reported
          by affiliates............................      $28,333         ($145,874)     ($117,541)      ($78,683)
  
     Company's Equity in Net Income (Loss)
       Equity in current period net income (loss)..       $4,286          ($39,970)      ($35,684)      ($19,992)
       Amortization income (expense) (3)...........        1,194            (3,416)        (2,222)        (1,497)
                                                        --------          --------       --------       --------
         Total equity in net income (loss).........       $5,480          ($43,386)      ($37,906)      ($21,489)
                                                        ========          ========       ========       ======== 
  <FN>
  (1)  The Company's  equity  interest in Sprint  Spectrum's  net loss is recorded
       three months in arrears.  Accordingly, the summarized financial information
       presented  above includes Sprint  Spectrum's  results of operations for the
       six and three months ended March 31, 1996 and its financial  position as of
       March 31, 1996.
  (2)  Through  January  31,  1995,  QVC's  fiscal  year end was  January  31, and
       therefore, the Company recorded its equity interest in QVC's net income two
       months in  arrears.  For the six months  ended June 30,  1995,  the Company
       recorded  its equity  interest  in QVC's net  income  for the  period  from
       November  1, 1994  through  January  31,  1995,  which  was not  previously
       recorded by the Company.  The effect of this  one-time  adjustment  was not
       significant to the Company's results of operations.  Effective  February 1,
       1995,  QVC's  results of  operations  were  consolidated  with the Company.
  (3)  The  differences  between  the  Company's  recorded   investments  and  its
       proportionate  interests in the book value of the investees' net assets are
       being amortized to equity in net income or loss, primarily over a period of
       twenty  years,  which  is  consistent  with  the  estimated  lives  of  the
       underlying assets.
  </FN>
  </TABLE>
  
       Through  June  27,  1996,   the  Company  held   investments   in  Teleport
       Communications  Group Inc.  ("TCGI"),  TCG Partners and certain local joint
       ventures (the "Joint Ventures")  managed by TCGI and TCG Partners.  On June
       27, 1996, TCGI sold  approximately  27 million shares of its Class A Common
       Stock (the  "TCGI  Class A Stock")  for $16 per share in an initial  public
       offering (the "IPO").  In connection  with the IPO,  TCGI,  the Company and
       subsidiaries of Cox, TCI and  Continental  Cablevision  ("Continental"  and
       collectively  with Cox,  TCI and the  Company,  the  "Cable  Stockholders")
       entered  into  a  reorganization  agreement  pursuant  to  which  TCGI  was
       reorganized (the "Reorganization").  The Reorganization consisted of, among
       other  things:  (i)  the  acquisition  by TCGI of TCG  Partners;  (ii)  the
       acquisition  by  TCGI  of  additional   interests  in  the  Joint  Ventures
       (including  100% of those  interests  held by the  Company);  and (iii) the
       contribution  to TCGI of  $269.0  million  aggregate  principal  amount  of
       indebtedness,  plus  accrued  interest  thereon,  owed by TCGI to the Cable
       Stockholders  (including $53.8 million principal amount and $4.1 million of
       accrued   interest   owed  to  the  Company).   In   connection   with  the
       Reorganization,  the Company received 25.6 million shares of TCGI's Class B
       Common  Stock (the "TCGI Class B Stock").  Each share of TCGI Class B Stock
       is entitled to voting power  equivalent to ten shares of TCGI Class A Stock
       and is  convertible,  at the option of the  holder,  into one share of TCGI
       Class A  Stock.  The  Company  recorded  a $40.6  million  increase  in its
       proportionate  share of TCGI's net assets as a gain from equity offering of
       affiliate  in  its  condensed  consolidated  statement  of  operations  and
       accumulated deficit for the six and three months ended June 30, 1996. After
       giving effect to the  Reorganization and the IPO, the Company owns 19.5% of
       the outstanding TCGI Class B Stock representing a 19.1% voting interest and
       a 16.1%  equity  interest.  The  Company  will  continue to account for its
       interest in TCGI under the equity method.
  
                                         10
  <PAGE>
                        COMCAST CORPORATION AND SUBSIDIARIES
                                      FORM 10-Q
                             QUARTER ENDED JUNE 30, 1996
          NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS - CONTINUED
                                     (Unaudited)
  
       Investments - Public Companies
       In February  1996,  in  connection  with certain  preemptive  rights of the
       Company under previously  existing  agreements with Nextel  Communications,
       Inc. ("Nextel"),  the Company purchased  approximately 8.16 million shares,
       classified  as long-term  investments  available for sale, of Nextel common
       stock at $12.25 per share, for a total cost of $99.9 million.
  
       During the three months  ended June 30, 1996,  the Company sold 4.4 million
       shares of Nextel  common stock for $85.6  million and  recognized a pre-tax
       gain of $29.7  million as investment  income in its condensed  consolidated
       statement  of  operations  and  accumulated  deficit  for the six and three
       months ended June 30, 1996.
  
       The Company  holds  unrestricted  equity  investments  in certain  publicly
       traded  companies  with an  historical  cost of $163.3  million  and $115.9
       million  as of June 30,  1996 and  December  31,  1995,  respectively.  The
       Company has recorded these  investments,  which are classified as available
       for sale,  at their  estimated  fair  values of $228.0  million  and $150.1
       million  as of June 30,  1996 and  December  31,  1995,  respectively.  The
       unrealized pre-tax gains as of June 30, 1996 and December 31, 1995 of $64.7
       million  and  $34.2  million,  respectively,  have  been  reported  in  the
       Company's   condensed   consolidated   balance   sheet  as   decreases   in
       stockholders'  deficiency,  net of related  deferred  income taxes of $22.6
       million and $12.0 million, respectively.
  
       Investments - Privately Held Companies
       In  January  1995,  the  Company  exchanged  its  investments  in  Heritage
       Communications,    Inc.   with   TCI   for   approximately   13.3   million
       publicly-traded  Class A common  shares of TCI with a fair market  value of
       approximately  $290.0  million.   Shortly  thereafter,   the  Company  sold
       approximately  9.1 million  unrestricted  TCI shares for total  proceeds of
       $188.1 million. As a result of these transactions, the Company recognized a
       pre-tax gain of $141.0 million in the first quarter of 1995.
  
  5.   LONG-TERM DEBT
  
       In May 1995,  the Company  issued $250.0  million  principal  amount of its
       9-3/8% senior subordinated debentures due 2005.
  
  6.   STATEMENT OF CASH FLOWS - SUPPLEMENTAL INFORMATION
  
       The Company  made  interest  payments of $229.7  million,  $210.1  million,
       $127.7  million,  and $115.3  million during the six and three months ended
       June 30, 1996 and 1995, respectively.
  
       The Company made cash  payments for income  taxes of $62.2  million,  $19.1
       million,  $46.9 million,  and $16.0 million during the six and three months
       ended June 30, 1996 and 1995, respectively.
  
  7.   CONTINGENCIES
  
       The Company is subject to claims which arise in the ordinary  course of its
       business and other legal  proceedings.  In the opinion of  management,  the
       amount  of  ultimate  liability  with  respect  to these  actions  will not
       materially  affect the  financial  position or results of operations of the
       Company.
  
                                         11
  <PAGE>
                        COMCAST CORPORATION AND SUBSIDIARIES
                                      FORM 10-Q
                             QUARTER ENDED JUNE 30, 1996
          NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS - CONCLUDED
                                     (Unaudited)
  
  8.   FINANCIAL DATA BY BUSINESS SEGMENT
       (Dollars in thousands)
  <TABLE>
  <CAPTION>
                                                     Domestic
                                                       Cable        Electronic      Cellular        Corporate
                                                  Communications     Retailing   Communications    and Other (1)     Total
  <S>                                               <C>            <C>            <C>              <C>         <C>       
  Six Months Ended June 30, 1996
  Revenues, net...............................        $778,332       $855,846       $207,096         $55,032     $1,896,306
  Depreciation and amortization...............         190,685         51,881         56,773          24,933        324,272
  Operating income (loss).....................         194,320         87,527         14,314         (54,236)       241,925
  Interest expense............................         110,654         35,053         43,973          78,313        267,993
  Capital expenditures........................         136,816         19,547         36,551          85,991        278,905
  Equity in net (losses) income of
      affiliates..............................          (8,444)            84                        (51,961)       (60,321)
  
  Three Months Ended June 30, 1996
  Revenues, net...............................        $395,984       $405,768       $108,904         $34,906       $945,562
  Depreciation and amortization...............          96,313         25,731         30,428          14,927        167,399
  Operating income (loss).....................         103,714         41,263         12,201         (28,503)       128,675
  Interest expense............................          53,969         16,884         23,187          39,139        133,179
  Capital expenditures........................          83,180         13,443         21,648          49,233        167,504
  Equity in net (losses) income of
      affiliates..............................          (2,890)            27                        (22,956)       (25,819)
  
  
  As of June 30, 1996
  Assets......................................      $4,645,902     $2,037,653      $1,341,965     $1,598,053     $9,623,573
  Long-term debt, less current portion........       3,049,417        887,979       1,091,035      2,091,858      7,120,289
  
  Six Months Ended June 30, 1995
  Revenues, net...............................        $709,580       $584,426       $176,413         $16,759     $1,487,178
  Depreciation and amortization...............         183,666         37,006        155,224          11,147        387,043
  Operating income (loss).....................         164,034         58,365        (84,443)        (44,569)        93,387
  Interest expense............................         123,904         34,816         35,577          56,254        250,551
  Capital expenditures........................         111,042          8,472        167,963          51,483        338,960
  Equity in net (losses) income of
      affiliates..............................          (6,921)           608                        (31,593)       (37,906)
  
  Three Months Ended June 30, 1995
  Revenues, net...............................        $362,458       $357,407        $94,260          $9,447       $823,572
  Depreciation and amortization...............          94,168         22,734         20,742           5,922        143,566
  Operating income (loss).....................          88,398         33,965         18,853         (23,958)       117,258
  Interest expense............................          62,321         22,171         18,107          30,365        132,964
  Capital expenditures........................          68,825          7,237        117,710          35,570        229,342
  Equity in net losses of affiliates..........          (3,952)          (450)                       (17,087)       (21,489)
  - ---------------
  <FN>
  (1)  Corporate and other includes certain  operating  businesses and elimination
       entries related to the segments presented.
  </FN>
  </TABLE>
  
                                         12
  <PAGE>
                        COMCAST CORPORATION AND SUBSIDIARIES
                                      FORM 10-Q
                             QUARTER ENDED JUNE 30, 1996
  
  ITEM 2.   MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
            RESULTS OF OPERATIONS
  
  Overview
  
  The Company has  experienced  significant  growth in recent  years both  through
  strategic  acquisitions and growth in its existing  businesses.  The Company has
  historically  met its cash  needs for  operations  through  its cash  flows from
  operating   activities.   Cash   requirements   for   acquisitions  and  capital
  expenditures  have been provided through the Company's  financing  activities as
  well as its existing cash, cash equivalents and short-term investments.
  
  General Developments of Business
  
  Regional Sports Venture
  On July 17, 1996, the Company  completed its  acquisition  (the "Sports  Venture
  Acquisition")  of an interest of approximately  66% in the  Philadelphia  Flyers
  Limited Partnership,  a Pennsylvania limited partnership ("PFLP"), the assets of
  which, after giving effect to the Sports Venture Acquisition, consist of (i) the
  National  Basketball  Association  ("NBA")  franchise  to own  and  operate  the
  Philadelphia  76ers basketball team and related assets (the "Sixers"),  (ii) the
  National  Hockey League  ("NHL")  franchise to own and operate the  Philadelphia
  Flyers hockey team and related assets, and (iii) two adjacent arenas,  leasehold
  interests in and  development  rights related to the land  underlying the arenas
  and  other  adjacent  parcels  of land  located  in  Philadelphia,  Pennsylvania
  (collectively,  the  "Arenas").  Concurrent  with the  completion  of the Sports
  Venture  Acquisition,   PFLP  was  renamed  Comcast  Spectacor,  L.P.  ("Comcast
  Spectacor").
  
  The Sports Venture  Acquisition  was completed in two steps.  In April 1996, the
  Company  purchased  the  Sixers  for $125.0  million  in cash plus  assumed  net
  liabilities of approximately  $11.0 million through a partnership  controlled by
  the  Company.  To complete the Sports  Venture  Acquisition,  in July 1996,  the
  Company  contributed  its interest in the Sixers,  exchanged  approximately  3.5
  million  shares of the  Company's  Class A Special  Common  Stock (the  "Class A
  Special Common Stock") and 6,370 shares of the Company's  newly issued 5% Series
  A Convertible Preferred Stock (the "Preferred Stock"), which is convertible into
  approximately  1.3 million  shares of Class A Special  Common Stock  (subject to
  certain  conversion  adjustments) and paid $15.0 million in cash for its current
  interest in Comcast  Spectacor.  The remaining  interest of approximately 34% in
  Comcast  Spectacor is owned by a group,  including the former  majority owner of
  PFLP, who also manages Comcast Spectacor.  In connection with the Sports Venture
  Acquisition,  Comcast Spectacor assumed the outstanding  liabilities relating to
  the Sixers and the Arenas,  including  a mortgage  obligation  of  approximately
  $155.0 million.  The Company will account for its interest in Comcast  Spectacor
  under the equity method.
  
  Sprint Spectrum
  Effective as of January 1996, the Company,  Tele-Communications,  Inc.  ("TCI"),
  Cox  Communications,  Inc.  ("Cox") and Sprint  Corporation  (collectively,  the
  "Parents"),   and   certain   subsidiaries   of  the   Parents   (the   "Partner
  Subsidiaries"), entered into a series of agreements relating to their previously
  announced joint venture (March 1995) to engage in the  communications  business.
  Under an Amended and Restated Agreement of Limited Partnership (the "Partnership
  Agreement")  of MajorCo,  L.P.  (known as "Sprint  Spectrum"),  the  business of
  Sprint  Spectrum will be the provision of wireless  telecommunications  services
  and will not include the  previously  authorized  business  of  providing  local
  wireline  communications  services to residences and  businesses.  A partnership
  owned entirely by subsidiaries of the Company owns 15% of Sprint  Spectrum.  The
  Company accounts for its investment in Sprint Spectrum under the equity method.
  
                                         13
  <PAGE>
                        COMCAST CORPORATION AND SUBSIDIARIES
                                      FORM 10-Q
                             QUARTER ENDED JUNE 30, 1996
  
  Scripps Cable
  In October  1995,  the  Company  announced  its  agreement  to acquire the cable
  television  operations  ("Scripps  Cable") of The E.W.  Scripps  Company  ("E.W.
  Scripps") in exchange for shares of the Company's  Class A Special  Common Stock
  worth $1.575  billion,  subject to certain  closing  adjustments  (the  "Scripps
  Transaction").  For  purposes  of  determining  the  number of shares of Class A
  Special Common Stock to be delivered in the Scripps Transaction, such stock will
  be  valued  on the  basis of the  average  closing  price of the Class A Special
  Common Stock on The Nasdaq Stock  Market for 15 trading days  randomly  selected
  from the 40 trading  day period  ending  shortly  before the  closing  date (the
  "Comcast Share Price"); provided that the Comcast Share Price will be no greater
  than $23.09 and, except as provided  below, no less than $17.06.  If the Comcast
  Share  Price is below  $17.06,  E.W.  Scripps  has the  right to  terminate  the
  agreement,  subject to the right of the Company to increase the number of shares
  of Class A Special  Common Stock to be delivered in the Scripps  Transaction  to
  that number of shares that would have been  delivered if the Comcast Share Price
  were not  subject  to the  minimum  price of $17.06.
  
  Scripps  Cable  passes more than 1.2 million  homes and serves more than 800,000
  subscribers, with over 60% of its subscribers located in Sacramento,  California
  and Chattanooga and Knoxville, Tennessee. The Scripps Transaction is expected to
  close in the fourth  quarter  of 1996,  subject to  shareholder  and  regulatory
  approval and certain other conditions.
  
  Share Repurchase Program
  Concurrent  with  the  announcement  of the  Scripps  Transaction,  the  Company
  announced  that its Board of Directors  authorized a market  repurchase  program
  (the "Repurchase  Program") pursuant to which the Company may purchase,  at such
  times and on such  terms as it deems  appropriate,  up to $500.0  million of its
  outstanding common stock, subject to certain restrictions and market conditions.
  Pursuant to the Repurchase  Program,  the Company has repurchased  shares of its
  common stock for  aggregate  consideration  of $185.8  million  through July 31,
  1996, including $116.6 million and $59.9 million during the six and three months
  ended June 30, 1996, respectively.
  
  QVC
  In February 1995, the Company and TCI acquired all of the  outstanding  stock of
  QVC,  Inc.  and  its   subsidiaries   ("QVC")  not  previously   owned  by  them
  (approximately  65% of such shares on a fully  diluted  basis) for $46, in cash,
  per share (the "QVC  Acquisition"),  representing a total cost of  approximately
  $1.4 billion.  The QVC  Acquisition,  including the exercise of certain warrants
  held by the Company,  was financed with cash  contributions from the Company and
  TCI of $296.3 million and $6.6 million, respectively, borrowings of $1.1 billion
  under a $1.2 billion QVC credit facility and existing cash and cash  equivalents
  held by QVC.  Following the acquisition,  the Company and TCI own, through their
  respective subsidiaries,  57.45% and 42.55%,  respectively,  of QVC. The Company
  has  accounted  for the QVC  Acquisition  under the purchase  method and QVC was
  consolidated with the Company effective February 1, 1995.
  
  Liquidity and Capital Resources
  
  Cash, Cash Equivalents and Short-term Investments
  The  Company  has  traditionally  maintained  significant  levels of cash,  cash
  equivalents  and  short-term   investments  to  meet  its  short-term  liquidity
  requirements.  Cash, cash equivalents and short-term  investments as of June 30,
  1996 were $541.6 million. As of June 30, 1996,  approximately  $369.4 million of
  the Company's cash, cash  equivalents and short-term  investments was restricted
  to use by subsidiaries of the Company under  contractual or other  arrangements,
  including  approximately $262.9 million which is restricted to use by Comcast UK
  Cable Partners Limited ("Comcast UK Cable").
  
  The Company's cash, cash equivalents and short-term  investments are recorded at
  cost which  approximates  their fair value.  As of June 30, 1996,  the Company's
  short-term  investments  of $133.9  million had a weighted  average  maturity of
  approximately  16 months.  However,  due to the high degree of liquidity and the
  intent of management to use these investments as needed to fund its commitments,
  the Company considers these as current assets.
  
                                         14
  <PAGE>
                        COMCAST CORPORATION AND SUBSIDIARIES
                                      FORM 10-Q
                             QUARTER ENDED JUNE 30, 1996
  
  Investments
  In connection  with the Sports  Venture  Acquisition,  the Company has agreed to
  lend up to $50.0 million to Comcast Spectacor,  on a subordinated  basis, in the
  event that Comcast Spectacor is unable to obtain financing from other sources.
  
  Under the provisions of the Partnership Agreement, the Partner Subsidiaries have
  committed to contribute $4.2 billion in cash to Sprint Spectrum through 1997, of
  which the Company's share is $630.0 million.  Of this funding  requirement,  the
  Company has made total cash  contributions  to Sprint Spectrum of $415.3 million
  through June 30, 1996. The Company  anticipates that Sprint  Spectrum's  capital
  requirements  over the next several years will be  significant.  Requirements in
  excess of committed  capital are planned to be funded by Sprint Spectrum through
  external  financing,  including,  but not limited  to,  vendor  financing,  bank
  financing and securities offered to the public.  Although it is anticipated that
  external  financing will be available to Sprint Spectrum on acceptable terms and
  conditions,  no assurances can be given as to such  availability.  In June 1996,
  Sprint Spectrum filed a preliminary  registration statement on Form S-1 with the
  Securities and Exchange Commission to offer up to $650.0 million of Senior Notes
  and Senior  Discount Notes due in 2006 in a public  offering.  The timing of the
  Company's remaining capital contributions to Sprint Spectrum is dependent upon a
  number of  factors,  including  Sprint  Spectrum's  ability  to obtain  external
  financing as well as its working capital  requirements.  The Company anticipates
  funding its remaining  capital  commitments to Sprint Spectrum  through its cash
  flows from operating activities, its existing cash, cash equivalents, short-term
  investments and lines of credit or other external financing, or by a combination
  of these sources.
  
  In February 1996, in connection  with certain  preemptive  rights of the Company
  under  previously   existing   agreements  with  Nextel   Communications,   Inc.
  ("Nextel"),  the Company purchased approximately 8.16 million shares, classified
  as long-term  investments  available  for sale, of Nextel common stock at $12.25
  per share,  for a total cost of $99.9  million.  The Company  continues  to hold
  options,  which expire in 1997, to acquire an  additional  25 million  shares of
  Nextel common stock at $16 per share.
  
  During the three months ended June 30, 1996, the Company sold 4.4 million shares
  of Nextel common stock for $85.6 million and  recognized a pre-tax gain of $29.7
  million  as  investment  income  in  its  condensed  consolidated  statement  of
  operations and  accumulated  deficit for the six and three months ended June 30,
  1996 (the "Nextel Gain").
  
  The Company does not have any  additional  significant  contractual  commitments
  with respect to any of its investments.  However, to the extent the Company does
  not fund its  investees'  capital  calls,  it exposes  itself to dilution of its
  ownership interests.
  
  Financing
  As part of the Repurchase  Program,  through July 31, 1996, the Company has sold
  put options on 4.0 million shares of its Class A Special Common Stock, including
  put options on 1.0 million of such shares sold during the six months  ended June
  30,  1996.  The put options  give the holder the right to require the Company to
  repurchase  such shares at specified  prices on specific dates. In May 1996, the
  Company  extended  the  original  May through  July 1996  maturities  of the put
  options to October through December 1996 and received $1.1 million in connection
  with the extensions. Total proceeds of $4.6 million from the sale and subsequent
  extension of these put options were credited to additional  capital.  The amount
  the  Company  would  be  obligated  to  pay to  repurchase  such  shares  if all
  outstanding  put  options  were  exercised,  totaling  $69.6  million,  has been
  reclassified  to  a  temporary   equity  account  in  the  Company's   condensed
  consolidated balance sheet as of June 30, 1996.
  
                              -------------------------
  
  The  Company  expects to  recognize  significant  losses and to  continue to pay
  dividends;  therefore, it anticipates that it will continue to have a deficiency
  in  stockholders'  equity that will increase through the date of consummation of
  the Scripps Transaction. If the Scripps Transaction is consummated,  the Company
  will no longer have a deficiency in stockholders'  equity;  however, the Company
  expects to recognize losses for the foreseeable
  
                                         15
  <PAGE>
                        COMCAST CORPORATION AND SUBSIDIARIES
                                      FORM 10-Q
                             QUARTER ENDED JUNE 30, 1996
  
  future,  resulting in decreases in stockholders' equity. The  telecommunications
  industry,  including  cable  and  cellular  communications,  and the  electronic
  retailing   industry  are   experiencing   increasing   competition   and  rapid
  technological  changes.  The  Company's  future  results of  operations  will be
  affected by its ability to react to changes in the  competitive  environment and
  by its ability to implement new technologies.  However, management believes that
  competition,  technological changes and its significant losses and deficiency in
  stockholders'  equity  will not  significantly  affect  its  ability  to  obtain
  financing.
  
  The Company  believes  that it will be able to meet its  current  and  long-term
  liquidity and capital  requirements,  including fixed charges,  through its cash
  flows from operating  activities,  existing cash, cash  equivalents,  short-term
  investments and lines of credit and other external financing.
  
  Statement of Cash Flows
  
  Cash and cash  equivalents  decreased  $131.4  million as of June 30,  1996 from
  December 31, 1995 and increased $112.6 million as of June 30, 1995 from December
  31, 1994.  Changes in cash and cash  equivalents  resulted  from cash flows from
  operating, financing and investing activities which are explained below.
  
  Net cash provided by operating  activities amounted to $289.2 million and $206.8
  million  for the six months  ended  June 30,  1996 and 1995,  respectively.  The
  increase  of  $82.4  million  is  primarily  due  to  the  effects  of  the  QVC
  Acquisition,  changes in working  capital as a result of the timing of  receipts
  and  disbursements  and the increase in the  Company's  operating  income before
  depreciation and amortization (see "Results of Operations").
  
  Net cash (used in) provided by financing activities was ($42.8) million and $1.8
  billion for the six months  ended June 30, 1996 and 1995,  respectively.  During
  the six months ended June 30, 1996,  the Company  borrowed  $558.4 million under
  its existing lines of credit and repaid $478.3 million, including the effects of
  refinancings   and  $88.9  million  of  repayments   under  a  vendor  financing
  arrangement.  In addition,  the Company repurchased $116.6 million of its common
  stock  during the six months  ended June 30,  1996.  During the six months ended
  June 30, 1995, the Company  borrowed $2.0 billion  consisting  primarily of $1.1
  billion in connection with the QVC  Acquisition,  $300.9 million for the funding
  of Sprint  Spectrum and the Company's  $250.0  million  principal  amount of its
  9-3/8% senior subordinated debentures due 2005, issued in May 1995. In addition,
  the Company redeemed and retired $194.4 million of its long-term debt.
  
  Net cash used in investing  activities  was $377.8  million and $1.9 billion for
  the six months ended June 30, 1996 and 1995, respectively. During the six months
  ended June 30, 1996, net cash used in investing  activities includes investments
  in affiliates of $357.4  million,  including  $125.0 million for the purchase of
  the Sixers and capital  contributions  to Sprint Spectrum of $69.3 million,  and
  additions to property and equipment of $278.9  million,  offset by proceeds from
  the sales of short-term and long-term investments of $328.5 million.  During the
  six months ended June 30, 1995, net cash used in investing  activities  includes
  the QVC  Acquisition,  net of cash  acquired,  of $1.3 billion,  investments  in
  affiliates of $431.5 million, including capital contributions to Sprint Spectrum
  of $315.9  million,  and additions to property and equipment of $339.0  million.
  Such  amounts were offset by proceeds  from sales of  short-term  and  long-term
  investments of $236.4 million.
  
  Results of Operations
  
  The  effects  of  the  Company's  recent   acquisitions  has  been  to  increase
  significantly  the  Company's  revenues  and expenses  resulting in  substantial
  increases  in  its  operating  income  before   depreciation  and  amortization,
  depreciation  and  amortization  expense and interest  expense  (see  "Operating
  Results  by  Business  Segment"  following).  As a result  of the  increases  in
  depreciation and amortization expense and interest expense associated with these
  acquisitions and their financing, it is expected that the Company will recognize
  significant losses for the foreseeable future.
  
                                         16
  <PAGE>
                        COMCAST CORPORATION AND SUBSIDIARIES
                                      FORM 10-Q
                             QUARTER ENDED JUNE 30, 1996
  
  Summarized  consolidated  financial  information for the Company for the six and
  three  months  ended June 30, 1996 and 1995 is as follows  (dollars in millions,
  "NM" denotes percentage is not meaningful):
  
  <TABLE>
  <CAPTION>
                                                                        Six Months Ended
                                                                            June 30,                 Increase / (Decrease)
                                                                     1996            1995              $             %
  <S>                                                           <C>              <C>              <C>              <C>  
  Revenues, net .........................................        $  1,896.3       $  1,487.1       $  409.2         27.5%
  Cost of goods sold from electronic retailing ..........             512.4            350.2          162.2         46.3
  Operating, selling, general and administrative expenses             817.7            656.5          161.2         24.6
                                                                 ----------       ----------
  Operating income before depreciation and
     amortization (1) ...................................             566.2            480.4           85.8         17.9
  Depreciation and amortization .........................             324.3            387.0          (62.7)       (16.2)
                                                                 ----------       ----------
  Operating income ......................................             241.9             93.4          148.5           NM
                                                                 ----------       ----------
  Interest expense ......................................             268.0            250.6           17.4          6.9
  Investment income .....................................             (47.5)          (157.6)        (110.1)       (69.9)
  Equity in net losses of affiliates ....................              60.3             37.9           22.4         59.1
  Gain from equity offering of affiliate ................             (40.6)                           40.6           NM
  Other .................................................              23.0              0.4           22.6           NM
  Income tax expense ....................................              24.6             14.0           10.6         75.7
  Minority interest .....................................             (29.1)           (22.0)           7.1         32.3
  Extraordinary item ....................................               1.0                             1.0           NM
                                                                 ----------       ----------
  Net loss ..............................................        ($    17.8)      ($    29.9)      ($  12.1)       (40.5%)
                                                                 ==========       ==========
  </TABLE>
  
  <TABLE>
  <CAPTION>
                                                                    Three Months Ended
                                                                         June 30,                     Increase
                                                                     1996         1995             $            %
  
  <S>                                                           <C>            <C>            <C>             <C>  
  Revenues, net .........................................        $  945.6       $  823.6       $  122.0        14.8%
  Cost of goods sold from electronic retailing ..........           242.2          212.2           30.0        14.1
  Operating, selling, general and administrative expenses           407.3          350.6           56.7        16.2
                                                                 --------       --------
  Operating income before depreciation and
     amortization (1) ...................................           296.1          260.8           35.3        13.5
  Depreciation and amortization .........................           167.4          143.5           23.9        16.7
                                                                 --------       --------
  Operating income ......................................           128.7          117.3           11.4         9.7
                                                                 --------       --------
  Interest expense ......................................           133.2          133.0            0.2         0.2
  Investment income .....................................           (28.8)          (4.8)          24.0          NM
  Equity in net losses of affiliates ....................            25.8           21.5            4.3        20.0
  Gain from equity offering of affiliate ................           (40.6)                         40.6          NM
  Other .................................................            11.6            0.7           10.9          NM
  Income tax expense ....................................            23.7           10.1           13.6          NM
  Minority interest .....................................           (14.0)         (13.9)           0.1         0.7
  Extraordinary item ....................................             1.0                           1.0          NM
                                                                 --------       --------
  Net income (loss) .....................................        $   16.8       ($  29.3)      $   46.1          NM
                                                                 ========       ========
  - ------------
  <FN>
  (1)  Operating income before  depreciation and amortization is commonly referred
       to in the Company's  businesses as "operating  cash flow."  Operating  cash
       flow is a measure of a company's  ability to  generate  cash to service its
       obligations, including debt service obligations, and to finance capital and
       other  expenditures.  In part due to the  capital  intensive  nature of the
       Company's  businesses  and the  resulting  significant  level  of  non-cash
       depreciation  and amortization  expense,  operating cash flow is frequently
       used as one of the bases for evaluating the Company's businesses. Operating
       cash flow does not purport to represent net income or net cash provided
  
                                         17
  <PAGE>
                        COMCAST CORPORATION AND SUBSIDIARIES
                                      FORM 10-Q
                             QUARTER ENDED JUNE 30, 1996
  
       by  operating  activities,  as those  terms  are  defined  under  generally
       accepted  accounting  principles,  and  should  not  be  considered  as  an
       alternative  to  such   measurements  as  an  indicator  of  the  Company's
       performance.  See  "Statement  of Cash Flows" above for a discussion of net
       cash provided by operating activities.
  </FN>
  </TABLE>
  
  Operating Results by Business Segment
  
  Domestic Cable Communications
  
  The following  table sets forth  operating  results for the  Company's  domestic
  cable communications segment (dollars in millions).
  
  <TABLE>
  <CAPTION>
                                                  Six Months Ended
                                                      June 30,                   Increase
                                                1996          1995            $            %
  <S>                                       <C>           <C>           <C>             <C> 
  Service income .....................        $  778.3      $  709.6      $  68.7         9.7%
  Operating, selling, general and
       administrative expenses .......           393.3         361.9         31.4         8.7
                                              --------      --------      -------
  Operating income before depreciation
       and amortization (a) ..........        $  385.0      $  347.7      $  37.3        10.7%
                                              ========      ========      =======
  
                                                Three Months Ended
                                                      June 30,                   Increase
                                                1996           1995          $             %
  Service income .....................        $  396.0      $  362.5      $  33.5         9.2%
  Operating, selling, general and
       administrative expenses .......           196.0         179.9         16.1         8.9
                                              --------      --------      -------
  Operating income before depreciation
       and amortization (a) ..........        $  200.0      $  182.6      $  17.4         9.5%
                                              ========      ========      =======
  <FN>
  - ---------------
  (a) See footnote (1) on page 17.
  </FN>
  </TABLE>
  
  Of the  increases in service  income of $68.7  million and $33.5 million for the
  six and three month  periods from 1995 to 1996,  $17.3  million and $8.1 million
  are attributable to subscriber growth, $41.3 million and $21.4 million relate to
  changes in rates,  $4.4 million and $3.6 million are  attributable  to growth in
  advertising  sales  and $5.7  million  and  $400,000  relate  to growth in other
  product offerings.
  
  Of the $31.4 million and $16.1 million increases in operating,  selling, general
  and  administrative  expenses  for the six and three month  periods from 1995 to
  1996,  $15.1 million and $6.5 million are attributable to increases in the costs
  of cable programming as a result of subscriber  growth,  additional  programming
  offerings  and changes in rates and $16.3  million and $9.6 million  result from
  increases  in the  cost of  labor  and  other  volume  related  expenses.  It is
  anticipated  that the Company's cost of cable  programming  will increase in the
  future as cable  programming  rates  increase  and  additional  sources of cable
  programming become available.
  
                                         18
  <PAGE>
                        COMCAST CORPORATION AND SUBSIDIARIES
                                      FORM 10-Q
                             QUARTER ENDED JUNE 30, 1996
  
  Electronic Retailing
  
  As a result of the QVC  Acquisition,  the Company  commenced  consolidating  the
  financial  results of QVC  effective  February  1,  1995.  The  following  table
  presents  comparative  financial  information for the six and three months ended
  June 30,  1996 and for the  three  months  ended  June  30,  1995 and pro  forma
  financial  information  for the six  months  ended  June  30,  1995.  Pro  forma
  financial  information is presented  herein for purposes of analysis and may not
  reflect what actual operating  results would have been had the Company owned QVC
  since January 1, 1995 (dollars in millions).
  
  <TABLE>
  <CAPTION>
                                                          Six Months Ended
                                                              June 30,                       Increase
                                                          1996           1995             $            %
  <S>                                                 <C>            <C>            <C>             <C>  
  Net sales from electronic retailing ..........        $  855.8       $  715.9       $  139.9        19.5%
  Cost of goods sold from electronic retailing .           512.4          428.3           84.1        19.6
  Operating, selling, general and administrative
       expenses ................................           204.0          168.8           35.2        20.9
                                                        --------       --------       --------
  Operating income before depreciation
       and amortization (a) ....................        $  139.4       $  118.8       $   20.6        17.3%
                                                        ========       ========       ========
  
  Gross margin .................................            40.1%          40.2%
  
                                                           Three Months Ended
                                                                June 30,                     Increase
                                                          1996            1995            $             %
  Net sales from electronic retailing ..........        $  405.8       $  357.4        $  48.4        13.5%
  Cost of goods sold from electronic retailing .           242.2          212.2           30.0        14.1
  Operating, selling, general and administrative
       expenses ................................            96.6           88.5            8.1         9.2
                                                        --------       --------       --------
  Operating income before depreciation
       and amortization (a) ....................        $   67.0       $   56.7        $  10.3        18.2%
                                                        ========       ========        =======
  
  
  Gross margin .................................            40.3%          40.6%
  
  <FN>
  - ----
  (a) See footnote (1) on page 17.
  </FN>
  </TABLE>
  
  The consolidation of QVC's United Kingdom  operations,  effective April 1, 1995,
  resulted in increases in net sales from  electronic  retailing of $29.9  million
  and $8.6  million for the six and three  month  periods  from 1995 to 1996.  The
  remaining   increases  of  $110.0   million  and  $39.8  million  are  primarily
  attributable  to the  effects of an  approximate  9.0%  increase  in the average
  number of QVC homes  receiving  QVC  services  in the  United  States  for these
  comparative periods.
  
  The increase in cost of goods sold from electronic retailing is directly related
  to the growth in net sales. Gross margin has remained  relatively  constant from
  1995 to the same periods in 1996.
  
  The consolidation of QVC's United Kingdom  operations,  effective April 1, 1995,
  resulted in an  increase  in  operating,  selling,  general  and  administrative
  expenses of $12.3  million and $2.1 million for the six and three month  periods
  from 1995 to 1996. The remaining increases of $22.9 million and $6.0 million are
  attributable   to  higher  sales  volume  and  increases  in   advertising   and
  administrative costs.
  
                                         19
  <PAGE>
                        COMCAST CORPORATION AND SUBSIDIARIES
                                      FORM 10-Q
                             QUARTER ENDED JUNE 30, 1996
  
  
  
  Cellular Communications
  
  The following table sets forth the operating results for the Company's  cellular
  communications segment (dollars in millions).
  
  <TABLE>
  <CAPTION>
                                                          Six Months Ended
                                                               June 30,                    Increase
                                                          1996          1995            $            %
  <S>                                                  <C>           <C>           <C>            <C>  
  Service income ...............................        $  207.1      $  176.4      $  30.7        17.4%
  Operating, selling, general and administrative
       expenses ................................           136.0         105.6         30.4        28.8
                                                        --------      --------      -------
  Operating income before depreciation
       and amortization (a) ....................        $   71.1      $   70.8      $   0.3         0.4%
                                                        ========      ========      =======
  
                                                          Three Months Ended
                                                               June 30,                   Increase
                                                          1996          1995           $             %
  Service income ...............................        $  108.9       $  94.3      $  14.6        15.5%
  Operating, selling, general and administrative 
       expenses ................................            66.3          54.7         11.6        21.2
                                                        --------      --------      -------
  Operating income before depreciation
       and amortization (a) ....................        $   42.6       $  39.6      $   3.0         7.6%
                                                        ========       =======      =======
  <FN>
  - ---------------
  (a) See footnote (1) on page 17.
  </FN>
  </TABLE>
  
  Of the $30.7 million and $14.6 million  increases in service  income for the six
  and three month  periods from 1995 to 1996,  $40.1 million and $19.4 million are
  attributable to the Company's subscriber growth.  Offsetting these increases are
  decreases of $9.4 million and $4.8 million resulting  primarily from a reduction
  in the average rate per minute of use from 1995 to the same periods in 1996.
  
  Of the $30.4 million and $11.6 million increases in operating,  selling, general
  and  administrative  expenses  for the six and three month  periods from 1995 to
  1996, $18.0 million and $5.3 million are related to subscriber growth, including
  the costs to acquire and service  subscribers.  The remaining increases of $12.4
  million  and $6.3  million are due to  increases  in other  expenses,  including
  subscriber retention costs, administrative costs and theft of service in 1996.
  
  Consolidated Analysis
  
  The $62.7 million decrease in depreciation and amortization  expense for the six
  month period from 1995 to 1996 is  attributable to the effects of the rebuild of
  certain  of the  Company's  cellular  equipment  in 1995,  as  described  below,
  partially offset by the effects of the QVC Acquisition and capital expenditures.
  The $23.9 million  increase in  depreciation  and  amortization  expense for the
  three month period from 1995 to 1996 is primarily attributable to the effects of
  capital expenditures.
  
  In 1995, the Company's cellular division purchased  approximately $172.0 million
  of switching and cell site equipment  which replaced the existing  switching and
  cell  site  equipment  (the  "Cellular  Rebuild").   The  Company  substantially
  completed the Cellular  Rebuild  during 1995.  During the first quarter of 1995,
  the Company charged  approximately  $110.0 million to depreciation expense which
  represented the difference  between the net book value of the equipment replaced
  and the residual value realized upon its disposal.
  
                                         20
  <PAGE>
                        COMCAST CORPORATION AND SUBSIDIARIES
                                      FORM 10-Q
                             QUARTER ENDED JUNE 30, 1996
  
  The $17.4  million and $200,000  increases  in interest  expense for the six and
  three  month  periods  from  1995 to 1996 are due to  increased  levels of debt,
  including  the  debt  related  to  the  QVC  Acquisition,   offset  by  interest
  capitalized in 1996 and decreases in rates.  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 $110.1 million  decrease in investment  income for the six month period from
  1995  to  1996  is  primarily  attributable  to  the  effects  of  the  Heritage
  Transaction (as defined below) in 1995,  partially offset by gains recognized on
  sales of long-term  investments,  including  the Nextel Gain.  The $24.0 million
  increase in  investment  income for the three month  period from 1995 to 1996 is
  primarily attributable to the Nextel Gain.
  
  In  January   1995,   the  Company   exchanged  its   investments   in  Heritage
  Communications,  Inc. with TCI for  approximately  13.3 million  publicly-traded
  Class A common  shares of TCI with a fair market value of  approximately  $290.0
  million.  Shortly  thereafter,   the  Company  sold  approximately  9.1  million
  unrestricted TCI shares for total proceeds of $188.1 million (collectively,  the
  "Heritage  Transaction").  As  a  result  of  these  transactions,  the  Company
  recognized a pre-tax gain of $141.0 million in the first quarter of 1995.
  
  The  $22.4  million  and $4.3  million  increases  in  equity  in net  losses of
  affiliates  for the six and three month  periods from 1995 to 1996 are primarily
  due to the effects of increased losses incurred by Sprint Spectrum.
  
  Through June 27, 1996, the Company held  investments in Teleport  Communications
  Group Inc.  ("TCGI"),  TCG Partners and certain local joint ventures (the "Joint
  Ventures")  managed  by TCGI and TCG  Partners.  On June  27,  1996,  TCGI  sold
  approximately  27 million  shares of its Class A Common Stock (the "TCGI Class A
  Stock")  for $16 per  share  in an  initial  public  offering  (the  "IPO").  In
  connection  with the IPO,  TCGI,  the Company and  subsidiaries  of Cox, TCI and
  Continental  Cablevision  ("Continental"  and collectively with Cox, TCI and the
  Company,  the "Cable  Stockholders")  entered  into a  reorganization  agreement
  pursuant   to  which   TCGI  was   reorganized   (the   "Reorganization").   The
  Reorganization  consisted of, among other things: (i) the acquisition by TCGI of
  TCG Partners;  (ii) the acquisition by TCGI of additional interests in the Joint
  Ventures (including 100% of those interests held by the Company);  and (iii) the
  contribution  to  TCGI  of  $269.0  million   aggregate   principal   amount  of
  indebtedness,  plus  accrued  interest  thereon,  owed  by  TCGI  to  the  Cable
  Stockholders  (including  $53.8  million  principal  amount and $4.1  million of
  accrued  interest owed to the Company).  In connection with the  Reorganization,
  the Company  received  25.6  million  shares of TCGI's Class B Common Stock (the
  "TCGI  Class B Stock").  Each share of TCGI Class B Stock is  entitled to voting
  power equivalent to ten shares of TCGI Class A Stock and is convertible,  at the
  option of the holder, into one share of TCGI Class A Stock. The Company recorded
  a $40.6 million  increase in its  proportionate  share of TCGI's net assets as a
  gain from equity offering of affiliate in its condensed  consolidated  statement
  of operations  and  accumulated  deficit for the six and three months ended June
  30, 1996 (the "TCGI Gain").  After giving effect to the  Reorganization  and the
  IPO, the Company owns 19.5% of the outstanding TCGI Class B Stock representing a
  19.1% voting interest and a 16.1% equity interest.  The Company will continue to
  account for its interest in TCGI under the equity method.
  
  The increases in other expenses are primarily  attributable to the settlement of
  certain litigation during the six months ended June 30, 1996.
  
  The increases in income tax expense are primarily attributable to the tax effect
  of the TCGI Gain recorded during the three months ended June 30, 1996.
  
  For the six and  three  months  ended  June 30,  1996 and  1995,  the  Company's
  earnings before  extraordinary  items,  minority  interest,  income tax expense,
  equity in net losses of  affiliates  and fixed charges  (interest  expense) were
  $307.1 million, $250.6 million, $186.6 million and $121.4 million, respectively.
  Excluding the TCGI Gain and the Nextel Gain, totaling $70.3 million,  recognized
  in the second quarter of 1996 and the $141.0 million gain recognized
  
                                         21
  <PAGE>
                        COMCAST CORPORATION AND SUBSIDIARIES
                                      FORM 10-Q
                             QUARTER ENDED JUNE 30, 1996
  
  
  in the first quarter of 1995 in connection with the Heritage  Transaction,  such
  earnings  were not  adequate to cover the  Company's  fixed  charges,  including
  capitalized  interest of $14.7  million  and $7.6  million for the six and three
  months ended June 30, 1996,  respectively,  of $282.7  million,  $250.6 million,
  $140.8  million and $133.0  million for the six and three  months ended June 30,
  1996 and 1995,  respectively.  Fixed charges include non-cash  interest,  net of
  interest capitalized,  of $32.2 million,  $27.4 million, $16.1 million and $13.9
  million for the six and three months ended June 30, 1996 and 1995, respectively.
  The  inadequacy of these earnings to cover fixed charges is primarily due to the
  substantial   non-cash  charges  for  depreciation  and  amortization   expense,
  including the first quarter 1995 charge associated with the Cellular Rebuild.
  
  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  and  short-term
  investments,  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.
  
  
  
                                         22
  <PAGE>
                        COMCAST CORPORATION AND SUBSIDIARIES
                                      FORM 10-Q
                             QUARTER ENDED JUNE 30, 1996
  
  
  PART II.  OTHER INFORMATION
  
  ITEM 1.   Legal Proceedings
  
  The Company is not party to  litigation  which,  in the opinion of the Company's
  management,  will have a  material  adverse  effect on the  Company's  financial
  position or results of operations.
  
  ITEM 4.   Submission of Matters to a Vote of Security Holders
  
  At the Annual Meeting on June 19, 1996, the shareholders  approved the following
  proposals:
  
       To elect ten  directors  to serve  for the  ensuing  year and  until  their
       respective successors shall have been duly elected and qualified.
  
  <TABLE>
  <CAPTION>
            Director                       Class of Stock                For                    Withheld
  
  <S>                                     <C>                        <C>                      <C>    
       Ralph J. Roberts                     Class A                      29,547,034               149,492
                                            Class B                     131,793,750
  
       Julian A. Brodsky                    Class A                      29,584,638               111,888
                                            Class B                     131,793,750
  
       Brian L. Roberts                     Class A                      29,600,438                96,088
                                            Class B                     131,793,750
  
       Daniel Aaron                         Class A                      28,872,658               823,868
                                            Class B                     131,793,750
  
       Gustave G. Amsterdam                 Class A                      29,582,540               113,986
                                            Class B                     131,793,750
  
       Sheldon M. Bonovitz                  Class A                      28,874,811               821,715
                                            Class B                     131,793,750
  
       Joseph L. Castle II                  Class A                      29,598,588                97,938
                                            Class B                     131,793,750
  
       Bernard C. Watson                    Class A                      29,596,888                99,638
                                            Class B                     131,793,750
  
       Irving A. Wechsler                   Class A                      28,878,215               818,311
                                            Class B                     131,793,750
  
       Anne Wexler                          Class A                      29,580,506               116,020
                                            Class B                     131,793,750
  </TABLE>
  
       To approve the Comcast Corporation 1996 Stock Option Plan.
  <TABLE>
  <CAPTION>
                                                                                                    Broker
        Class of Stock                 For                 Against             Abstain              Nonvote
  
  <S>                            <C>                  <C>                   <C>                  <C>      
           Class A                  17,032,087           4,996,914             146,474              7,521,051
           Class B                 131,793,750
  </TABLE>
  
                                         23
  <PAGE>
                        COMCAST CORPORATION AND SUBSIDIARIES
                                      FORM 10-Q
                             QUARTER ENDED JUNE 30, 1996
  
  
       To  amend  the  Company's   Articles  of   Incorporation   to  conform  the
       requirements  for class  voting  with  those of the  Pennsylvania  Business
       Corporation Law of 1988.
  
  <TABLE>
  <CAPTION>
                                                                                                    Broker
        Class of Stock                 For                 Against             Abstain              Nonvote
  <S>                            <C>                  <C>                    <C>                 <C>      
           Class A                  20,242,047           2,117,823              71,878              7,264,778
           Class B                 131,793,750
           Class A Special         131,777,911           5,048,537             346,024
  </TABLE>
  
       To amend the  Company's  Articles  of  Incorporation  to provide for mirror
       spin-offs, mergers and other similar transactions.
  <TABLE>
  <CAPTION>
                                                                                                    Broker
        Class of Stock                 For                 Against             Abstain              Nonvote
  <S>                            <C>                  <C>                    <C>                 <C>      
           Class A                  20,230,396           2,103,749              97,603              7,264,778
           Class B                 131,793,750
           Class A Special         131,051,853           5,731,711             388,908
  </TABLE>
  
       To  ratify  the  appointment  of  Deloitte  & Touche  LLP as the  Company's
       independent auditors for the 1996 fiscal year.
  <TABLE>
  <CAPTION>
        Class of Stock                 For                 Against             Abstain
  <S>                            <C>                     <C>                 <C>   
           Class A                  29,564,098              91,578              40,850
           Class B                 131,793,750
  </TABLE>
  
  ITEM 6.   Exhibits and Reports on Form 8-K
  
  (a)  Exhibits required to be filed by Item 601 of Regulation S-K:
  
       10.1/*/   Amendment, dated as of July 19,  1996,  to the Credit
                 Agreement,  dated as of February 15, 1995,  among QVC,  Inc.
                 and the Banks listed therein.
  
       11.1      Computation of Net (Loss) Income Per Share.
  
       27.1      Financial Data Schedule.
  
       27.2      Restated Financial Data Schedule.
  
  
  
  - --------------
  
  /*/       Pursuant to Item  601(b)(4)(iii)(A)  of Regulation S-K, the Registrant
            agrees to furnish a copy of the referenced agreement to the Commission
            upon request.
  
                                         24
  <PAGE>
                        COMCAST CORPORATION AND SUBSIDIARIES
                                      FORM 10-Q
                             QUARTER ENDED JUNE 30, 1996
  
  
  (b)  Reports on Form 8-K:
  
       (i)    The Company filed a Current Report on Form 8-K under Item 5 on April
              10, 1996 relating to its agreement to purchase the cable  television
              operations of The E.W. Scripps Company, which included the Company's
              Unaudited Pro Forma Condensed  Consolidated  Financial Statements as
              of and for the year ended December 31, 1995.
  
       (ii)   The Company  filed a Current  Report on Form 8-K under Item 5 on May
              9,  1996  relating  to  its  purchase  of  the  National  Basketball
              Association  ("NBA")  franchise to own and operate the  Philadelphia
              76ers basketball team, and related assets.
  
       (iii)  The Company  filed a Current  Report on Form 8-K under Item 5 on May
              28, 1996, as amended by a Current Report on Form 8-K/A filed on July
              22, 1996, relating to its agreement to purchase the cable television
              operations of The E.W. Scripps Company, which included the Company's
              Unaudited Pro Forma Condensed  Consolidated  Financial Statements as
              of and for the three  months  ended  March 31, 1996 and for the year
              ended December 31, 1995.
  
  
  
                                         25
  <PAGE>
                        COMCAST CORPORATION AND SUBSIDIARIES
                                      FORM 10-Q
                             QUARTER ENDED JUNE 30, 1996
  
  
                                      SIGNATURE
  
           Pursuant to the  requirements  of the  Securities  and  Exchange Act of
  1934,  the  Registrant has duly caused this report to be signed on its behalf by
  the undersigned thereunto duly authorized.
  
  
  
                                           COMCAST CORPORATION
                                           ---------------------------------------
  
  
  
  
  
  
  
  
                                           /s/ LAWRENCE S. SMITH
                                           ---------------------------------------
                                           Lawrence S. Smith
                                           Executive Vice President
                                           (Chief Accounting Officer)
  
  
  
  Date: August 14, 1996
  
  
                                         26
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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, 1996
                                         OR
  ( )  Transition  Report  pursuant  to Section  13 or 15(d) of the  Securities
       Exchange Act of 1934
       for the Transition Period from ________ to ________.
  
                            Commission File Number 0-6983
  
                                COMCAST CORPORATION
  
                              [GRAPHIC OMITTED - LOGO]
  
               (Exact name of registrant as specified in its charter)
  
              PENNSYLVANIA                                 23-1709202
  
     (State or other jurisdiction of                    (I.R.S. Employer
      incorporation or organization)                   Identification No.)
  
                   1500 Market Street, Philadelphia, PA 19102-2148
  
                      (Address of principal executive offices)
                                     (Zip Code)
  
  Registrant's telephone number, including area code:  (215) 665-1700
  
  Indicate by check mark whether the registrant (1) has filed all reports required
  to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during
  the preceding  twelve months (or for such shorter period that the registrant was
  required to file such  reports),  and (2) has been subject to such  requirements
  for the past 90 days.
  
           Yes  __X__                                         No ____
                             --------------------------
  
  As of June 30, 1996,  there were  190,199,646  shares of Class A Special  Common
  Stock, 34,388,885 shares of Class A Common Stock and 8,786,250 shares of Class B
  Common Stock outstanding.
  COMCAST CORPORATION AND SUBSIDIARIES
                                      FORM 10-Q
                             QUARTER ENDED JUNE 30, 1996
  
                                  TABLE OF CONTENTS
  
                                                                             Page
                                                                            Number
  
  PART I.   FINANCIAL INFORMATION
  
            Item 1.   Financial Statements
  
                      Condensed Consolidated Balance
                      Sheet as of June 30, 1996 and December 31,
                      1995 (Unaudited).........................................2
  
                      Condensed Consolidated Statement of
                      Operations and Accumulated Deficit for
                      the Six and Three Months Ended June 30,
                      1996 and 1995 (Unaudited)................................3
  
                      Condensed Consolidated Statement of Cash
                      Flows for the Six Months Ended June 30,
                      1996 and 1995 (Unaudited)................................4
  
                      Notes to Condensed Consolidated
                      Financial Statements (Unaudited)....................5 - 12
  
            Item 2.   Management's Discussion and Analysis
                      of Financial Condition and Results of
                      Operations.........................................13 - 22
  
  PART II.  OTHER INFORMATION
  
            Item 1.   Legal Proceedings ......................................23
  
            Item 4.   Submission of Matters to a Vote of Security
                      Holders............................................23 - 24
  
            Item 6.   Exhibits and Reports on Form 8-K ..................24 - 25
  
                         -----------------------------------
  
  The Private  Securities  Litigation  Reform Act of 1995 provides a "safe harbor"
  for forward-looking  statements.  Certain information included in this Quarterly
  Report is  forward-looking,  such as  information  relating  to  future  capital
  commitments and the effects of  competition.  Such  forward-looking  information
  involves  important  risks and  uncertainties  that could  significantly  affect
  expected  results in the  future  from those  expressed  in any  forward-looking
  statements made by, or on behalf of, the Company.  These risks and uncertainties
  include, but are not limited to, uncertainties  relating to economic conditions,
  acquisitions and divestitures,  government and regulatory policies,  the pricing
  and   availability  of  equipment,   materials,   inventories  and  programming,
  technological  developments and changes in the competitive  environment in which
  the Company operates.
  COMCAST CORPORATION AND SUBSIDIARIES
                                      FORM 10-Q
                             QUARTER ENDED JUNE 30, 1996
  
  PART I.   FINANCIAL INFORMATION
  ITEM 1.   FINANCIAL STATEMENTS
  
                        CONDENSED CONSOLIDATED BALANCE SHEET
                                     (Unaudited)
  (Dollars in thousands)
                                                                                   June 30,          December 31,
                                                                                     1996                1995
  ASSETS
  CURRENT ASSETS
     Cash and cash equivalents ..........................................        $   407,664         $   539,061
     Short-term investments, at cost which approximates fair value ......            133,926             370,982
     Accounts receivable, less allowance for doubtful accounts
       of $78,450 and $81,273 ...........................................            340,006             390,698
     Inventories, net ...................................................            243,120             243,447
     Prepaid charges and other ..........................................             54,441              49,671
     Deferred income taxes ..............................................             63,912              59,799
                                                                                 -----------         -----------
         Total current assets ...........................................          1,243,069           1,653,658
                                                                                 -----------         -----------
  INVESTMENTS, principally in affiliates ................................          1,135,104             906,383
                                                                                 -----------         -----------
  PROPERTY AND EQUIPMENT ................................................          2,989,329           2,575,633
     Accumulated depreciation ...........................................         (1,031,743)           (932,031)
                                                                                 -----------         -----------
     Property and equipment, net ........................................          1,957,586           1,643,602
                                                                                 -----------         -----------
  
  DEFERRED CHARGES ......................................................          6,640,735           6,552,437
     Accumulated amortization ...........................................         (1,352,921)         (1,175,772)
                                                                                 -----------         -----------
     Deferred charges, net ..............................................          5,287,814           5,376,665
                                                                                 -----------         -----------
                                                                                 $ 9,623,573         $ 9,580,308
                                                                                 ===========         ===========
  LIABILITIES AND STOCKHOLDERS' DEFICIENCY
  CURRENT LIABILITIES
     Accounts payable and accrued expenses ..............................        $   816,951         $   963,991
     Accrued interest ...................................................             78,731              72,675
     Current portion of long-term debt ..................................            143,379              85,403
                                                                                 -----------         -----------
         Total current liabilities ......................................          1,039,061           1,122,069
                                                                                 -----------         -----------
  
  LONG-TERM DEBT, less current portion ..................................          7,120,289           6,943,766
                                                                                 -----------         -----------
  
  DEFERRED INCOME TAXES .................................................          1,515,538           1,517,995
                                                                                 -----------         -----------
  
  MINORITY INTEREST AND OTHER ...........................................            834,337             772,004
                                                                                 -----------         -----------
  
  COMMITMENTS AND CONTINGENCIES
  
  COMMON EQUITY PUT OPTIONS .............................................             69,625              52,125
                                                                                 -----------         -----------
  STOCKHOLDERS' DEFICIENCY
     Class A special common stock, $1 par value - authorized, 500,000,000
       shares;  issued, 190,199,646 and 192,844,814 .....................            190,200             192,845
     Class A common stock, $1 par value - authorized, 200,000,000
       shares;  issued, 34,388,885 and 37,706,517 .......................             34,389              37,707
     Class B common stock, $1 par value - authorized, 50,000,000
       shares;  issued, 8,786,250 .......................................              8,786               8,786
     Additional capital .................................................            818,046             843,113
     Accumulated deficit ................................................         (2,030,633)         (1,914,292)
     Unrealized gains on marketable securities ..........................             42,080              22,210
     Cumulative translation adjustments .................................            (18,145)            (18,020)
                                                                                 -----------         -----------
         Total stockholders' deficiency .................................           (955,277)           (827,651)
                                                                                 -----------         -----------
                                                                                 $ 9,623,573         $ 9,580,308
                                                                                 ===========         ===========
  See notes to condensed consolidated financial statements.
  
                                          2
  COMCAST CORPORATION AND SUBSIDIARIES
                                      FORM 10-Q
                             QUARTER ENDED JUNE 30, 1996
       CONDENSED CONSOLIDATED STATEMENT OF OPERATIONS AND ACCUMULATED DEFICIT
                                     (Unaudited)
  (Amounts in thousands, except per share data)
                                                                              Six Months Ended                Three Months Ended
                                                                                   June 30,                         June 30,
                                                                             1996            1995             1996            1995
  REVENUES
     Service income .................................................    $ 1,040,460     $   902,752     $   539,794     $   466,165
     Net sales from electronic retailing ............................        855,846         584,426         405,768         357,407
                                                                         -----------     -----------     -----------     -----------
                                                                           1,896,306       1,487,178         945,562         823,572
                                                                         -----------     -----------     -----------     -----------
  
  COSTS AND EXPENSES
     Operating ......................................................        453,473         367,357         223,710         195,890
     Cost of goods sold from electronic retailing ...................        512,380         350,246         242,234         212,172
     Selling, general and administrative ............................        364,256         289,145         183,544         154,686
     Depreciation and amortization ..................................        324,272         387,043         167,399         143,566
                                                                         -----------     -----------     -----------     -----------
                                                                           1,654,381       1,393,791         816,887         706,314
                                                                         -----------     -----------     -----------     -----------
  
  OPERATING INCOME ..................................................        241,925          93,387         128,675         117,258
  
  INVESTMENT (INCOME) EXPENSE
     Interest expense ...............................................        267,993         250,551         133,179         132,964
     Investment income ..............................................        (47,491)       (157,580)        (28,846)         (4,756)
     Equity in net losses of affiliates .............................         60,321          37,906          25,819          21,489
     Gain from equity offering of affiliate .........................        (40,638)                        (40,638)
     Other ..........................................................         22,966             368          11,577             658
                                                                         -----------     -----------     -----------     -----------
                                                                             263,151         131,245         101,091         150,355
                                                                         -----------     -----------     -----------     -----------
  
  (LOSS) INCOME BEFORE INCOME TAX EXPENSE, MINORITY
     INTEREST AND EXTRAORDINARY ITEM ................................        (21,226)        (37,858)         27,584         (33,097)
  
  INCOME TAX EXPENSE ................................................         24,612          14,035          23,748          10,100
                                                                         -----------     -----------     -----------     -----------
  
  (LOSS) INCOME BEFORE MINORITY INTEREST AND
     EXTRAORDINARY ITEM .............................................        (45,838)        (51,893)          3,836         (43,197)
  
  MINORITY INTEREST .................................................        (29,094)        (21,971)        (14,024)        (13,903)
                                                                         -----------     -----------     -----------     -----------
  
  (LOSS) INCOME BEFORE EXTRAORDINARY ITEM ...........................        (16,744)        (29,922)         17,860         (29,294)
  
  EXTRAORDINARY ITEM ................................................          1,013                           1,013
                                                                         -----------     -----------     -----------     -----------
  
  NET (LOSS) INCOME .................................................        (17,757)        (29,922)         16,847         (29,294)
  
  ACCUMULATED DEFICIT
     Beginning of period ............................................     (1,914,292)     (1,827,647)     (1,997,138)     (1,833,858)
     Dividends declared - $.0467, $.0467, $.0233 and $.0233 per share        (11,054)        (11,169)         (5,474)         (5,586)
     Retirement of common stock .....................................        (87,530)                        (44,868)
                                                                         -----------     -----------     -----------     -----------
  
     End of period ..................................................    ($2,030,633)    ($1,868,738)    ($2,030,633)    ($1,868,738)
                                                                         ===========     ===========     ===========     =========== 
  
  (LOSS) INCOME PER SHARE
     (Loss) income before extraordinary item ........................    ($      .07)    ($      .12)    $       .07     ($      .12)
     Extraordinary item..............................................
                                                                         -----------     -----------     -----------     -----------
          Net (loss) income .........................................    ($      .07)    ($      .12)    $       .07     ($      .12)
                                                                         ===========     ===========     ===========     =========== 
  
  WEIGHTED AVERAGE NUMBER OF COMMON SHARES
    OUTSTANDING DURING THE PERIOD ...................................        237,624         239,541         235,827         239,674
                                                                         ===========     ===========     ===========     ===========
  See notes to condensed consolidated financial statements.
  
                                          3
  COMCAST CORPORATION AND SUBSIDIARIES
                                      FORM 10-Q
                             QUARTER ENDED JUNE 30, 1996
                   CONDENSED CONSOLIDATED STATEMENT OF CASH FLOWS
                                     (Unaudited)
  (Dollars in thousands)
                                                                          Six  Months Ended June 30,
                                                                           1996               1995
  OPERATING ACTIVITIES
     Net loss ................................................        ($   17,757)        ($   29,922)
     Adjustments to reconcile net loss to net cash provided
      by operating activities:
       Depreciation and amortization .........................            324,272             387,043
       Non-cash interest expense, net ........................             32,208              27,360
       Equity in net losses of affiliates ....................             60,321              37,906
       Gains on long-term investments, net ...................            (16,301)           (140,968)
       Gain from equity offering of affiliate ................            (40,638)
       Minority interest .....................................            (29,094)            (21,971)
       Extraordinary item ....................................              1,013
       Deferred income taxes and other .......................             12,211                 675
                                                                      -----------         ----------- 
                                                                          326,235             260,123
  
       Decrease in accounts receivable, net ..................             55,198              26,662
       Decrease (increase) in inventories, net ...............                327             (10,889)
       Decrease (increase) in prepaid charges and other ......                666             (12,348)
       Decrease in accounts payable and accrued expenses .....            (99,293)            (69,778)
       Increase in accrued interest ..........................              6,038              13,069
                                                                      -----------         ----------- 
  
           Net cash provided by operating activities .........            289,171             206,839
                                                                      -----------         ----------- 
  
  FINANCING ACTIVITIES
     Proceeds from borrowings ................................            558,366           2,018,977
     Retirement and repayment of debt ........................           (478,293)           (194,378)
     (Repurchases) issuances of common stock, net ............           (107,022)              1,413
     Equity contribution to a subsidiary .....................                                  6,556
     Dividends ...............................................            (11,054)            (11,169)
     Other ...................................................             (4,809)              1,488
                                                                      -----------         ----------- 
  
           Net cash (used in) provided by financing activities            (42,812)          1,822,887
                                                                      -----------         ----------- 
  
  INVESTING ACTIVITIES
     Acquisitions, net of cash acquired ......................            (46,494)         (1,369,073)
     Proceeds from sales of short-term investments, net ......            237,056              48,331
     Investments, principally in affiliates ..................           (357,421)           (431,525)
     Proceeds from sales of long-term investments ............             91,400             188,096
     Additions to property and equipment .....................           (278,905)           (338,960)
     Other ...................................................            (23,392)            (14,026)
                                                                      -----------         ----------- 
  
           Net cash used in investing activities .............           (377,756)         (1,917,157)
                                                                      -----------         ----------- 
  
  (DECREASE) INCREASE IN CASH AND CASH EQUIVALENTS ...........           (131,397)            112,569
  
  CASH AND CASH EQUIVALENTS, beginning of period .............            539,061             335,320
                                                                      -----------         ----------- 
  
  CASH AND CASH EQUIVALENTS, end of period ...................        $   407,664         $   447,889
                                                                      ===========         ===========
  See notes to condensed consolidated financial statements.
  
                                          4
  COMCAST CORPORATION AND SUBSIDIARIES
                                      FORM 10-Q
                             QUARTER ENDED JUNE 30, 1996
                NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
                                     (Unaudited)
  
  1.   CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
  
       Basis of Presentation
       The condensed  consolidated  balance sheet as of December 31, 1995 has been
       condensed  from the audited  balance  sheet as of that date.  The condensed
       consolidated balance sheet as of June 30, 1996, the condensed  consolidated
       statement  of  operations  and  accumulated  deficit  for the six and three
       months  ended  June  30,  1996  and  1995  and the  condensed  consolidated
       statement  of cash  flows for the six months  ended June 30,  1996 and 1995
       have been prepared by Comcast Corporation (the "Company") and have not been
       audited  by  the  Company's   independent   auditors.  In  the  opinion  of
       management,   all   adjustments   (which  include  only  normal   recurring
       adjustments) necessary to present fairly the financial position, results of
       operations and cash flows as of June 30, 1996 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, 1995 Annual Report on Form 10-K filed with the  Securities and Exchange
       Commission.  The results of operations  for the periods ended June 30, 1996
       are not necessarily indicative of operating results for the full year.
  
  2.   SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
  
       New Accounting Pronouncement
       Effective  January 1, 1996,  the Company  adopted  Statement  of  Financial
       Accounting   Standards  ("SFAS")  No.  123,   "Accounting  for  Stock-Based
       Compensation."  The  Company  has  elected  to  continue  to  measure  such
       compensation  expense using the method prescribed by Accounting  Principles
       Board  Opinion  No. 25,  "Accounting  for Stock  Issued to  Employees,"  as
       permitted by SFAS No. 123. Accordingly, there was no impact of the adoption
       of  SFAS  No.  123  on the  Company's  financial  position  or  results  of
       operations.
  
       Net (Loss) Income Per Share
       Net (loss)  income  per share is based on the  weighted  average  number of
       common shares  outstanding during the period. For the six months ended June
       30,  1996  and for the six and  three  months  ended  June  30,  1995,  the
       Company's common stock equivalents have an antidilutive  effect on net loss
       per  share  and,  therefore,  have not been used in  determining  the total
       weighted average number of common shares outstanding.
  
       For the three months ended June 30, 1996,  the  Company's  shares which are
       issuable upon conversion of its convertible debentures and upon exercise of
       the its  outstanding  common  equity put options have not been  included as
       common  stock  equivalents,  since  inclusion of these shares would have an
       antidilutive  effect on net income per share. The Company's dilutive common
       stock  equivalents,  consisting  solely of shares  issuable  under employee
       stock  programs,  did not  have  any  impact  on net  income  per  share as
       presented in the Company's condensed  consolidated  statement of operations
       and accumulated  deficit.  Therefore,  primary and fully diluted net income
       per share have not been presented  herein.  For the three months ended June
       30, 1996, the primary and fully diluted  weighted  average number of common
       shares and common share equivalents outstanding was 241.0 million and 241.3
       million, respectively.
  
       Reclassifications
       Certain  reclassifications  have  been  made to the  prior  year  condensed
       consolidated  financial statements to conform to those classifications used
       in 1996.
  
                                          5
  COMCAST CORPORATION AND SUBSIDIARIES
                                      FORM 10-Q
                             QUARTER ENDED JUNE 30, 1996
          NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS - CONTINUED
                                     (Unaudited)
  
  3.   ACQUISITIONS AND OTHER SIGNIFICANT EVENTS
  
       Regional Sports Venture
       On July 17,  1996,  the Company  completed  its  acquisition  (the  "Sports
       Venture   Acquisition")  of  an  interest  of  approximately   66%  in  the
       Philadelphia Flyers Limited Partnership, a Pennsylvania limited partnership
       ("PFLP"),  the assets of which,  after giving effect to the Sports  Venture
       Acquisition,  consist of (i) the National  Basketball  Association  ("NBA")
       franchise to own and operate the  Philadelphia  76ers  basketball  team and
       related  assets (the  "Sixers"),  (ii) the National  Hockey League  ("NHL")
       franchise  to own and  operate  the  Philadelphia  Flyers  hockey  team and
       related assets, and (iii) two adjacent arenas,  leasehold  interests in and
       development  rights  related  to the land  underlying  the arenas and other
       adjacent   parcels   of  land   located   in   Philadelphia,   Pennsylvania
       (collectively,  the "Arenas"). Concurrent with the completion of the Sports
       Venture  Acquisition,  PFLP was renamed Comcast  Spectacor,  L.P. ("Comcast
       Spectacor").
  
       The Sports Venture  Acquisition  was completed in two steps. In April 1996,
       the Company  purchased  the Sixers for $125.0  million in cash plus assumed
       net  liabilities  of  approximately  $11.0  million  through a  partnership
       controlled by the Company. To complete the Sports Venture  Acquisition,  in
       July 1996, the Company  contributed  its interest in the Sixers,  exchanged
       approximately  3.5 million  shares of the Company's  Class A Special Common
       Stock  (the  "Class A  Special  Common  Stock")  and  6,370  shares  of the
       Company's  newly  issued  5%  Series A  Convertible  Preferred  Stock  (the
       "Preferred  Stock"),  which is convertible into  approximately  1.3 million
       shares of Class A Special  Common  Stock  (subject  to  certain  conversion
       adjustments)  and paid $15.0  million in cash for its  current  interest in
       Comcast  Spectacor.  The remaining interest of approximately 34% in Comcast
       Spectacor is owned by a group, including the former majority owner of PFLP,
       who also manages Comcast  Spectacor.  In connection with the Sports Venture
       Acquisition, Comcast Spectacor assumed the outstanding liabilities relating
       to  the  Sixers  and  the  Arenas,   including  a  mortgage  obligation  of
       approximately  $155.0 million. The Company will account for its interest in
       Comcast Spectacor under the equity method.
  
       Sprint Spectrum
       Effective  as of  January  1996,  the  Company,  Tele-Communications,  Inc.
       ("TCI"),   Cox   Communications,   Inc.  ("Cox")  and  Sprint   Corporation
       (collectively,  the  "Parents"),  and certain  subsidiaries of the Parents,
       entered into a series of agreements relating to their previously  announced
       joint venture (March 1995) to engage in the communications  business. Under
       an Amended and Restated Agreement of Limited  Partnership of MajorCo,  L.P.
       (known as "Sprint  Spectrum"),  the business of Sprint Spectrum will be the
       provision of wireless  telecommunications services and will not include the
       previously  authorized business of providing local wireline  communications
       services to residences  and  businesses.  A partnership  owned  entirely by
       subsidiaries  of the  Company  owns 15% of  Sprint  Spectrum.  The  Company
       accounts for its investment in Sprint Spectrum under the equity method (see
       Note 4).
  
       Scripps Cable
       In October 1995,  the Company  announced its agreement to acquire the cable
       television  operations ("Scripps Cable") of The E.W. Scripps Company ("E.W.
       Scripps") in exchange for shares of the  Company's  Class A Special  Common
       Stock worth $1.575  billion,  subject to certain closing  adjustments  (the
       "Scripps Transaction"). For purposes of determining the number of shares of
       Class A Special  Common Stock to be  delivered in the Scripps  Transaction,
       such stock will be valued on the basis of the average  closing price of the
       Class A Special Common Stock on The Nasdaq Stock Market for 15 trading days
       randomly  selected from the 40 trading day period ending shortly before the
       closing date (the "Comcast Share  Price");  provided that the Comcast Share
       Price will be no greater than $23.09 and, except as provided below, no less
       than $17.06.  If the Comcast Share Price is below $17.06,  E.W. Scripps has
       the right to terminate the  agreement,  subject to the right of the Company
       to  increase  the  number of shares of Class A Special  Common  Stock to be
       delivered  in the Scripps  Transaction  to that number of shares that would
       have been  delivered  if the  Comcast  Share  Price were not subject to the
       minimum  price of $17.06.
  
                                          6
  COMCAST CORPORATION AND SUBSIDIARIES
                                      FORM 10-Q
                             QUARTER ENDED JUNE 30, 1996
          NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS - CONTINUED
                                     (Unaudited)
  
       Scripps  Cable  passes  more than 1.2  million  homes and serves  more than
       800,000   subscribers,   with  over  60%  of  its  subscribers  located  in
       Sacramento,  California  and  Chattanooga  and  Knoxville,  Tennessee.  The
       Scripps  Transaction  is expected  to close in the fourth  quarter of 1996,
       subject  to  shareholder   and   regulatory   approval  and  certain  other
       conditions.
  
       Share Repurchase Program
       Concurrent with the  announcement of the Scripps  Transaction,  the Company
       announced  that  its  Board of  Directors  authorized  a market  repurchase
       program  (the  "Repurchase  Program")  pursuant  to which the  Company  may
       purchase,  at such times and on such terms as it deems  appropriate,  up to
       $500.0  million  of  its  outstanding  common  stock,  subject  to  certain
       restrictions and market conditions. Pursuant to the Repurchase Program, the
       Company  has   repurchased   shares  of  its  common  stock  for  aggregate
       consideration  of $185.8 million  through July 31, 1996,  including  $116.6
       million and $59.9  million  during the six and three  months ended June 30,
       1996, respectively.
  
       As part of the Repurchase Program,  the Company has sold put options on 4.0
       million  shares of its Class A Special  Common Stock through July 31, 1996,
       including  put  options on 1.0  million of such  shares sold during the six
       months  ended June 30,  1996.  The put options give the holder the right to
       require  the  Company to  repurchase  such  shares at  specified  prices on
       specific dates. In May 1996, the Company  extended the original May through
       July 1996  maturities of the put options to October  through  December 1996
       and received $1.1 million in connection with the extensions. Total proceeds
       of $4.6 million from the sale and subsequent extension of these put options
       were  credited  to  additional  capital.  The amount the  Company  would be
       obligated to pay to repurchase  such shares if all  outstanding put options
       were  exercised,  totaling  $69.6  million,  has  been  reclassified  to  a
       temporary equity account in the Company's  condensed  consolidated  balance
       sheet as of June 30, 1996.
  
       Cellular Rebuild
       In 1995, the Company's  cellular division  purchased  approximately  $172.0
       million of switching and cell site  equipment  which  replaced the existing
       switching and cell site  equipment (the  "Cellular  Rebuild").  The Company
       substantially  completed the Cellular Rebuild during 1995. During the first
       quarter  of 1995,  the  Company  charged  approximately  $110.0  million to
       depreciation  expense which represented the difference between the net book
       value of the equipment  replaced and the residual  value  realized upon its
       disposal.
  
       QVC
       In February 1995, the Company and TCI acquired all of the outstanding stock
       of QVC,  Inc. and its  subsidiaries  ("QVC") not  previously  owned by them
       (approximately  65% of such  shares on a fully  diluted  basis) for $46, in
       cash,  per share  (the "QVC  Acquisition"),  representing  a total  cost of
       approximately $1.4 billion. The QVC Acquisition,  including the exercise of
       certain warrants held by the Company,  was financed with cash contributions
       from the Company and TCI of $296.3 million and $6.6 million,  respectively,
       borrowings  of $1.1 billion  under a $1.2  billion QVC credit  facility and
       existing cash and cash equivalents held by QVC.  Following the acquisition,
       the Company and TCI own, through their respective subsidiaries,  57.45% and
       42.55%,  respectively,  of  QVC.  The  Company  has  accounted  for the QVC
       Acquisition  under the purchase  method and QVC was  consolidated  with the
       Company effective February 1, 1995.
  
                                          7
  COMCAST CORPORATION AND SUBSIDIARIES
                                      FORM 10-Q
                             QUARTER ENDED JUNE 30, 1996
          NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS - CONTINUED
                                     (Unaudited)
  
       Pro Forma Results
       The following pro forma  information for the six months ended June 30, 1995
       has been presented as if the QVC  Acquisition  occurred on January 1, 1995.
       This  unaudited pro forma  information  is based on  historical  results of
       operations,   adjusted  for  acquisition  costs,  and  is  not  necessarily
       indicative of what the results would have been had the Company operated QVC
       since such date.
  (Dollars in millions, except per share data)
                                                                   Six Months Ended
                                                                   June 30, 1995 (1)
  Revenues.......................................       $1,617.6
  
                Net loss.......................................          (34.9)
  
                Net loss per share.............................           (.15)
  (1)  Effective  April 1,  1995,  QVC  commenced  consolidating  its  United
            Kingdom ("UK")  operations.  Pro forma revenues presented above do not
            reflect  revenues  relating to QVC's UK  operations  prior to April 1,
            1995.
  8
  COMCAST CORPORATION AND SUBSIDIARIES
                                      FORM 10-Q
                             QUARTER ENDED JUNE 30, 1996
          NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS - CONTINUED
                                     (Unaudited)
  
  4.   INVESTMENTS
  
       Investments - Equity Method
       Summarized  financial  information  for  equity  method  investments  is as
       follows (dollars in thousands):
  Six Months Ended June 30, 1996:                      Sprint Spectrum (a)      Other            Combined
  Combined Results of Operations
       Revenues, net...............................             $                 $445,773          $445,773
       Depreciation and amortization...............                  304            91,082            91,386
       Operating loss..............................              (75,757)          (73,117)         (148,874)
       Net loss as reported
          by affiliates............................             (152,671)         (127,142)         (279,813)
  
     Company's Equity in Net Loss
       Equity in current period net loss...........             ($22,901)         ($35,200)         ($58,101)
       Amortization income (expense) (b)...........                  636            (2,856)           (2,220)
                                                                --------          --------          -------- 
         Total equity in net loss..................             ($22,265)         ($38,056)         ($60,321)
                                                                ========          ========          ======== 
  
     Three Months Ended June 30, 1996:                    Sprint Spectrum (a)      Other            Combined
  
     Combined Results of Operations
       Revenues, net...............................              $                $224,654          $224,654
       Depreciation and amortization...............                  254            44,335            44,589
       Operating loss..............................              (30,978)          (32,293)          (63,271)
       Net loss as reported
          by affiliates............................              (67,358)          (58,872)         (126,230)
  
     Company's Equity in Net Loss
       Equity in current period net loss...........             ($10,104)         ($15,250)         ($25,354)
       Amortization income (expense) (b)...........                  636            (1,101)             (465)
                                                                --------          --------          -------- 
         Total equity in net loss..................              ($9,468)         ($16,351)         ($25,819)
                                                                 =======          ========          ======== 
  
     As of June 30, 1996:                                 Sprint Spectrum (a)      Other            Combined
  
     Combined Financial Position
       Current assets..................................           $4,962        $1,839,111        $1,844,073
       Noncurrent assets...............................        2,333,692         2,232,785         4,566,477
       Current liabilities.............................           96,872           804,703           901,575
       Noncurrent liabilities..........................            4,246         2,136,908         2,141,154
  - ---------------------
  (a) See footnote (1) on page 10.
  (b) See footnote (3) on page 10.
  9
  COMCAST CORPORATION AND SUBSIDIARIES
                                      FORM 10-Q
                             QUARTER ENDED JUNE 30, 1996
          NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS - CONTINUED
                                     (Unaudited)
  Three Months      Six Months                    Three Months
                                                          Ended            Ended                          Ended
                                                     January 31,1995   June 30, 1995                  June 30, 1995
                                                         QVC (2)           Other        Combined      Combined (2)
  Combined Results of Operations
       Revenues, net...............................     $425,921          $289,653       $715,574       $149,267
       Depreciation and amortization...............       12,992            70,065         83,057         36,272
       Operating income (loss).....................       58,247           (99,549)       (41,302)       (50,594)
       Net income (loss) as reported
          by affiliates............................      $28,333         ($145,874)     ($117,541)      ($78,683)
  
     Company's Equity in Net Income (Loss)
       Equity in current period net income (loss)..       $4,286          ($39,970)      ($35,684)      ($19,992)
       Amortization income (expense) (3)...........        1,194            (3,416)        (2,222)        (1,497)
                                                        --------          --------       --------       --------
         Total equity in net income (loss).........       $5,480          ($43,386)      ($37,906)      ($21,489)
                                                        ========          ========       ========       ========
  (1)  The Company's  equity  interest in Sprint  Spectrum's  net loss is recorded
       three months in arrears.  Accordingly, the summarized financial information
       presented  above includes Sprint  Spectrum's  results of operations for the
       six and three months ended March 31, 1996 and its financial  position as of
       March 31, 1996.
  (2)  Through  January  31,  1995,  QVC's  fiscal  year end was  January  31, and
       therefore, the Company recorded its equity interest in QVC's net income two
       months in  arrears.  For the six months  ended June 30,  1995,  the Company
       recorded  its equity  interest  in QVC's net  income  for the  period  from
       November  1, 1994  through  January  31,  1995,  which  was not  previously
       recorded by the Company.  The effect of this  one-time  adjustment  was not
       significant to the Company's results of operations.  Effective  February 1,
       1995,  QVC's  results of  operations  were  consolidated  with the Company.
  (3)  The  differences  between  the  Company's  recorded   investments  and  its
       proportionate  interests in the book value of the investees' net assets are
       being amortized to equity in net income or loss, primarily over a period of
       twenty  years,  which  is  consistent  with  the  estimated  lives  of  the
       underlying assets.
  Through  June  27,  1996,   the  Company  held   investments   in  Teleport
       Communications  Group Inc.  ("TCGI"),  TCG Partners and certain local joint
       ventures (the "Joint Ventures")  managed by TCGI and TCG Partners.  On June
       27, 1996, TCGI sold  approximately  27 million shares of its Class A Common
       Stock (the  "TCGI  Class A Stock")  for $16 per share in an initial  public
       offering (the "IPO").  In connection  with the IPO,  TCGI,  the Company and
       subsidiaries of Cox, TCI and  Continental  Cablevision  ("Continental"  and
       collectively  with Cox,  TCI and the  Company,  the  "Cable  Stockholders")
       entered  into  a  reorganization  agreement  pursuant  to  which  TCGI  was
       reorganized (the "Reorganization").  The Reorganization consisted of, among
       other  things:  (i)  the  acquisition  by TCGI of TCG  Partners;  (ii)  the
       acquisition  by  TCGI  of  additional   interests  in  the  Joint  Ventures
       (including  100% of those  interests  held by the  Company);  and (iii) the
       contribution  to TCGI of  $269.0  million  aggregate  principal  amount  of
       indebtedness,  plus  accrued  interest  thereon,  owed by TCGI to the Cable
       Stockholders  (including $53.8 million principal amount and $4.1 million of
       accrued   interest   owed  to  the  Company).   In   connection   with  the
       Reorganization,  the Company received 25.6 million shares of TCGI's Class B
       Common  Stock (the "TCGI Class B Stock").  Each share of TCGI Class B Stock
       is entitled to voting power  equivalent to ten shares of TCGI Class A Stock
       and is  convertible,  at the option of the  holder,  into one share of TCGI
       Class A  Stock.  The  Company  recorded  a $40.6  million  increase  in its
       proportionate  share of TCGI's net assets as a gain from equity offering of
       affiliate  in  its  condensed  consolidated  statement  of  operations  and
       accumulated deficit for the six and three months ended June 30, 1996. After
       giving effect to the  Reorganization and the IPO, the Company owns 19.5% of
       the outstanding TCGI Class B Stock representing a 19.1% voting interest and
       a 16.1%  equity  interest.  The  Company  will  continue to account for its
       interest in TCGI under the equity method.
  
                                         10
  COMCAST CORPORATION AND SUBSIDIARIES
                                      FORM 10-Q
                             QUARTER ENDED JUNE 30, 1996
          NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS - CONTINUED
                                     (Unaudited)
  
       Investments - Public Companies
       In February  1996,  in  connection  with certain  preemptive  rights of the
       Company under previously  existing  agreements with Nextel  Communications,
       Inc. ("Nextel"),  the Company purchased  approximately 8.16 million shares,
       classified  as long-term  investments  available for sale, of Nextel common
       stock at $12.25 per share, for a total cost of $99.9 million.
  
       During the three months  ended June 30, 1996,  the Company sold 4.4 million
       shares of Nextel  common stock for $85.6  million and  recognized a pre-tax
       gain of $29.7  million as investment  income in its condensed  consolidated
       statement  of  operations  and  accumulated  deficit  for the six and three
       months ended June 30, 1996.
  
       The Company  holds  unrestricted  equity  investments  in certain  publicly
       traded  companies  with an  historical  cost of $163.3  million  and $115.9
       million  as of June 30,  1996 and  December  31,  1995,  respectively.  The
       Company has recorded these  investments,  which are classified as available
       for sale,  at their  estimated  fair  values of $228.0  million  and $150.1
       million  as of June 30,  1996 and  December  31,  1995,  respectively.  The
       unrealized pre-tax gains as of June 30, 1996 and December 31, 1995 of $64.7
       million  and  $34.2  million,  respectively,  have  been  reported  in  the
       Company's   condensed   consolidated   balance   sheet  as   decreases   in
       stockholders'  deficiency,  net of related  deferred  income taxes of $22.6
       million and $12.0 million, respectively.
  
       Investments - Privately Held Companies
       In  January  1995,  the  Company  exchanged  its  investments  in  Heritage
       Communications,    Inc.   with   TCI   for   approximately   13.3   million
       publicly-traded  Class A common  shares of TCI with a fair market  value of
       approximately  $290.0  million.   Shortly  thereafter,   the  Company  sold
       approximately  9.1 million  unrestricted  TCI shares for total  proceeds of
       $188.1 million. As a result of these transactions, the Company recognized a
       pre-tax gain of $141.0 million in the first quarter of 1995.
  
  5.   LONG-TERM DEBT
  
       In May 1995,  the Company  issued $250.0  million  principal  amount of its
       9-3/8% senior subordinated debentures due 2005.
  
  6.   STATEMENT OF CASH FLOWS - SUPPLEMENTAL INFORMATION
  
       The Company  made  interest  payments of $229.7  million,  $210.1  million,
       $127.7  million,  and $115.3  million during the six and three months ended
       June 30, 1996 and 1995, respectively.
  
       The Company made cash  payments for income  taxes of $62.2  million,  $19.1
       million,  $46.9 million,  and $16.0 million during the six and three months
       ended June 30, 1996 and 1995, respectively.
  
  7.   CONTINGENCIES
  
       The Company is subject to claims which arise in the ordinary  course of its
       business and other legal  proceedings.  In the opinion of  management,  the
       amount  of  ultimate  liability  with  respect  to these  actions  will not
       materially  affect the  financial  position or results of operations of the
       Company.
  
                                         11
  COMCAST CORPORATION AND SUBSIDIARIES
                                      FORM 10-Q
                             QUARTER ENDED JUNE 30, 1996
          NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS - CONCLUDED
                                     (Unaudited)
  
  8.   FINANCIAL DATA BY BUSINESS SEGMENT
       (Dollars in thousands)
  Domestic
                                                       Cable        Electronic      Cellular        Corporate
                                                  Communications     Retailing   Communications    and Other (1)     Total
  Six Months Ended June 30, 1996
  Revenues, net...............................        $778,332       $855,846       $207,096         $55,032     $1,896,306
  Depreciation and amortization...............         190,685         51,881         56,773          24,933        324,272
  Operating income (loss).....................         194,320         87,527         14,314         (54,236)       241,925
  Interest expense............................         110,654         35,053         43,973          78,313        267,993
  Capital expenditures........................         136,816         19,547         36,551          85,991        278,905
  Equity in net (losses) income of
      affiliates..............................          (8,444)            84                        (51,961)       (60,321)
  
  Three Months Ended June 30, 1996
  Revenues, net...............................        $395,984       $405,768       $108,904         $34,906       $945,562
  Depreciation and amortization...............          96,313         25,731         30,428          14,927        167,399
  Operating income (loss).....................         103,714         41,263         12,201         (28,503)       128,675
  Interest expense............................          53,969         16,884         23,187          39,139        133,179
  Capital expenditures........................          83,180         13,443         21,648          49,233        167,504
  Equity in net (losses) income of
      affiliates..............................          (2,890)            27                        (22,956)       (25,819)
  
  As of June 30, 1996
  Assets......................................      $4,645,902     $2,037,653      $1,341,965     $1,598,053     $9,623,573
  Long-term debt, less current portion........       3,049,417        887,979       1,091,035      2,091,858      7,120,289
  
  Six Months Ended June 30, 1995
  Revenues, net...............................        $709,580       $584,426       $176,413         $16,759     $1,487,178
  Depreciation and amortization...............         183,666         37,006        155,224          11,147        387,043
  Operating income (loss).....................         164,034         58,365        (84,443)        (44,569)        93,387
  Interest expense............................         123,904         34,816         35,577          56,254        250,551
  Capital expenditures........................         111,042          8,472        167,963          51,483        338,960
  Equity in net (losses) income of
      affiliates..............................          (6,921)           608                        (31,593)       (37,906)
  
  Three Months Ended June 30, 1995
  Revenues, net...............................        $362,458       $357,407        $94,260          $9,447       $823,572
  Depreciation and amortization...............          94,168         22,734         20,742           5,922        143,566
  Operating income (loss).....................          88,398         33,965         18,853         (23,958)       117,258
  Interest expense............................          62,321         22,171         18,107          30,365        132,964
  Capital expenditures........................          68,825          7,237        117,710          35,570        229,342
  Equity in net losses of affiliates..........          (3,952)          (450)                       (17,087)       (21,489)
  - ---------------
  (1)  Corporate and other includes certain  operating  businesses and elimination
       entries related to the segments presented.
  12
  COMCAST CORPORATION AND SUBSIDIARIES
                                      FORM 10-Q
                             QUARTER ENDED JUNE 30, 1996
  
  ITEM 2.   MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
            RESULTS OF OPERATIONS
  
  Overview
  
  The Company has  experienced  significant  growth in recent  years both  through
  strategic  acquisitions and growth in its existing  businesses.  The Company has
  historically  met its cash  needs for  operations  through  its cash  flows from
  operating   activities.   Cash   requirements   for   acquisitions  and  capital
  expenditures  have been provided through the Company's  financing  activities as
  well as its existing cash, cash equivalents and short-term investments.
  
  General Developments of Business
  
  Regional Sports Venture
  On July 17, 1996, the Company  completed its  acquisition  (the "Sports  Venture
  Acquisition")  of an interest of approximately  66% in the  Philadelphia  Flyers
  Limited Partnership,  a Pennsylvania limited partnership ("PFLP"), the assets of
  which, after giving effect to the Sports Venture Acquisition, consist of (i) the
  National  Basketball  Association  ("NBA")  franchise  to own  and  operate  the
  Philadelphia  76ers basketball team and related assets (the "Sixers"),  (ii) the
  National  Hockey League  ("NHL")  franchise to own and operate the  Philadelphia
  Flyers hockey team and related assets, and (iii) two adjacent arenas,  leasehold
  interests in and  development  rights related to the land  underlying the arenas
  and  other  adjacent  parcels  of land  located  in  Philadelphia,  Pennsylvania
  (collectively,  the  "Arenas").  Concurrent  with the  completion  of the Sports
  Venture  Acquisition,   PFLP  was  renamed  Comcast  Spectacor,  L.P.  ("Comcast
  Spectacor").
  
  The Sports Venture  Acquisition  was completed in two steps.  In April 1996, the
  Company  purchased  the  Sixers  for $125.0  million  in cash plus  assumed  net
  liabilities of approximately  $11.0 million through a partnership  controlled by
  the  Company.  To complete the Sports  Venture  Acquisition,  in July 1996,  the
  Company  contributed  its interest in the Sixers,  exchanged  approximately  3.5
  million  shares of the  Company's  Class A Special  Common  Stock (the  "Class A
  Special Common Stock") and 6,370 shares of the Company's  newly issued 5% Series
  A Convertible Preferred Stock (the "Preferred Stock"), which is convertible into
  approximately  1.3 million  shares of Class A Special  Common Stock  (subject to
  certain  conversion  adjustments) and paid $15.0 million in cash for its current
  interest in Comcast  Spectacor.  The remaining  interest of approximately 34% in
  Comcast  Spectacor is owned by a group,  including the former  majority owner of
  PFLP, who also manages Comcast Spectacor.  In connection with the Sports Venture
  Acquisition,  Comcast Spectacor assumed the outstanding  liabilities relating to
  the Sixers and the Arenas,  including  a mortgage  obligation  of  approximately
  $155.0 million.  The Company will account for its interest in Comcast  Spectacor
  under the equity method.
  
  Sprint Spectrum
  Effective as of January 1996, the Company,  Tele-Communications,  Inc.  ("TCI"),
  Cox  Communications,  Inc.  ("Cox") and Sprint  Corporation  (collectively,  the
  "Parents"),   and   certain   subsidiaries   of  the   Parents   (the   "Partner
  Subsidiaries"), entered into a series of agreements relating to their previously
  announced joint venture (March 1995) to engage in the  communications  business.
  Under an Amended and Restated Agreement of Limited Partnership (the "Partnership
  Agreement")  of MajorCo,  L.P.  (known as "Sprint  Spectrum"),  the  business of
  Sprint  Spectrum will be the provision of wireless  telecommunications  services
  and will not include the  previously  authorized  business  of  providing  local
  wireline  communications  services to residences and  businesses.  A partnership
  owned entirely by subsidiaries of the Company owns 15% of Sprint  Spectrum.  The
  Company accounts for its investment in Sprint Spectrum under the equity method.
  
                                         13
  COMCAST CORPORATION AND SUBSIDIARIES
                                      FORM 10-Q
                             QUARTER ENDED JUNE 30, 1996
  
  Scripps Cable
  In October  1995,  the  Company  announced  its  agreement  to acquire the cable
  television  operations  ("Scripps  Cable") of The E.W.  Scripps  Company  ("E.W.
  Scripps") in exchange for shares of the Company's  Class A Special  Common Stock
  worth $1.575  billion,  subject to certain  closing  adjustments  (the  "Scripps
  Transaction").  For  purposes  of  determining  the  number of shares of Class A
  Special Common Stock to be delivered in the Scripps Transaction, such stock will
  be  valued  on the  basis of the  average  closing  price of the Class A Special
  Common Stock on The Nasdaq Stock  Market for 15 trading days  randomly  selected
  from the 40 trading  day period  ending  shortly  before the  closing  date (the
  "Comcast Share Price"); provided that the Comcast Share Price will be no greater
  than $23.09 and, except as provided  below, no less than $17.06.  If the Comcast
  Share  Price is below  $17.06,  E.W.  Scripps  has the  right to  terminate  the
  agreement,  subject to the right of the Company to increase the number of shares
  of Class A Special  Common Stock to be delivered in the Scripps  Transaction  to
  that number of shares that would have been  delivered if the Comcast Share Price
  were not  subject  to the  minimum  price of $17.06.
  
  Scripps  Cable  passes more than 1.2 million  homes and serves more than 800,000
  subscribers, with over 60% of its subscribers located in Sacramento,  California
  and Chattanooga and Knoxville, Tennessee. The Scripps Transaction is expected to
  close in the fourth  quarter  of 1996,  subject to  shareholder  and  regulatory
  approval and certain other conditions.
  
  Share Repurchase Program
  Concurrent  with  the  announcement  of the  Scripps  Transaction,  the  Company
  announced  that its Board of Directors  authorized a market  repurchase  program
  (the "Repurchase  Program") pursuant to which the Company may purchase,  at such
  times and on such  terms as it deems  appropriate,  up to $500.0  million of its
  outstanding common stock, subject to certain restrictions and market conditions.
  Pursuant to the Repurchase  Program,  the Company has repurchased  shares of its
  common stock for  aggregate  consideration  of $185.8  million  through July 31,
  1996, including $116.6 million and $59.9 million during the six and three months
  ended June 30, 1996, respectively.
  
  QVC
  In February 1995, the Company and TCI acquired all of the  outstanding  stock of
  QVC,  Inc.  and  its   subsidiaries   ("QVC")  not  previously   owned  by  them
  (approximately  65% of such shares on a fully  diluted  basis) for $46, in cash,
  per share (the "QVC  Acquisition"),  representing a total cost of  approximately
  $1.4 billion.  The QVC  Acquisition,  including the exercise of certain warrants
  held by the Company,  was financed with cash  contributions from the Company and
  TCI of $296.3 million and $6.6 million, respectively, borrowings of $1.1 billion
  under a $1.2 billion QVC credit facility and existing cash and cash  equivalents
  held by QVC.  Following the acquisition,  the Company and TCI own, through their
  respective subsidiaries,  57.45% and 42.55%,  respectively,  of QVC. The Company
  has  accounted  for the QVC  Acquisition  under the purchase  method and QVC was
  consolidated with the Company effective February 1, 1995.
  
  Liquidity and Capital Resources
  
  Cash, Cash Equivalents and Short-term Investments
  The  Company  has  traditionally  maintained  significant  levels of cash,  cash
  equivalents  and  short-term   investments  to  meet  its  short-term  liquidity
  requirements.  Cash, cash equivalents and short-term  investments as of June 30,
  1996 were $541.6 million. As of June 30, 1996,  approximately  $369.4 million of
  the Company's cash, cash  equivalents and short-term  investments was restricted
  to use by subsidiaries of the Company under  contractual or other  arrangements,
  including  approximately $262.9 million which is restricted to use by Comcast UK
  Cable Partners Limited ("Comcast UK Cable").
  
  The Company's cash, cash equivalents and short-term  investments are recorded at
  cost which  approximates  their fair value.  As of June 30, 1996,  the Company's
  short-term  investments  of $133.9  million had a weighted  average  maturity of
  approximately  16 months.  However,  due to the high degree of liquidity and the
  intent of management to use these investments as needed to fund its commitments,
  the Company considers these as current assets.
  
                                         14
  COMCAST CORPORATION AND SUBSIDIARIES
                                      FORM 10-Q
                             QUARTER ENDED JUNE 30, 1996
  
  Investments
  In connection  with the Sports  Venture  Acquisition,  the Company has agreed to
  lend up to $50.0 million to Comcast Spectacor,  on a subordinated  basis, in the
  event that Comcast Spectacor is unable to obtain financing from other sources.
  
  Under the provisions of the Partnership Agreement, the Partner Subsidiaries have
  committed to contribute $4.2 billion in cash to Sprint Spectrum through 1997, of
  which the Company's share is $630.0 million.  Of this funding  requirement,  the
  Company has made total cash  contributions  to Sprint Spectrum of $415.3 million
  through June 30, 1996. The Company  anticipates that Sprint  Spectrum's  capital
  requirements  over the next several years will be  significant.  Requirements in
  excess of committed  capital are planned to be funded by Sprint Spectrum through
  external  financing,  including,  but not limited  to,  vendor  financing,  bank
  financing and securities offered to the public.  Although it is anticipated that
  external  financing will be available to Sprint Spectrum on acceptable terms and
  conditions,  no assurances can be given as to such  availability.  In June 1996,
  Sprint Spectrum filed a preliminary  registration statement on Form S-1 with the
  Securities and Exchange Commission to offer up to $650.0 million of Senior Notes
  and Senior  Discount Notes due in 2006 in a public  offering.  The timing of the
  Company's remaining capital contributions to Sprint Spectrum is dependent upon a
  number of  factors,  including  Sprint  Spectrum's  ability  to obtain  external
  financing as well as its working capital  requirements.  The Company anticipates
  funding its remaining  capital  commitments to Sprint Spectrum  through its cash
  flows from operating activities, its existing cash, cash equivalents, short-term
  investments and lines of credit or other external financing, or by a combination
  of these sources.
  
  In February 1996, in connection  with certain  preemptive  rights of the Company
  under  previously   existing   agreements  with  Nextel   Communications,   Inc.
  ("Nextel"),  the Company purchased approximately 8.16 million shares, classified
  as long-term  investments  available  for sale, of Nextel common stock at $12.25
  per share,  for a total cost of $99.9  million.  The Company  continues  to hold
  options,  which expire in 1997, to acquire an  additional  25 million  shares of
  Nextel common stock at $16 per share.
  
  During the three months ended June 30, 1996, the Company sold 4.4 million shares
  of Nextel common stock for $85.6 million and  recognized a pre-tax gain of $29.7
  million  as  investment  income  in  its  condensed  consolidated  statement  of
  operations and  accumulated  deficit for the six and three months ended June 30,
  1996 (the "Nextel Gain").
  
  The Company does not have any  additional  significant  contractual  commitments
  with respect to any of its investments.  However, to the extent the Company does
  not fund its  investees'  capital  calls,  it exposes  itself to dilution of its
  ownership interests.
  
  Financing
  As part of the Repurchase  Program,  through July 31, 1996, the Company has sold
  put options on 4.0 million shares of its Class A Special Common Stock, including
  put options on 1.0 million of such shares sold during the six months  ended June
  30,  1996.  The put options  give the holder the right to require the Company to
  repurchase  such shares at specified  prices on specific dates. In May 1996, the
  Company  extended  the  original  May through  July 1996  maturities  of the put
  options to October through December 1996 and received $1.1 million in connection
  with the extensions. Total proceeds of $4.6 million from the sale and subsequent
  extension of these put options were credited to additional  capital.  The amount
  the  Company  would  be  obligated  to  pay to  repurchase  such  shares  if all
  outstanding  put  options  were  exercised,  totaling  $69.6  million,  has been
  reclassified  to  a  temporary   equity  account  in  the  Company's   condensed
  consolidated balance sheet as of June 30, 1996.
  
                              -------------------------
  
  The  Company  expects to  recognize  significant  losses and to  continue to pay
  dividends;  therefore, it anticipates that it will continue to have a deficiency
  in  stockholders'  equity that will increase through the date of consummation of
  the Scripps Transaction. If the Scripps Transaction is consummated,  the Company
  will no longer have a deficiency in stockholders'  equity;  however, the Company
  expects to recognize losses for the foreseeable
  
                                         15
  COMCAST CORPORATION AND SUBSIDIARIES
                                      FORM 10-Q
                             QUARTER ENDED JUNE 30, 1996
  
  future,  resulting in decreases in stockholders' equity. The  telecommunications
  industry,  including  cable  and  cellular  communications,  and the  electronic
  retailing   industry  are   experiencing   increasing   competition   and  rapid
  technological  changes.  The  Company's  future  results of  operations  will be
  affected by its ability to react to changes in the  competitive  environment and
  by its ability to implement new technologies.  However, management believes that
  competition,  technological changes and its significant losses and deficiency in
  stockholders'  equity  will not  significantly  affect  its  ability  to  obtain
  financing.
  
  The Company  believes  that it will be able to meet its  current  and  long-term
  liquidity and capital  requirements,  including fixed charges,  through its cash
  flows from operating  activities,  existing cash, cash  equivalents,  short-term
  investments and lines of credit and other external financing.
  
  Statement of Cash Flows
  
  Cash and cash  equivalents  decreased  $131.4  million as of June 30,  1996 from
  December 31, 1995 and increased $112.6 million as of June 30, 1995 from December
  31, 1994.  Changes in cash and cash  equivalents  resulted  from cash flows from
  operating, financing and investing activities which are explained below.
  
  Net cash provided by operating  activities amounted to $289.2 million and $206.8
  million  for the six months  ended  June 30,  1996 and 1995,  respectively.  The
  increase  of  $82.4  million  is  primarily  due  to  the  effects  of  the  QVC
  Acquisition,  changes in working  capital as a result of the timing of  receipts
  and  disbursements  and the increase in the  Company's  operating  income before
  depreciation and amortization (see "Results of Operations").
  
  Net cash (used in) provided by financing activities was ($42.8) million and $1.8
  billion for the six months  ended June 30, 1996 and 1995,  respectively.  During
  the six months ended June 30, 1996,  the Company  borrowed  $558.4 million under
  its existing lines of credit and repaid $478.3 million, including the effects of
  refinancings   and  $88.9  million  of  repayments   under  a  vendor  financing
  arrangement.  In addition,  the Company repurchased $116.6 million of its common
  stock  during the six months  ended June 30,  1996.  During the six months ended
  June 30, 1995, the Company  borrowed $2.0 billion  consisting  primarily of $1.1
  billion in connection with the QVC  Acquisition,  $300.9 million for the funding
  of Sprint  Spectrum and the Company's  $250.0  million  principal  amount of its
  9-3/8% senior subordinated debentures due 2005, issued in May 1995. In addition,
  the Company redeemed and retired $194.4 million of its long-term debt.
  
  Net cash used in investing  activities  was $377.8  million and $1.9 billion for
  the six months ended June 30, 1996 and 1995, respectively. During the six months
  ended June 30, 1996, net cash used in investing  activities includes investments
  in affiliates of $357.4  million,  including  $125.0 million for the purchase of
  the Sixers and capital  contributions  to Sprint Spectrum of $69.3 million,  and
  additions to property and equipment of $278.9  million,  offset by proceeds from
  the sales of short-term and long-term investments of $328.5 million.  During the
  six months ended June 30, 1995, net cash used in investing  activities  includes
  the QVC  Acquisition,  net of cash  acquired,  of $1.3 billion,  investments  in
  affiliates of $431.5 million, including capital contributions to Sprint Spectrum
  of $315.9  million,  and additions to property and equipment of $339.0  million.
  Such  amounts were offset by proceeds  from sales of  short-term  and  long-term
  investments of $236.4 million.
  
  Results of Operations
  
  The  effects  of  the  Company's  recent   acquisitions  has  been  to  increase
  significantly  the  Company's  revenues  and expenses  resulting in  substantial
  increases  in  its  operating  income  before   depreciation  and  amortization,
  depreciation  and  amortization  expense and interest  expense  (see  "Operating
  Results  by  Business  Segment"  following).  As a result  of the  increases  in
  depreciation and amortization expense and interest expense associated with these
  acquisitions and their financing, it is expected that the Company will recognize
  significant losses for the foreseeable future.
  
                                         16
  COMCAST CORPORATION AND SUBSIDIARIES
                                      FORM 10-Q
                             QUARTER ENDED JUNE 30, 1996
  
  Summarized  consolidated  financial  information for the Company for the six and
  three  months  ended June 30, 1996 and 1995 is as follows  (dollars in millions,
  "NM" denotes percentage is not meaningful):
  Six Months Ended
                                                                            June 30,                 Increase / (Decrease)
                                                                     1996            1995              $             %
  Revenues, net .........................................        $  1,896.3       $  1,487.1       $  409.2         27.5%
  Cost of goods sold from electronic retailing ..........             512.4            350.2          162.2         46.3
  Operating, selling, general and administrative expenses             817.7            656.5          161.2         24.6
                                                                 ----------       ----------
  Operating income before depreciation and
     amortization (1) ...................................             566.2            480.4           85.8         17.9
  Depreciation and amortization .........................             324.3            387.0          (62.7)       (16.2)
                                                                 ----------       ----------
  Operating income ......................................             241.9             93.4          148.5           NM
                                                                 ----------       ----------
  Interest expense ......................................             268.0            250.6           17.4          6.9
  Investment income .....................................             (47.5)          (157.6)        (110.1)       (69.9)
  Equity in net losses of affiliates ....................              60.3             37.9           22.4         59.1
  Gain from equity offering of affiliate ................             (40.6)                           40.6           NM
  Other .................................................              23.0              0.4           22.6           NM
  Income tax expense ....................................              24.6             14.0           10.6         75.7
  Minority interest .....................................             (29.1)           (22.0)           7.1         32.3
  Extraordinary item ....................................               1.0                             1.0           NM
                                                                 ----------       ----------
  Net loss ..............................................        ($    17.8)      ($    29.9)      ($  12.1)       (40.5%)
                                                                 ==========       ==========
  Three Months Ended
                                                                         June 30,                     Increase
                                                                     1996         1995             $            %
  Revenues, net .........................................        $  945.6       $  823.6       $  122.0        14.8%
  Cost of goods sold from electronic retailing ..........           242.2          212.2           30.0        14.1
  Operating, selling, general and administrative expenses           407.3          350.6           56.7        16.2
                                                                 --------       --------
  Operating income before depreciation and
     amortization (1) ...................................           296.1          260.8           35.3        13.5
  Depreciation and amortization .........................           167.4          143.5           23.9        16.7
                                                                 --------       --------
  Operating income ......................................           128.7          117.3           11.4         9.7
                                                                 --------       --------
  Interest expense ......................................           133.2          133.0            0.2         0.2
  Investment income .....................................           (28.8)          (4.8)          24.0          NM
  Equity in net losses of affiliates ....................            25.8           21.5            4.3        20.0
  Gain from equity offering of affiliate ................           (40.6)                         40.6          NM
  Other .................................................            11.6            0.7           10.9          NM
  Income tax expense ....................................            23.7           10.1           13.6          NM
  Minority interest .....................................           (14.0)         (13.9)           0.1         0.7
  Extraordinary item ....................................             1.0                           1.0          NM
                                                                 --------       --------
  Net income (loss) .....................................        $   16.8       ($  29.3)      $   46.1          NM
                                                                 ========       ========
  - ------------
  (1)  Operating income before  depreciation and amortization is commonly referred
       to in the Company's  businesses as "operating  cash flow."  Operating  cash
       flow is a measure of a company's  ability to  generate  cash to service its
       obligations, including debt service obligations, and to finance capital and
       other  expenditures.  In part due to the  capital  intensive  nature of the
       Company's  businesses  and the  resulting  significant  level  of  non-cash
       depreciation  and amortization  expense,  operating cash flow is frequently
       used as one of the bases for evaluating the Company's businesses. Operating
       cash flow does not purport to represent net income or net cash provided
  
                                         17
  COMCAST CORPORATION AND SUBSIDIARIES
                                      FORM 10-Q
                             QUARTER ENDED JUNE 30, 1996
  
       by  operating  activities,  as those  terms  are  defined  under  generally
       accepted  accounting  principles,  and  should  not  be  considered  as  an
       alternative  to  such   measurements  as  an  indicator  of  the  Company's
       performance.  See  "Statement  of Cash Flows" above for a discussion of net
       cash provided by operating activities.
  Operating Results by Business Segment
  
  Domestic Cable Communications
  
  The following  table sets forth  operating  results for the  Company's  domestic
  cable communications segment (dollars in millions).
  Six Months Ended
                                                      June 30,                   Increase
                                                1996          1995            $            %
  Service income .....................        $  778.3      $  709.6      $  68.7         9.7%
  Operating, selling, general and
       administrative expenses .......           393.3         361.9         31.4         8.7
                                              --------      --------      -------
  Operating income before depreciation
       and amortization (a) ..........        $  385.0      $  347.7      $  37.3        10.7%
                                              ========      ========      =======
  
                                                Three Months Ended
                                                      June 30,                   Increase
                                                1996           1995          $             %
  Service income .....................        $  396.0      $  362.5      $  33.5         9.2%
  Operating, selling, general and
       administrative expenses .......           196.0         179.9         16.1         8.9
                                              --------      --------      -------
  Operating income before depreciation
       and amortization (a) ..........        $  200.0      $  182.6      $  17.4         9.5%
                                              ========      ========      =======
  - ---------------
  (a) See footnote (1) on page 17.
  Of the  increases in service  income of $68.7  million and $33.5 million for the
  six and three month  periods from 1995 to 1996,  $17.3  million and $8.1 million
  are attributable to subscriber growth, $41.3 million and $21.4 million relate to
  changes in rates,  $4.4 million and $3.6 million are  attributable  to growth in
  advertising  sales  and $5.7  million  and  $400,000  relate  to growth in other
  product offerings.
  
  Of the $31.4 million and $16.1 million increases in operating,  selling, general
  and  administrative  expenses  for the six and three month  periods from 1995 to
  1996,  $15.1 million and $6.5 million are attributable to increases in the costs
  of cable programming as a result of subscriber  growth,  additional  programming
  offerings  and changes in rates and $16.3  million and $9.6 million  result from
  increases  in the  cost of  labor  and  other  volume  related  expenses.  It is
  anticipated  that the Company's cost of cable  programming  will increase in the
  future as cable  programming  rates  increase  and  additional  sources of cable
  programming become available.
  
                                         18
  COMCAST CORPORATION AND SUBSIDIARIES
                                      FORM 10-Q
                             QUARTER ENDED JUNE 30, 1996
  
  Electronic Retailing
  
  As a result of the QVC  Acquisition,  the Company  commenced  consolidating  the
  financial  results of QVC  effective  February  1,  1995.  The  following  table
  presents  comparative  financial  information for the six and three months ended
  June 30,  1996 and for the  three  months  ended  June  30,  1995 and pro  forma
  financial  information  for the six  months  ended  June  30,  1995.  Pro  forma
  financial  information is presented  herein for purposes of analysis and may not
  reflect what actual operating  results would have been had the Company owned QVC
  since January 1, 1995 (dollars in millions).
  Six Months Ended
                                                              June 30,                       Increase
                                                          1996           1995             $            %
  Net sales from electronic retailing ..........        $  855.8       $  715.9       $  139.9        19.5%
  Cost of goods sold from electronic retailing .           512.4          428.3           84.1        19.6
  Operating, selling, general and administrative
       expenses ................................           204.0          168.8           35.2        20.9
                                                        --------       --------       --------
  Operating income before depreciation
       and amortization (a) ....................        $  139.4       $  118.8       $   20.6        17.3%
                                                        ========       ========       ========
  
  Gross margin .................................            40.1%          40.2%
  
                                                           Three Months Ended
                                                                June 30,                     Increase
                                                          1996            1995            $             %
  Net sales from electronic retailing ..........        $  405.8       $  357.4        $  48.4        13.5%
  Cost of goods sold from electronic retailing .           242.2          212.2           30.0        14.1
  Operating, selling, general and administrative
       expenses ................................            96.6           88.5            8.1         9.2
                                                        --------       --------       --------
  Operating income before depreciation
       and amortization (a) ....................        $   67.0       $   56.7        $  10.3        18.2%
                                                        ========       ========        =======
  
  Gross margin .................................            40.3%          40.6%
  - ----
  (a) See footnote (1) on page 17.
  The consolidation of QVC's United Kingdom  operations,  effective April 1, 1995,
  resulted in increases in net sales from  electronic  retailing of $29.9  million
  and $8.6  million for the six and three  month  periods  from 1995 to 1996.  The
  remaining   increases  of  $110.0   million  and  $39.8  million  are  primarily
  attributable  to the  effects of an  approximate  9.0%  increase  in the average
  number of QVC homes  receiving  QVC  services  in the  United  States  for these
  comparative periods.
  
  The increase in cost of goods sold from electronic retailing is directly related
  to the growth in net sales. Gross margin has remained  relatively  constant from
  1995 to the same periods in 1996.
  
  The consolidation of QVC's United Kingdom  operations,  effective April 1, 1995,
  resulted in an  increase  in  operating,  selling,  general  and  administrative
  expenses of $12.3  million and $2.1 million for the six and three month  periods
  from 1995 to 1996. The remaining increases of $22.9 million and $6.0 million are
  attributable   to  higher  sales  volume  and  increases  in   advertising   and
  administrative costs.
  
                                         19
  COMCAST CORPORATION AND SUBSIDIARIES
                                      FORM 10-Q
                             QUARTER ENDED JUNE 30, 1996
  
  Cellular Communications
  
  The following table sets forth the operating results for the Company's  cellular
  communications segment (dollars in millions).
  Six Months Ended
                                                               June 30,                    Increase
                                                          1996          1995            $            %
  Service income ...............................        $  207.1      $  176.4      $  30.7        17.4%
  Operating, selling, general and administrative
       expenses ................................           136.0         105.6         30.4        28.8
                                                        --------      --------      -------
  Operating income before depreciation
       and amortization (a) ....................        $   71.1      $   70.8      $   0.3         0.4%
                                                        ========      ========      =======
  
                                                          Three Months Ended
                                                               June 30,                   Increase
                                                          1996          1995           $             %
  Service income ...............................        $  108.9       $  94.3      $  14.6        15.5%
  Operating, selling, general and administrative 
       expenses ................................            66.3          54.7         11.6        21.2
                                                        --------      --------      -------
  Operating income before depreciation
       and amortization (a) ....................        $   42.6       $  39.6      $   3.0         7.6%
                                                        ========       =======      =======
  - ---------------
  (a) See footnote (1) on page 17.
  Of the $30.7 million and $14.6 million  increases in service  income for the six
  and three month  periods from 1995 to 1996,  $40.1 million and $19.4 million are
  attributable to the Company's subscriber growth.  Offsetting these increases are
  decreases of $9.4 million and $4.8 million resulting  primarily from a reduction
  in the average rate per minute of use from 1995 to the same periods in 1996.
  
  Of the $30.4 million and $11.6 million increases in operating,  selling, general
  and  administrative  expenses  for the six and three month  periods from 1995 to
  1996, $18.0 million and $5.3 million are related to subscriber growth, including
  the costs to acquire and service  subscribers.  The remaining increases of $12.4
  million  and $6.3  million are due to  increases  in other  expenses,  including
  subscriber retention costs, administrative costs and theft of service in 1996.
  
  Consolidated Analysis
  
  The $62.7 million decrease in depreciation and amortization  expense for the six
  month period from 1995 to 1996 is  attributable to the effects of the rebuild of
  certain  of the  Company's  cellular  equipment  in 1995,  as  described  below,
  partially offset by the effects of the QVC Acquisition and capital expenditures.
  The $23.9 million  increase in  depreciation  and  amortization  expense for the
  three month period from 1995 to 1996 is primarily attributable to the effects of
  capital expenditures.
  
  In 1995, the Company's cellular division purchased  approximately $172.0 million
  of switching and cell site equipment  which replaced the existing  switching and
  cell  site  equipment  (the  "Cellular  Rebuild").   The  Company  substantially
  completed the Cellular  Rebuild  during 1995.  During the first quarter of 1995,
  the Company charged  approximately  $110.0 million to depreciation expense which
  represented the difference  between the net book value of the equipment replaced
  and the residual value realized upon its disposal.
  
                                         20
  COMCAST CORPORATION AND SUBSIDIARIES
                                      FORM 10-Q
                             QUARTER ENDED JUNE 30, 1996
  
  The $17.4  million and $200,000  increases  in interest  expense for the six and
  three  month  periods  from  1995 to 1996 are due to  increased  levels of debt,
  including  the  debt  related  to  the  QVC  Acquisition,   offset  by  interest
  capitalized in 1996 and decreases in rates.  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 $110.1 million  decrease in investment  income for the six month period from
  1995  to  1996  is  primarily  attributable  to  the  effects  of  the  Heritage
  Transaction (as defined below) in 1995,  partially offset by gains recognized on
  sales of long-term  investments,  including  the Nextel Gain.  The $24.0 million
  increase in  investment  income for the three month  period from 1995 to 1996 is
  primarily attributable to the Nextel Gain.
  
  In  January   1995,   the  Company   exchanged  its   investments   in  Heritage
  Communications,  Inc. with TCI for  approximately  13.3 million  publicly-traded
  Class A common  shares of TCI with a fair market value of  approximately  $290.0
  million.  Shortly  thereafter,   the  Company  sold  approximately  9.1  million
  unrestricted TCI shares for total proceeds of $188.1 million (collectively,  the
  "Heritage  Transaction").  As  a  result  of  these  transactions,  the  Company
  recognized a pre-tax gain of $141.0 million in the first quarter of 1995.
  
  The  $22.4  million  and $4.3  million  increases  in  equity  in net  losses of
  affiliates  for the six and three month  periods from 1995 to 1996 are primarily
  due to the effects of increased losses incurred by Sprint Spectrum.
  
  Through June 27, 1996, the Company held  investments in Teleport  Communications
  Group Inc.  ("TCGI"),  TCG Partners and certain local joint ventures (the "Joint
  Ventures")  managed  by TCGI and TCG  Partners.  On June  27,  1996,  TCGI  sold
  approximately  27 million  shares of its Class A Common Stock (the "TCGI Class A
  Stock")  for $16 per  share  in an  initial  public  offering  (the  "IPO").  In
  connection  with the IPO,  TCGI,  the Company and  subsidiaries  of Cox, TCI and
  Continental  Cablevision  ("Continental"  and collectively with Cox, TCI and the
  Company,  the "Cable  Stockholders")  entered  into a  reorganization  agreement
  pursuant   to  which   TCGI  was   reorganized   (the   "Reorganization").   The
  Reorganization  consisted of, among other things: (i) the acquisition by TCGI of
  TCG Partners;  (ii) the acquisition by TCGI of additional interests in the Joint
  Ventures (including 100% of those interests held by the Company);  and (iii) the
  contribution  to  TCGI  of  $269.0  million   aggregate   principal   amount  of
  indebtedness,  plus  accrued  interest  thereon,  owed  by  TCGI  to  the  Cable
  Stockholders  (including  $53.8  million  principal  amount and $4.1  million of
  accrued  interest owed to the Company).  In connection with the  Reorganization,
  the Company  received  25.6  million  shares of TCGI's Class B Common Stock (the
  "TCGI  Class B Stock").  Each share of TCGI Class B Stock is  entitled to voting
  power equivalent to ten shares of TCGI Class A Stock and is convertible,  at the
  option of the holder, into one share of TCGI Class A Stock. The Company recorded
  a $40.6 million  increase in its  proportionate  share of TCGI's net assets as a
  gain from equity offering of affiliate in its condensed  consolidated  statement
  of operations  and  accumulated  deficit for the six and three months ended June
  30, 1996 (the "TCGI Gain").  After giving effect to the  Reorganization  and the
  IPO, the Company owns 19.5% of the outstanding TCGI Class B Stock representing a
  19.1% voting interest and a 16.1% equity interest.  The Company will continue to
  account for its interest in TCGI under the equity method.
  
  The increases in other expenses are primarily  attributable to the settlement of
  certain litigation during the six months ended June 30, 1996.
  
  The increases in income tax expense are primarily attributable to the tax effect
  of the TCGI Gain recorded during the three months ended June 30, 1996.
  
  For the six and  three  months  ended  June 30,  1996 and  1995,  the  Company's
  earnings before  extraordinary  items,  minority  interest,  income tax expense,
  equity in net losses of  affiliates  and fixed charges  (interest  expense) were
  $307.1 million, $250.6 million, $186.6 million and $121.4 million, respectively.
  Excluding the TCGI Gain and the Nextel Gain, totaling $70.3 million,  recognized
  in the second quarter of 1996 and the $141.0 million gain recognized
  
                                         21
  COMCAST CORPORATION AND SUBSIDIARIES
                                      FORM 10-Q
                             QUARTER ENDED JUNE 30, 1996
  
  in the first quarter of 1995 in connection with the Heritage  Transaction,  such
  earnings  were not  adequate to cover the  Company's  fixed  charges,  including
  capitalized  interest of $14.7  million  and $7.6  million for the six and three
  months ended June 30, 1996,  respectively,  of $282.7  million,  $250.6 million,
  $140.8  million and $133.0  million for the six and three  months ended June 30,
  1996 and 1995,  respectively.  Fixed charges include non-cash  interest,  net of
  interest capitalized,  of $32.2 million,  $27.4 million, $16.1 million and $13.9
  million for the six and three months ended June 30, 1996 and 1995, respectively.
  The  inadequacy of these earnings to cover fixed charges is primarily due to the
  substantial   non-cash  charges  for  depreciation  and  amortization   expense,
  including the first quarter 1995 charge associated with the Cellular Rebuild.
  
  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  and  short-term
  investments,  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.
  
                                         22
  COMCAST CORPORATION AND SUBSIDIARIES
                                      FORM 10-Q
                             QUARTER ENDED JUNE 30, 1996
  
  PART II.  OTHER INFORMATION
  
  ITEM 1.   Legal Proceedings
  
  The Company is not party to  litigation  which,  in the opinion of the Company's
  management,  will have a  material  adverse  effect on the  Company's  financial
  position or results of operations.
  
  ITEM 4.   Submission of Matters to a Vote of Security Holders
  
  At the Annual Meeting on June 19, 1996, the shareholders  approved the following
  proposals:
  
       To elect ten  directors  to serve  for the  ensuing  year and  until  their
       respective successors shall have been duly elected and qualified.
  Director                       Class of Stock                For                    Withheld
  Ralph J. Roberts                     Class A                      29,547,034               149,492
                                            Class B                     131,793,750
  
       Julian A. Brodsky                    Class A                      29,584,638               111,888
                                            Class B                     131,793,750
  
       Brian L. Roberts                     Class A                      29,600,438                96,088
                                            Class B                     131,793,750
  
       Daniel Aaron                         Class A                      28,872,658               823,868
                                            Class B                     131,793,750
  
       Gustave G. Amsterdam                 Class A                      29,582,540               113,986
                                            Class B                     131,793,750
  
       Sheldon M. Bonovitz                  Class A                      28,874,811               821,715
                                            Class B                     131,793,750
  
       Joseph L. Castle II                  Class A                      29,598,588                97,938
                                            Class B                     131,793,750
  
       Bernard C. Watson                    Class A                      29,596,888                99,638
                                            Class B                     131,793,750
  
       Irving A. Wechsler                   Class A                      28,878,215               818,311
                                            Class B                     131,793,750
  
       Anne Wexler                          Class A                      29,580,506               116,020
                                            Class B                     131,793,750
  To approve the Comcast Corporation 1996 Stock Option Plan.
  Broker
        Class of Stock                 For                 Against             Abstain              Nonvote
  Class A                  17,032,087           4,996,914             146,474              7,521,051
           Class B                 131,793,750
  23
  COMCAST CORPORATION AND SUBSIDIARIES
                                      FORM 10-Q
                             QUARTER ENDED JUNE 30, 1996
  
       To  amend  the  Company's   Articles  of   Incorporation   to  conform  the
       requirements  for class  voting  with  those of the  Pennsylvania  Business
       Corporation Law of 1988.
  Broker
        Class of Stock                 For                 Against             Abstain              Nonvote
  Class A                  20,242,047           2,117,823              71,878              7,264,778
           Class B                 131,793,750
           Class A Special         131,777,911           5,048,537             346,024
  To amend the  Company's  Articles  of  Incorporation  to provide for mirror
       spin-offs, mergers and other similar transactions.
  Broker
        Class of Stock                 For                 Against             Abstain              Nonvote
  Class A                  20,230,396           2,103,749              97,603              7,264,778
           Class B                 131,793,750
           Class A Special         131,051,853           5,731,711             388,908
  To  ratify  the  appointment  of  Deloitte  & Touche  LLP as the  Company's
       independent auditors for the 1996 fiscal year.
  Class of Stock                 For                 Against             Abstain
  Class A                  29,564,098              91,578              40,850
           Class B                 131,793,750
  ITEM 6.   Exhibits and Reports on Form 8-K
  
  (a)  Exhibits required to be filed by Item 601 of Regulation S-K:
  
       10.1/*/   Amendment, dated as of July 19,  1996,  to the Credit
                 Agreement,  dated as of February 15, 1995,  among QVC,  Inc.
                 and the Banks listed therein.
  
       11.1      Computation of Net (Loss) Income Per Share.
  
       27.1      Financial Data Schedule.
  
       27.2      Restated Financial Data Schedule.
  
  - --------------
  
  /*/       Pursuant to Item  601(b)(4)(iii)(A)  of Regulation S-K, the Registrant
            agrees to furnish a copy of the referenced agreement to the Commission
            upon request.
  
                                         24
  COMCAST CORPORATION AND SUBSIDIARIES
                                      FORM 10-Q
                             QUARTER ENDED JUNE 30, 1996
  
  (b)  Reports on Form 8-K:
  
       (i)    The Company filed a Current Report on Form 8-K under Item 5 on April
              10, 1996 relating to its agreement to purchase the cable  television
              operations of The E.W. Scripps Company, which included the Company's
              Unaudited Pro Forma Condensed  Consolidated  Financial Statements as
              of and for the year ended December 31, 1995.
  
       (ii)   The Company  filed a Current  Report on Form 8-K under Item 5 on May
              9,  1996  relating  to  its  purchase  of  the  National  Basketball
              Association  ("NBA")  franchise to own and operate the  Philadelphia
              76ers basketball team, and related assets.
  
       (iii)  The Company  filed a Current  Report on Form 8-K under Item 5 on May
              28, 1996, as amended by a Current Report on Form 8-K/A filed on July
              22, 1996, relating to its agreement to purchase the cable television
              operations of The E.W. Scripps Company, which included the Company's
              Unaudited Pro Forma Condensed  Consolidated  Financial Statements as
              of and for the three  months  ended  March 31, 1996 and for the year
              ended December 31, 1995.
  
                                         25
  COMCAST CORPORATION AND SUBSIDIARIES
                                      FORM 10-Q
                             QUARTER ENDED JUNE 30, 1996
  
                                      SIGNATURE
  
           Pursuant to the  requirements  of the  Securities  and  Exchange Act of
  1934,  the  Registrant has duly caused this report to be signed on its behalf by
  the undersigned thereunto duly authorized.
  
                                           COMCAST CORPORATION
                                           ---------------------------------------
  
                                           /s/ LAWRENCE S. SMITH
                                           ---------------------------------------
                                           Lawrence S. Smith
                                           Executive Vice President
                                           (Chief Accounting Officer)
  
  Date: August 14, 1996
  
                                         26